10-Q: Goliath Film & Media Reports Q1 Loss, Cites Going Concern Doubt

Goliath Film and Media Holdings reported a net loss of $23,387 for the quarter ended July 31, 2025, with management expressing substantial doubt about its ability to continue as a going concern.

Summary

• Reported a net loss of $23,387 for the three months ended July 31, 2025, an increase from a $10,241 net loss in the same period of 2024.
• Generated no film production revenues for both the three months ended July 31, 2025, and 2024.
• Operating expenses increased by 128.3% to $23,387 in Q1 2025, up from $10,241 in Q1 2024, primarily due to higher professional fees and consulting services.
• Total assets remained flat at $1,301 as of July 31, 2025, compared to April 30, 2025.
• Total liabilities increased by $23,387 to $162,622 as of July 31, 2025, mainly due to an increase in accounts payable to related parties.
• The company has an accumulated deficit of $1,133,319 as of July 31, 2025.
• Management expressed substantial doubt about the company's ability to continue as a going concern due to insufficient cash, current assets, and lack of established revenue.
• Cash flows from operating activities resulted in a net use of $5,000 for the quarter, offset by $5,000 provided by financing activities from related parties.
• The company estimates cash needs of $200,000 for the fiscal year ending April 30, 2026, for project development and general/administrative expenses.
• Disclosure controls and procedures were deemed not effective as of July 31, 2025.

Sentiment

Score: 2

Explanation: The company reported zero revenue and a significantly increased net loss, coupled with a 'going concern' warning and ineffective disclosure controls. While management outlines a strategy for niche content, the current financial state is highly precarious and dependent on future capital raises and unproven revenue generation.

Positives

• Secured $5,000 in advances from related parties during the quarter, providing necessary working capital.
• Management is actively developing relationships with filmmakers and major content buyers/distributors to acquire and market content.
• Identifies significant opportunities in niche markets and as a content provider to major streaming platforms like Netflix, which has high demand for programming.
• Not currently involved in any legal proceedings.

Negatives

• Reported zero revenue for the three months ended July 31, 2025, and 2024.
• Net loss more than doubled to $23,387 in Q1 2025 from $10,241 in Q1 2024.
• Operating expenses increased significantly by 128.3% year-over-year.
• Total liabilities increased by $23,387, primarily due to growing related party payables.
• Has an accumulated deficit of $1,133,319.
• Disclosure controls and procedures were deemed ineffective.
• Substantial doubt exists about the company's ability to continue as a going concern.
• Relies heavily on related party financing for working capital.
• Has 38,153,269 common shares that have been reflected in weighted-average shares outstanding but not yet issued to shareholders, including related parties and a third party.

Risks

• Going Concern Uncertainty: The company does not have significant cash or other current assets, nor an established source of revenues sufficient to cover operating costs, raising substantial doubt about its ability to continue as a going concern.
• Reliance on Related Party Financing: The company's working capital financing has entirely come from related parties, indicating a lack of independent funding sources.
• Inability to Raise Capital: The ability to continue as a going concern is dependent on raising additional capital through stock sales or loans from private investors, with no assurance such financing will be obtained.
• Ineffective Disclosure Controls: Disclosure controls and procedures were not effective to ensure accurate and timely reporting of information required for SEC filings.
• Lack of Revenue Generation: The company has not generated any film production revenues for the reported periods, despite its business model.
• Accumulated Deficit: A significant accumulated deficit of $1,133,319 indicates historical and ongoing losses.
• Unissued Shares: A large number of common shares (38,153,269) have not yet been issued, which could lead to future dilution or other shareholder issues when issued.

Future Outlook

The company plans to concentrate efforts over the next 90 days to one year on developing and producing content with distributors for licensing at least three projects. Each project is estimated to cost approximately $150,000, with licensing and distribution handled by experienced distributors for a fee of 30-35% of gross proceeds, and advertising/marketing costs charged against these proceeds. The company aims to become a quality content provider to major networks and streaming platforms, capitalizing on the high and increasing demand for diverse programming in niche markets, including immigrant groups and specific interest groups. Management anticipates needing to raise an additional $200,000 in capital for the fiscal year ending April 30, 2026, to cover project working capital and general/administrative expenses.

