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CADTD.OB > SEC Filings for CADTD.OB > Form 8-K/A on 15-Dec-2011All Recent SEC Filings

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Form 8-K/A for GOLIATH FILM & MEDIA HOLDINGS


15-Dec-2011

Entry into a Material Definitive Agreement, Completion of Acquisi


Item 1.01 Entry Into A Material Definitive Agreement

On October 25, 2011, we entered into an Agreement and Plan of Reorganization (the "Exchange Agreement"), (the "Exchange Agreement"), pursuant to which we acquired Goliath Film and Media International ("Goliath"). Goliath is a distributor of feature length movies. This amendment updates the original 8-K as filed for the issuance of 100,000 shares in a private transaction and also includes information about our business under Item 8.01. Please also refer to our quarterly report on Form 10-Q for the quarter ended October 31, 2011.

The transaction closed on October 27, 2011 (the "Closing Date"). On the Closing Date the Company acquired Goliath by the issuance of 47,000,000 shares of Common Stock of the Company, constituting 70.1% of the outstanding shares after giving effect to their issuance and the cancellation of 15,619,576 shares held by the Company's prior control person. As of the date of this Current Report, 67,100,000 shares are issued and outstanding. On the Closing Date, the name of the Company was changed from China Advanced Technology to Goliath Film and Media Holdings. All share numbers herein have been adjusted for an eight-for-1 forward stock split effected as of the Closing Date. The Company has filed for the forward stock split with the Financial Regulatory Authority and expects the forward stock split to be reflected in the trading market within a few weeks.

A copy of the Exchange Agreement is included as Exhibit 2.1 to this Current Report on Form 8-K and is hereby incorporated by reference. All references to the Exchange Agreement and other exhibits to this Current Report are qualified in their entirety by the text of such exhibits.

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Item 2.01 Completion of Acquisition or Disposition of Assets

Closing of Exchange Agreement

The Exchange Agreement closed on October 27, 2011. On October 31, 2011, the Board of Directors voted to dispose of the operating subsidiary Live Wise, Inc. and to sell it to former management. The purchase price was the cancellation of 15,619,576 shares held by former management and the cancellation of a $59,906 promissory note and interest thereon due to such individual.

RISK FACTORS

Risks Relating to Our Business

Our limited operating history makes it difficult to evaluate our future business prospects and to make decisions based on of our historical performance.

We have a limited operating history, which makes it difficult to evaluate our business on the basis of historical operations. As a consequence, it is difficult to forecast our future results based upon our historical data. Reliance on our historical results may not be representative of the results we will achieve. Because of the uncertainties related to our lack of historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, product costs or expenses. If we make poor budgetary decisions as a result of unreliable historical data, we could be less profitable or incur losses, which may result in a decline in our stock price.

Economic conditions and uncertain economic outlook could adversely affect the Company's results of operations and financial condition

The global economy is currently undergoing a period of unprecedented volatility. The Company cannot predict when economic conditions will improve or stabilize. A prolonged period of economic volatility or decline could have a material adverse affect on the Company's results of operations and financial condition and/or exacerbate the other risks related to its business.

Our results of operations depend significantly upon the commercial success of the motion pictures and television programming that we distribute, and underperformance at the box office of one or more motion pictures in any period can cause our results to be less than anticipated

Our results of operations will depend significantly upon the commercial success of the motion pictures and television programming that we distribute, which cannot be predicted with certainty. In particular, the underperformance at the box office of one or more motion pictures in any period may cause our revenue and earnings results for that period (and potentially, subsequent periods) to be less than anticipated, in some instances to a significant extent. Due to the difficulty of predicting our results of operations and the other factors, it is difficult for industry or financial analysts to accurately forecast our results. The trading market for our common shares is influenced by the research and reports that such industry or financial analysts publish about us or our business. If an analyst who covers us changes his or her financial estimates or investment recommendation, or if our results of operations fall short of their estimates, the price of our common shares could decline.

