GFMH 10-K & 10-Q changes, risk factors and insider trading

We would like to list our common stock on the NASDAQ Capital Market as soon as practicable. However, we cannot assure you that we will be able to meet the initial listing standards of either ofthe thoseNASDAQ Capital Market or of any other stock exchange, or that we will be able to maintain any such listing. We are presently on the OTC Bulletin Board and therefore, investor liquidity may be limited.

For the year ended April 30, 20252026 we had distribution revenues of $32,726$20,335 compared to $47,674$32,726 for the year ended April 30, 2024.2025. RevenuesDistribution revenues in fiscal year 2025 2026 were due to distribution fees paid to us by Mar Vista relatedfor the motion pictures “Merry Ex’s” of $14,953 and “Bridal Boot Camp” of $5,382. Distribution revenues in fiscal year 2025 were due to distribution fees paid to us by Mar Vista for the motion pictures “Merry Ex’s” of $16,398 and “Bridal Boot Camp” of $16,328. Revenues in fiscal year 2024 were due to distribution fees paid to us by Mar Vista related to the motion pictures “Merry Ex’s” of $28,292 and “Bridal Boot Camp” of $19,382.

FilmsFilm Costs

The Company capitalizes production costs (including all direct production costs and production overhead) are associated with production revenues for films produced in accordance with ASC 926-20, “Entertainment-Films - Other Assets - Film Costs”. Accordingly, production costs are capitalized at actual cost and then charged against revenue quarterly as a cost of production based on the relative fair value of the film(s) delivered and recognized as revenue. The Company evaluates its capitalized production costs annually and limits recorded amounts by its ability to recover such costs through expected future sales. AsFor ofthe years ended April 30, 20252026 and 2024, 2025, the Company had no production costs.

FilmDistribution Production RevenueRevenues

For the year ended April 30, 20252026 we had distribution revenues of $32,726$20,335 compared to $47,674$32,726 for the year ended April 30, 2024.2025. RevenuesDistribution revenues in fiscal year 2025 2026 were due to distribution fees paid to us by Mar Vista related to the motion pictures “Merry Ex’s” of $16,398$14,953 and “Bridal Boot Camp” of $16,328.$5,382. RevenuesDistribution revenues in fiscal year 20242025 were due to distribution fees paid to us by Mar Vista related to the motion pictures “Merry Ex’s” of $28,292$16,398 and “Bridal Boot Camp” of $19,382.$16,328.

For the fiscal years ended April 30, 20252026 and 2024,2025, we had no cost of sales as revenues are based on distributions andwhich costshave areno borne by the distributor.costs.

Operating expenses increaseddecreased by $21,988,$12,229, or 45.7%,17.5%, to $57,829 in the year ended April 30, 2025 from $70,058 in the year ended April 30, 2025 from $48,070 in the year ended April 30, 2024 primarily due to increasesdecreases in consulting costs of $16,443,$11,443, and professional fees of $13,027,$976, andoffset $18primarily ofby an increase in other operating expenses, offset primarilyexpenses by the write off of prepaid expenses of $7,500.$190.

General – Overall, we had an increase in cash flows of $864$116 in the year ended April 30, 20252026 resulting from used in byoperating operatingactivities activities of $16,831$15,484 and cash provided by financing activities of $17,695.$15,600.

Net cash used in operations was $4,977$16,831 for the year ended April 30, 20242025 primarily due to a net loss of $396$37,332 for the year ended April 30, 30, 2025 and by the change in accounts payable – related party of $27,305, offset primarily by expenses paid on behalf of Company – related party of $28,794$36,580 and write off of prepaid expenses of $7,500, offset primarily by changesthe change in accounts payable and accrued expenses of $9 and accounts payable – related party of $40,884.$11,226.

During fiscal years 20252026 and 2024,2025, the Company has not issued a total of 38,153,269 common shares to three shareholders, a total of 32,153,269 to related parties (6,000,000 common25,390,000 shares dueowed to Kevin Frawley and 6,763,269 shares owed to C&R Films) and 6,000,000 to a third party and 32,153,269 common shares due to related party affiliates).party. These shares are reflected in the Company’s consolidated financial statements but they are not included in the Company’s outstandingissued shares balance of 138,964,917.