Management Comments

• 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, however 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 our management has an excellent reputation in the industry and we will be able to obtain distribution rights for content.
• 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.
• 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 digital content, as well as raising the necessary capital to pay ongoing general and administrative expenses of the Company.

Industry Context

The company operates in the digital content and film distribution industry, specifically targeting niche markets such as education, faith-based, horror, and socially responsible minority content. It positions itself as a content provider to major streaming platforms and networks (e.g., Netflix, TBN, BET) rather than a direct competitor, aiming to capitalize on the high and increasing demand for diverse programming. The filing highlights the industry's need for content, with Netflix alone spending billions on acquisitions and original content, suggesting a viable market for specialized content producers like Goliath. The company also notes the overlooked "Bible Belt and Flyover Country" and various immigrant/interest groups as underserved markets.

Comparison to Industry Standards

• The company's strategy of focusing on niche markets and acting as a content provider to larger distributors (like Mar Vista, and potentially Netflix, Hulu) is a common model for smaller production houses that lack the capital for wide theatrical releases or direct-to-consumer platforms.
• The reliance on advances and distribution fees (30-35% to distributors) is typical for independent film distribution agreements, where distributors cover marketing and advertising costs in exchange for a significant share of gross proceeds.
• The stated cost of approximately $150,000 per project for content development and production is relatively low compared to major studio productions, aligning with a niche, independent film model.
• The company's lack of revenue and significant accumulated deficit, coupled with a "going concern" warning, indicates performance significantly below industry standards for a sustainable, profitable entity. Established content providers, even niche ones, typically demonstrate consistent revenue streams and positive cash flow from operations.
• The ineffectiveness of disclosure controls and procedures is a significant governance issue, contrasting sharply with the robust internal controls expected of publicly traded companies, regardless of size.

Corporate Governance

Related Party Transactions

• The company's working capital financing has entirely come from related parties.
• Total principal balance due to affiliates under accounts payable related party was $41,358 as of July 31, 2025.
• Received $5,000 in advances from Mike Criscione (Director) during the three months ended July 31, 2025.
• Kevin Frawley (affiliate) paid $18,755 in operating expenses on behalf of the company during the three months ended July 31, 2025.
• Balances owed to related parties as of July 31, 2025: Lamont Roberts (CEO/CFO) $250, C&R Films (controlled by Lamont Roberts) $18,611, Dos Cabezas (controlled by Lamont Roberts) $9,434, Kevin Frawley $85,969, Mike Criscione (Director) $22,815.
• 32,153,269 common shares are due to related party affiliates but have not yet been issued.

Stakeholder Impact

• Shareholders: Face significant risk due to the "going concern" warning, lack of revenue, increasing losses, and reliance on related party financing. Potential for dilution from future capital raises and the issuance of 38,153,269 unissued shares. Ineffective disclosure controls also pose a risk to transparency and investor confidence.
• Creditors (Related Parties): Are the primary source of funding and bear the most immediate financial risk given the company's precarious financial state and accumulated deficit.
• Employees: The company states it has no employees, so direct impact is minimal.
• Customers/Distributors: Current distributors like Mar Vista are involved in existing agreements, but the company's ability to produce new content and generate residuals for future projects is uncertain given its financial health.

Next Steps

• Concentrate on developing and producing content with distributors for licensing at least three projects over the next 90 days to one year.
• Raise additional capital through stock sales or funding from officers and directors to cover cash needs through the end of the 2026 fiscal year.
• Focus on a possible joint venture or merger to generate revenues.
• Continue to pursue marketing and distribution of product demanded in the marketplace.

Key Dates

Recommendation

The company reported zero revenue, a doubling of net losses, and explicitly stated 'substantial doubt about its ability to continue as a going concern.' Its disclosure controls are ineffective, and it relies entirely on related party financing. While a business strategy is outlined, the current financial position is extremely weak, with minimal cash and a large accumulated deficit. The significant risks, including the high probability of further dilution from necessary capital raises and the fundamental lack of operational income, make this a strong sell for any investor.

Keywords

Film Production, Media Holdings, Digital Content, Entertainment Industry, SEC Filing, 10-Q, Financial Report, Going Concern, Niche Markets, Film Distribution, Related Party Transactions, Corporate Governance, Financial Performance, Quarterly Results