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Our results of operations are difficult to predict and depend on a variety of factors

Our results of operations will depend significantly upon the commercial success of the motion pictures and television programming that we distribute, which cannot be predicted with certainty. Accordingly, our results of operations may fluctuate significantly from period to period, and the results of any one period may not be indicative of the results for any future periods. Our results of operations also may fluctuate due to the timing, mix, number and availability of our theatrical motion picture and home entertainment releases, as well as license periods for our content. Our operating results may increase or decrease during a particular period or fiscal year due to differences in the number and/or mix of films released compared to the corresponding period in the prior year or prior fiscal year. Our operating results also fluctuate due to our . . .



Item 3.02. Unregistered Sales of Equity Securities.

On the Closing we issued 47,000,000 shares of Common Stock to the one shareholder of Goliath Film and Media International. The issuance of shares was exempt under Section 4(2) of the Securities Act as a transaction not involving any public offering or solicitation.



Item 5.01 Changes In Control of the Registrant

A change of control took place on the Closing Date from Learned J. Hand, the former officer and director of the Company and its majority shareholder. On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired Goliath by issuing 47,000,000 new shares of Common Stock of the Company, constituting 70.1% of the Registrant's common stock giving effect to the issuance of such shares and the cancellation of shares by Mr. Hand. As a result of these transactions, Goliath became a wholly owned subsidiary of the Company, and the former Goliath shareholder, Lamont Roberts, obtained control by virtue of his ownership of 47,000,000 shares of the Company. The persons who obtained control on the Closing are set forth in the following table. The following table sets forth certain information regarding beneficial ownership of our common stock as of October 31, 2011 by (i) each person (or group of affiliated persons) who is known by us to own more than five percent of the outstanding shares of our common stock, (ii) each director, and named executive officer, and (iii) all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to the shares. We had 67,100,000 shares outstanding as of October 31, 2011.

Name and title, if any Number of Shares Percentage

Lamont Roberts, President, CEO and Director  47,000,000
70.1%

Kaila Criscione, COO, Secretary and Director           --
--

John Ballard, Chief Financial Officer               --
--

All officers and directors as a group

   (3 persons)                           47,000,000                        70.1%

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 27, 2011, upon the closing of the Exchange Agreement, Learned J. Hand resigned as Chief Executive Officer and Chief Financial Officer. Lamont Roberts was elected as Director and as President and Chief Executive Officer; John Ballard was elected as Chief Financial Officer, and Kaila Criscione was elected as Chief Operating Officer, Secretary and Director.

Lamont Roberts, age 56, has been President of Goliath since October, 2011. In 1997 he co-founded Millennium Personal and Business Management Corporation with Wilt Chamberlain, representing and managing a client base comprising actors, athletes, directors, musicians and writers. In the late 1990s Mr. Roberts also began producing film and television projects. In 2003, he was hired as the chief executive of Reel Image, Inc., an independent production and distribution company. As the head of Reel Image, Inc., Mr. Roberts partnered with film industry veterans Reuben Cannon and Michael Shultz and provided the initial funding of development capital for a future episodic series and/or film based upon the famous Blokhedz cartoon characters. Currently he is working on distributing a documentary that he wrote, funded and produced entitled "Chosen By God- the Great Black Pharaohs of the 25th Dynasty." As an independent producer, Mr. Roberts produced the feature films "The Truth About Layla," and "The Marina Murders." He acted as an Associate Producer on the feature film "Seducing Spirits," and was the executive in charge of production for the feature film "The Perfect Argument," and the documentaries "Film Struggle," and "Living with Cancer." Mr. Roberts has a BSBA in Finance and an MA in Real Estate and Urban Economics from the University of Florida. He is a best-selling author.