The Company borrows funds from the Company’s affiliates for working capital purposes from time to time. The Company has recorded the principal balance due of $36,358$42,878 and $18,663$36,358 under Accounts payable - related party in the accompanying Balance Sheets at April 30, 20252026 and 2024,2025, respectively. The Company received advances of $15,600 (from Mike Criscione of $15,600) and $17,695 (from Kevin Frawley of $9,000 and Mike Criscione of $8,695) and $11,150 (from C&R Films of $150, Kevin Frawley of $4,500, and Mike Criscione of $6,500) and made repayments to Mike Criscione of $0$9,080 and $14,950 $0 for the years ended April 30, 20252026 and 2024, 2025, respectively.

During the years ended April 30, 20252026 and 2024, the Company2025, the Company received advances of $8,695$15,600 and $6,500,$8,695, respectively, and made payments of $14,300 $18,200 and $32,293,$14,300, respectively, to Mike Criscione, Director, for reimbursement of various expenses. During the years ended April 30, 2025 2026 and 2024,2025, Mr. Criscione paid expenses totaling $19,420$5,000 and $18,303,$19,420, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr. Criscione of $17,815$20,215 at April 30, 2025.2026.

On March 4, 2016, we signed a distribution agreement with Mar Vista Entertainment, LLC (“Mar Vista”) to distribute a feature length motion picture currently completed. Per the agreement, we received $125,000 in advance payments per an agreed delivery schedule for providing distribution rights on the motion picture “Bridal Bootcamp” a romantic comedy movie produced by Goliath for delivery to Mar Vista for distribution. Additionally, Mar Vista will receive 35% of the gross proceeds for a period of 25 years on the motion picture. As of October 31, 2016, the Company had received $125,000 of the advance payments. Bridal Boot Camp was completed in October 2016 resulting in the recognition of the advance payments as revenue of $125,000 in October 2016. Mar Vista is distributing this film. For the three and nine months ended JanuaryJuly 31, 2026 and 2025 we had no distribution revenues of $0 and $5,382 and $0 and $16,328, respectively.revenues.

On September 18, 2015, we signed a distribution agreement with Mar Vista to distribute a feature length motion picture currently completed. Per the agreement, we received $125,000 in advance payments per an agreed delivery schedule for providing distribution rights on the motion picture “Merry Exes” retitled “Girlfriends of Christmas Past” a Christmas holiday movie produced by Goliath and delivered to Mar Vista. for distribution. Additionally, Mar Vista will receive 35% of the gross proceeds for a period of 25 years on the motion picture. As of October 31, 2016, we had received $125,000 of the advance payments. “Merry Exes” “Girlfriends of Christmas Past was completed June 6, 2016 resulting in the recognition of the advance payments as revenue of $125,000 in June 2016. Mar Vista distributed this movie to UPTV. For the three and nine months ended JanuaryJuly 31, 2026 and 2025 we had no distribution revenues of $0 and $14,953 and $0 and $16,398, respectively.revenues.

On May 20, 2015, we signed a distribution agreement with Mar Vista to distribute a feature length motion picture currently completed by us and being licensed by Mar Vista. Per the agreement, we received $175,000 in advance payments per an agreed delivery schedule for providing distribution rights on the motion picture “Terror Birds” a science fiction movie produced by Goliath and delivered to Mar Vista. for distribution. Additionally, Mar Vista will receive 30% of the gross proceeds for a period of 25 years on the film. As of April 30, 2016, the Company had received $175,000 of the advance payments. Terror Birds was completed December 14, 2015 resulting in the recognition of the advance payments as revenue of $175,000 in February 2016. Mar Vista is continuing to distribute this film. The Company had no revenue for the three and nine months ended JanuaryJuly 31, 2026 and 2025, respectively.

Over the next 90 days to one year, our efforts will be concentrated on developing and producing content with distributors for licensing by them ofor atdealing directly leastwith threea projects.network or streaming platform.

We expect that producing the aforementioned content will cost approximately $150,000 per project,project howeverunder a distributor agreement, or approximately $300,000 if we deal directly with a network or streaming platform. Under a distributor agreement, licensing and distribution will be be handled by an experienced distributor for a fee of anywhere from 30 – 35% and the costs of advertising and marketing will be handled handled by them and charged against gross distribution licensing proceeds.

