10-K: Goliath Film and Media Holdings Reports Increased Losses and Going Concern Doubt Amidst Declining Revenue

Goliath Film and Media Holdings' latest annual report reveals a significant increase in net loss for fiscal year 2025, coupled with declining revenues and substantial doubt about its ability to continue as a going concern.

Summary

• Goliath Film and Media Holdings (GFMH) reported a net loss of $37,332 for the fiscal year ended April 30, 2025, a substantial increase from a net loss of $396 in the prior year.
• Total revenues decreased to $32,726 in fiscal year 2025 from $47,674 in fiscal year 2024, primarily from distribution fees for 'Merry Exes' and 'Bridal Boot Camp'.
• Operating expenses rose by 45.7% to $70,058 in fiscal year 2025, driven by increases in consulting costs ($16,443) and professional fees ($13,027).
• The company's total assets as of April 30, 2025, were $1,301, consisting solely of cash, up from $437 in the prior year.
• Total liabilities increased to $139,235 as of April 30, 2025, from $101,039, largely due to an increase in accounts payable to related parties.
• Net cash used in operating activities was $16,831 in fiscal year 2025, compared to $4,977 in fiscal year 2024.
• The company relies heavily on advances from related parties for working capital, receiving $17,695 in fiscal year 2025.
• Management has identified substantial doubt about the company's ability to continue as a going concern due to insufficient cash, current assets, and revenue to cover operating costs.
• The company has no employees and its administrative office is in Carson City, Nevada.
• As of July 28, 2025, there were 138,964,917 shares of common stock issued and outstanding.
• The company has not issued 38,153,269 common shares that are reflected in its financial statements but not included in the outstanding shares balance.

Sentiment

Score: 2

Explanation: The company is in a precarious financial position, marked by increasing losses, declining revenue, and significant reliance on related party financing. The explicit 'going concern' doubt, coupled with ineffective internal controls and a lack of independent governance, indicates severe operational and financial instability. While there's a stated plan for future content and capital raises, the current state is highly negative.

Positives

• The company continues to generate revenue from existing distribution agreements for its motion pictures 'Merry Exes' and 'Bridal Boot Camp'.
• Cash balance increased to $1,301 as of April 30, 2025, from $437 in the prior year, primarily due to financing activities from related parties.
• Management is actively involved in cybersecurity oversight, integrating it into the company's enterprise risk management efforts.

Negatives

• Net loss significantly increased to $37,332 in fiscal year 2025 from $396 in fiscal year 2024.
• Film production revenues declined by 31.3% from $47,674 in fiscal year 2024 to $32,726 in fiscal year 2025.
• Operating expenses increased substantially by 45.7% year-over-year.
• The company has an accumulated deficit of $1,109,932 as of April 30, 2025, indicating historical losses.
• Substantial doubt exists about the company's ability to continue as a going concern due to insufficient cash and revenue to cover operating costs.
• The company has no independent directors and lacks separately designated audit, nominating, or compensation committees.
• Management concluded that disclosure controls and procedures were not effective as of April 30, 2025.
• Internal control over financial reporting was also deemed not effective as of April 30, 2025.
• The company has a single customer, Mar Vista, which accounted for all gross sales in fiscal years 2025 and 2024, posing a concentration risk.
• Significant reliance on related party financing for working capital, with total liabilities to related parties increasing to $113,324.

Risks

• Limited operating history makes it difficult to evaluate future business prospects and forecast results.
• Economic conditions and uncertain economic outlook could adversely affect results of operations and financial condition.
• Results of operations depend significantly upon the unpredictable commercial success of distributed motion pictures and television programming.
• Operating results are difficult to predict and may fluctuate significantly due to timing, mix, number, and availability of releases, as well as accounting practices.
• Success is highly dependent on the ability to attract and retain senior management and key personnel.
• Future capital offerings may dilute existing stockholders or include more stringent terms, potentially requiring investor representatives on the Board.
• No dividends are expected to be paid on outstanding shares in the foreseeable future.
• Common stock is quoted only on the OTC Bulletin Board, which may result in a less liquid market and depress the trading price.
• Becoming public via a reverse merger may limit attention from major brokerage firms and hinder secondary offerings.
• Inability to list common stock on a national securities exchange like NASDAQ Capital Market could limit investor liquidity.
• Need for additional working capital may lead to further equity or debt offerings, resulting in dilution or unfavorable terms.
• Future issuance of preferred stock could grant holders superior rights, impairing common stockholders' rights.
• Compliance with corporate governance and disclosure standards is costly and time-consuming, potentially increasing overhead.
• Failure to comply with Sarbanes-Oxley internal controls requirements could adversely affect investor perceptions.