Kaila Criscione, age 24, has already garnered experience in the entertainment industry. She was the cinematographer/editor for Chosen By God- the Great Black Pharaohs of the 25th Dynasty, and has written, directed and/or acted as cinematographer of several short films and commercials. Kaila Criscione has presented a number of television and film roles, including starring in "The Biggest Fan" under the name Kaila Amariah, in which she won the Best Actress, Golden Spirit Award, Best Up and Coming Actress by Pop Star Magazine, and starring in The Truth About Layla, Sacred Terror, Seducing Spirits, and Dizzyland. Ms. Criscione has also won four national titles in public speaking, and graduated from the University of Southern California with a bachelor of arts in Cinematic Arts Film and Television Production.

John Ballard, age 53, was elected as Chief Financial Officer in October, 2011. From September 2003 to 2009, Mr. Ballard was Chief Financial Officer of Worldwide Manufacturing USA, Inc.., a publicly traded company headquartered in California. John Ballard has nearly two decades of business management, project management, and accounting experience. From January 2002 to the present, Mr. Ballard has been a financial consultant and director of Reveal Systems, Inc., a software development company and Internet provider based in Longmont, Colorado. Mr. Ballard was the Chief Financial Officer of Call Solutions Inc., a publicly traded company, from October 1999 to November 2002. Call Solutions was in the business of opening call centers. From 1997-1999 Mr. Ballard owned and operated the food operations Cookies N Kreme and Lincoln Street Cafe in the Denver Metropolitan Area. In 1993, Mr. Ballard retired and he traveled until 1997.
From 1988 to 1993, Mr. Ballard was Chief Financial Officer for Apple Sundries, Inc., a Denver retail chain. Mr. Ballard holds a Bachelor of Science Degree in Management and Marketing from the University of Colorado where he graduated Magna Cum Laude. Mr. Ballard also holds a Masters of Business in Administration from Regis University.

Director Independence

Currently, the Company does not have any independent directors. Since the Company's Common Stock is not currently listed on a national securities exchange, we have used the definition of "independence" of The NASDAQ Stock Market to make this determination.

Under NASDAQ Listing Rule 5605(a)(2), an "independent director" is a "person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director."

We do not currently have a separately designated audit, nominating or compensation committee. However, we do intend to comply with the independent director and committee composition requirements in the future.

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Item 8.01 Other Events.

On October 31, 2011, we issued a press release announcing the consummation of the transactions contemplated by the Share Exchange Agreement. The press release is fioled as Exhibit 99.1.

We provide other information with respect to our production and distribution activities below.

Our Industry

Motion Pictures

General. According to the Motion Picture Association of America's U.S. Theatrical Market Statistics 2010, domestic box office (which includes the U.S. and Canada) repeated its peak 2009 performance, reaching $10.6 billion in 2010, up 15% over the past five years. As in 2009, the 3-D market was again a key growth driver - 21% of 2010 box office, or $2.2 billion, came from 3-D showings, nearly double the 2009 total. Worldwide box office also reached an all time high of approximately $31.8 billion in 2010, compared to approximately $29.4 billion in 2009, an 8% increase. International box office ($21.2 billion) made up 67% of the 2010 worldwide total, while domestic box office ($10.6 billion) made up 33% of the 2010 worldwide total, a proportion consistent with the last several years. As a result of significant growth in Asia Pacific (21%), in 2010, for the first time, Europe, the Middle East and Africa represented less than half (49%) of total international box office value. Domestic theatrical admissions, or tickets sold, however, declined 5% to 1.3 billion in 2010, which was equivalent to the 2008 level.

Competition. Major studios have historically dominated the motion picture industry. The term "major studios" is generally regarded in the entertainment industry to mean Paramount Pictures, Sony, Twentieth Century Fox Film Corp., Universal Pictures, Walt Disney Studios Motion Pictures and Warner Bros. Entertainment, Inc. All of these companies are owned by media conglomerates with a variety of operations, including studios, television networks, cable channels and distribution divisions, including the major studios and independent production companies. These studios have historically produced and distributed the majority of theatrical motion pictures released annually in the U.S.