We had net losses of $11,019$22,392 and $26,543, and $8,017 and $10,050$23,387 for the three and nine months ended JanuaryJuly 31, 2026 and 2025, respectively, and historical losses totaling $1,136,475 $1,169,818 as of JanuaryJuly 31, 2026. These factors create substantial doubt about the Company’s ability to continue as a going concern. The Company’s managementmanag ement 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.

Three Months Ended JanuaryJuly 31, 2026 Compared to Three Months Ended JanuaryJuly 31, 2025

During the three months ended JanuaryJuly 31, 2026 and 2025, we had no distribution revenues.

During the three months ended JanuaryJuly 31, 2026 and 2025, we had no cost of sales as revenues are based on distributions which have no costs.

Operating expenses increaseddecreased by $3,002,$995, or 37.3%,4.3%, to $11,019$22,392 in the three months ended JanuaryJuly 31, 2026 from $8,017$23,387 in the three months ended JanuaryJuly 31, 31, 2025 primarily due to increasesdecreases in professional fees of $515, consulting services of $2,500,$1,184, offset primarily by aan decreaseincrease of $13 $189 of other operating expenses.

Operating expenses for the three months ended JanuaryJuly 31, 20252026 were comprised primarily of consulting services of $2,500,$5,000, professional fees of $17,203, $5,504,and and$189 of other operating expenses of $13.expenses.

Net loss before income taxes for the three months ended JanuaryJuly 31, 2026 and 2025 are primarily due to distribution revenues of $0 and $0, respectively, respectively, offset by consulting services and professional fees.

Total assets were $1,477$1,228 as of JanuaryJuly 31, 2026 compared to $1,301$1,417 as of April 30, 2025.2026. Total liabilities were $165,954$199,048 as of JanuaryJuly 31, 2026 compared to $139,235$176,845 as of April 30, 2025,2026, or an increase of $26,719,$22,203, primarily the result of increases in accounts payable – related party of $24,226, offset primarily by a decrease in accounts payable and accrued expenses of $26,719.$2,023.

General – Overall, we had noa changedecrease in in cash flows in the ninethree months ended JanuaryJuly 31, 2026 of $189 resulting from cash provided by financingused activities of $15,600, offset primarily by cash used in operating activities of $15,424.$189.

Net cash used in operating activities was $15,424$189 for the ninethree months ended JanuaryJuly 31, 2026 compared to net cash used in operations for the nine three months ended JanuaryJuly 31, 2025 of $9,996.$5,000. Cash used in operations for the ninethree months ended JanuaryJuly 31, 2026 consisted of a net loss of $26,543 $22,392 and the change in accounts payable – related party of $20,200,$2,023, offset partially by expenses paid on behalf of Company – related party of $31,319.$24,226. Cash used in operationsoperating activities for the ninethree months ended JanuaryJuly 31, 2025 consisted of a net loss of $10,050 $23,387 and the changea decrease in accounts payable -related party of $27,305 and accounts payable and accrued expenses of $101,$368, offset partially by expenses paid on behalf of Company – related party of $27,460.$18,755.

Net cash provided by investing activities was $0 for the ninethree months ended JanuaryJuly 31, 2026 and 2025.

Net cash provided by financing activities was $15,600$0 and $5,000 for the ninethree months ended JanuaryJuly 31, 2026 consisting of advances from related parties. Net cash used in financing activities was $12,695 for the nine months ended January 31,and 2025 consisting of advances from a related party.parties.

We expect that our current working capital position, together with our expected future cash flows from operations, will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, and other contractual obligations for at least the next twelve months. We have been financing operations through the distribution fees paid to us by Mar Vista related to our motion pictures and funding from our officers or directors. We sold no shares during the three and nine months ended JanuaryJuly 31, 2026 and 2025. As we move forward with our business plan, we will need to raise additional capital either through the sale of stock or funding from shares and or officers and directors to cover our cash needs through the end of the 2026 fiscal year.

During the three and nine months ended JanuaryJuly 31, 2026 and 2025, the Company did not enter into any private placement memorandums.