Future Outlook

Over the next 90 days to one year, the company plans to focus on developing and producing at least three new content projects with distributors for licensing. Each project is estimated to cost approximately $150,000, with distribution fees ranging from 30-35% and marketing costs borne by the distributor. The company anticipates cash needs of $200,000 for the fiscal year ending April 30, 2026, comprising $50,000 per project for working capital and $150,000 for general and administrative expenses related to being a public company. To meet these needs, the company expects to raise additional capital through stock sales or funding from officers and directors, and is also considering a joint venture or merger.

Management Comments

• We develop, produce and distribute motion pictures and digital content.
• At this time, we do not intend to engage in theatrical releases of motion pictures, due to the high up-front costs of advertising and marketing theatrically.
• Over the next 90 days to one year, our efforts will be concentrated on developing and producing content with distributors for licensing by them of at least three projects.
• We expect that producing the aforementioned content will cost approximately $150,000 per project.
• Licensing and distribution will be handled by an experienced distributor for a fee of anywhere from 30-35% and the costs of advertising and marketing will be handled by them and charged against gross distribution licensing proceeds.
• We believe that our management has an excellent reputation in the industry and we will be able to obtain distribution rights for content.
• Goliath sees the problem to be, rather, there is no market merely because no one has assembled a critical mass of films for these niches.
• As a content provider we are not competing with these entities (Amazon, Netflix, Hulu) but rather are working on providing them with quality content.
• We believe there exists significant opportunities for our company in that the demand for programming is increasing almost exponentially.
• The upward trend is ongoing, which is where we see an opportunity for Goliath to provide product to reach many components of the overall market.
• Even though these channels (niche markets like TBN, BET) maybe in niche markets they must expand the type, genre and format of the content that they are showing in order to remain viable, therefore the opportunity to assist them by providing quality programming is ongoing and expanding.
• We believe that there is an increasing and ongoing trend in home entertainment in servicing niches.
• The Company's management plan to continue as a going concern revolves around its ability to execute its business strategy of distributing digital content, as well as raising the necessary capital to pay ongoing general and administrative expenses of the Company.

Industry Context

Goliath Film and Media Holdings operates in the highly competitive entertainment industry, specifically targeting niche markets within feature motion picture and television content. Unlike major streaming platforms such as Netflix, Amazon, and Hulu, Goliath positions itself as a content provider rather than a direct competitor, aiming to supply these larger entities with programming. The company identifies a growing demand for quality content across various platforms and believes opportunities exist in underserved niche audiences, including specific immigrant groups and interest-based communities (e.g., surfing films), which major Hollywood players often overlook. This strategy aims to capitalize on the increasing fragmentation of viewership and the need for diverse content to fill hundreds of available channels and streaming libraries.

Comparison to Industry Standards

• The company's revenue model, which involves receiving distribution fees (20-35% of gross revenues), is a standard practice in the film distribution industry, comparable to arrangements seen with independent distributors.
• The practice of expensing film advertising costs as incurred while recognizing revenue over the entire revenue stream is in accordance with GAAP and industry practice, aligning with how larger studios and production companies account for film costs.
• The company's reliance on a single distributor, Mar Vista, for all its gross sales in fiscal years 2024 and 2025, is a significant concentration risk that deviates from a diversified distribution strategy typically employed by more established content companies.
• The company's lack of independent directors and absence of key corporate governance committees (audit, nominating, compensation) falls short of best practices and standards observed in larger, more mature public companies, even those on the OTC markets, and indicates a less robust governance structure compared to NASDAQ-listed peers.