Competitors less diversified than the "major studios" include DreamWorks Animation SKG, Inc., Summit Entertainment, LLC, The Weinstein Company and MGM. These "independent" motion picture production companies, including many smaller production companies, have also played an important role in the worldwide feature film market. Independent films have gained wider market approval and increased share of overall box office receipts in recent years. The Company will initially be a small player in the industry, although our goal is to gain a significant market share if we are successful.

Product life cycle. In general, the economic life of a motion picture consists of its exploitation in theaters and in ancillary markets such as home entertainment, pay-per-view, VOD, electronic-sell-through ("EST"), digital rentals, pay television, broadcast television, foreign and other markets. Successful motion pictures may continue to play in theaters for more than three months following their initial release. Concurrent with their release in the U.S., motion pictures are generally released in Canada and may also be released in one or more other foreign markets. After the initial theatrical release, distributors seek to maximize revenues by releasing movies in sequential release date windows, which are generally exclusive against other non-theatrical distribution channels:

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                         Typical Film Release Windows*


                                                                  Months After
   Release Period                                                Initial Release
   T  Theatrical                                                          -
   Pr  Premium VOD                                                 2-3 months
      Home entertainment (DVD/Blu-ray/EST), VOD, pay-per-view      4-7 months
      Pay television                                              9-15 months**
      Subscription VOD                                             9-15 months
      Network (free and basic)                                    27-30 months
       Licensing and merchandising                                 Concurrent
      All international releasing                                  Concurrent

* These patterns may not be applicable to every film, and may change based on release patterns, new technologies and product flow.

** First pay television window.

International theatrical distribution (outside of the U.S. and Canada) generally follows the same cycle as domestic theatrical distribution. Historically, the international distribution cycle begins a few months after the start of the domestic distribution cycle. However, the increasing sophistication of film piracy operations in international markets, as well as the ease with which the DVD format can be copied has resulted in a much higher percentage of films being released simultaneously to the U.S. and international markets.

Home Entertainment

Home entertainment distribution involves the marketing, promotion and sale and/or lease of DVDs and Blu-ray discs to wholesalers and retailers who then sell or rent the DVDs and Blu-ray discs to consumers for private viewing, and increasingly through a broad range of various digital media platforms.

Although calendar 2010 marked a year of declining consumer spend for home entertainment, the decline was smaller than that in 2009 due to increased Blu-ray penetration, growth in on-demand platforms and growth in digital distribution, which partially offset the decline in packaged media. Generally, weakness in the overall economy and the anticipated maturation of the North American DVD market have been cited as reasons for the continued decline in, as well as continued migration towards, lower priced rental formats. According to the Digital Entertainment Group (the "DEG"), home entertainment spend, including on-demand, declined by about 3.3% in 2010 to about $18.8 billion. Specifically, the industry has been experiencing a decline in DVD sales both domestically and internationally as a result of several factors, including advances in technologies and new methods of product delivery and storage.

Past growth in the home entertainment sector has been driven in part, by increased Blu-ray penetration. Similarly, the 2010 home entertainment market continued to be bolstered by the steady growth of Blu-ray, as sales rose 68% in 2010 compared to 2009. Moreover, on the rental front, despite challenging market conditions, Blu-ray was up 34% in brick and mortar outlets. Indeed, according to the NPD Group's recent "Entertainment Trends in America" report, while digital home video options are gaining in popularity, more than three quarters of U.S. consumers continue to view movies on DVD and Blu-ray. Additionally, the DEG estimates that the number of Blu-ray playback devices in U.S. households soared . . .



Item 9.01 Financial Statement and Exhibits.

(a) Financial Statements of Business Acquired.

Since Goliath was recently formed and had nominal activity, there is no requirement to provide audited financial statements of Goliath nor any interim financial statements or pro forma statements with respect to this acquisition.

(b) Pro Forma Financial Information.

Pro forma financial statements reflecting the divestiture of Live Wise, Inc. will be provided by amendment.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

Exhibit No.                         Description
    2.1        Exchange Agreement (previously filed)

   99.1       Press Release dated October 31, 2011 (Previously filed)

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