Corporate Governance

Legal Proceedings

• The company is not a party to or otherwise involved in any legal proceedings, other than a settlement agreement with SAG-AFTRA for motion picture residual payments.

Related Party Transactions

• The company's working capital financing has entirely come from related parties and revenue.
• Accounts payable to related parties increased to $113,324 as of April 30, 2025, from $86,354 in the prior year.
• Received advances of $17,695 in FY2025 from Kevin Frawley ($9,000) and Mike Criscione ($8,695).
• Received advances of $11,150 in FY2024 from C&R Films ($150), Kevin Frawley ($4,500), and Mike Criscione ($6,500).
• Made repayments to Mike Criscione of $0 in FY2025 and $14,950 in FY2024.
• Owes Lamont Roberts (CEO/CFO) $250 as of April 30, 2025.
• Owes C&R Films (controlled by Lamont Roberts) $18,611 as of April 30, 2025, after payments of $8,045 in FY2025 and $23,541 in FY2024 for film production and expense reimbursement.
• Owes Dos Cabezas (controlled by Lamont Roberts) $9,434 as of April 30, 2025, after payments of $4,960 in FY2025 and $0 in FY2024 for film production and expense reimbursement.
• Owes Kevin Frawley (affiliate) $67,215 as of April 30, 2025; he paid $17,160 in FY2025 and $10,492 in FY2024 in operating expenses on behalf of the company.
• Owes Mike Criscione (Director) $17,815 as of April 30, 2025; he paid $19,420 in FY2025 and $18,303 in FY2024 in operating expenses on behalf of the company.

Stakeholder Impact

• **Shareholders**: Face significant dilution risk from future capital raises, potential impairment of rights if preferred stock is issued, and limited liquidity due to OTC Bulletin Board listing. The substantial doubt about going concern status poses a direct threat to investment value.
• **Employees**: The company has no employees, so there is no direct impact on an employee base.
• **Customers (Mar Vista)**: The company's sole customer, Mar Vista, is critical to its revenue stream. Any issues with this relationship could severely impact the company's financial viability.
• **Suppliers/Creditors (Related Parties)**: The company is heavily reliant on related parties for financing and expense coverage, indicating a high level of financial dependence on these individuals/entities. This concentration of funding sources presents a risk if these relationships change.
• **Regulatory Bodies (SEC)**: The company's ineffective disclosure controls and internal controls over financial reporting indicate non-compliance with certain SEC requirements, which could lead to regulatory scrutiny or penalties.

Next Steps

• Concentrate efforts on developing and producing at least three new content projects with distributors for licensing over the next 90 days to one year.
• Raise additional capital through stock sales or funding from officers and directors to cover estimated cash needs of $200,000 for the fiscal year ending April 30, 2026.
• Explore a possible joint venture or merger to generate revenues.
• Work towards complying with independent director and committee composition requirements in the future.
• Address and improve disclosure controls and procedures and internal control over financial reporting, which were deemed ineffective.

Key Dates

Recommendation

The company's financial health is severely distressed, evidenced by a significant increase in net loss, declining revenues, and an explicit 'going concern' warning from its auditors. It operates with minimal cash, relies almost entirely on related-party financing, and has acknowledged ineffective internal controls and disclosure procedures. The business model, while targeting niche markets, has not demonstrated sustainable profitability or growth. The stock's OTC listing limits liquidity, and the high risk of further dilution from necessary capital raises, coupled with a lack of independent governance, makes this a highly speculative and unfavorable investment. A seasoned investor would recognize the profound financial instability and governance deficiencies as critical red flags, warranting an immediate exit.

Keywords

Film distribution, Media holdings, Entertainment industry, Digital content, Motion pictures, Television content, Niche markets, SEC filing, 10-K, Financial reporting, Going concern, Related party transactions, Corporate governance, Internal controls, OTCBB