As of JanuaryJuly 31, 2026 and April 30, 2025,2026, the Company has not issued aan total ofaggregate 38,153,269 common shares to three shareholders (a total of 32,153,269 to related parties and 6,000,000 commonto shares due to a third party and 32,153,269 common shares due to related party affiliates). These shares are reflected in the weighted-average shares outstanding but they are not included in the Company’s outstandingissued shares balance of 138,964,917.

The Company borrows funds from the Company’s affiliates for working capital purposes from time to time. The Company has recorded the principal balance due of $42,878 and $36,358$42,878 under accounts payable - related party in the accompanying Balance Sheets at JanuaryJuly 31, 2026 2026 and April 30, 2025,2026, respectively. During the three and nine months ended JanuaryJuly 31, 2026 and 2025, the Company received no advances of $0 and $0, and $0 and $4,000, respectively, from Kevin Frawley and made no repayments to Kevin Frawley for the three andmonths nine months ended JanuaryJuly 31, 2026 and 2025. During the three and nine months ended JanuaryJuly 31, 2026 and 2025, the Company received advances of $5,000 and $15,600,$0 and $4,500 and $8,695,$5,000, respectively, from Mike Criscione, a Director of the Company. Mike Criscione had no repayments of $0 and $9,080$0 for the three and nine months ended JanuaryJuly 31, 2026,2026 and 2025, respectively. ThereThe wereCompany has noa repaymentsbalance madeowed to MikeMr. Criscione forof the three$25,215 andat nine months ended JanuaryJuly 31, 2025.2026.

During the three and nine months ended JanuaryJuly 31, 2026 and 2025 the Company received no advances and made no payments to Lamont Roberts, CEO and acting CFO of the Company, and Mr. Roberts incurred no expenses on behalf of the Company. The Company has a balance owed to Mr. Roberts of $250 at JanuaryJuly 31, 2026.

During the three and nine months ended JanuaryJuly 31, 2026 and 2025, the Company received no advances and made no payments of $0 and $2,000, and $570 and $8,045,$0, respectively, to C&R Films for reimbursement of various expenses. C&R Films paid no expenses in the three and nine months ended JanuaryJuly 31, 2026 and 2025, in operating expenses including rent, filing expenses, and accounting costs on behalf of the Company. C&R Films is controlled by Lamont Robert, CEO and acting CFO of the Company. The Company has a balance owed to C&R Films of $16,611 at JanuaryJuly 31, 2026.

During the three and nine months ended JanuaryJuly 31, 2026 and 2025, the Company received no advances and made no payments of $0 and $0, and $0 and $4,960, respectively, to Dos Cabezas for reimbursement of various expenses. Dos Cabezas paid no expenses in the three andmonths nine months ended JanuaryJuly 31, 2026 and 2025, in operating expenses including accounting costs on behalf of the Company. Dos Cabezas is controlled by Lamont Robert, CEO and acting CFO of the Company. The Company has a balance owed to Dos Cabezas of $9,434 at JanuaryJuly 31, 2026.

During the three and nine months ended JanuaryJuly 31, 2026 and 2025, the Company received no advances of $0 and $0, and $0 and $4,000, respectively, and made no payments to Kevin Frawley, an affiliate, for reimbursement of various expenses. During the three and nine months ended January July 31, 2026 and 2025, Kevin Frawley paid expenses totaling $6,730 $19,226 and $31,319, and $4,120 and $17,160,$18,755, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr. Frawley of $98,534$123,395 at JanuaryJuly 31, 2026.

During the three and nine months ended JanuaryJuly 31, 2026 and 2025, the Company received no advances of $5,000 and $15,600, and $4,500 and $8,695, respectively, and made no payments of $0 and $18,200, and $0 and $14,300, respectively, to Mike Criscione, Director, for reimbursement of various expenses. During the three and nine months ended JanuaryJuly 31, 2026 and 2025, Mr. Criscione paid noexpenses expensestotaling $5,000 and $0, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr. Criscione of $15,215$25,215 at JanuaryJuly 31, 2026.

The Company is obligated to pay motion picture residual payments of approximately 3.6% of gross licensing revenues collected by Mar Vista for residual earnings payable to the SAG-AFTRA pension and health benefit plans on behalf of the actors that performed in the motion pictures. On February 12, 2025, the Company entered into a settlement agreement with SAG-AFTRA to pay $10,943 of motion picture residual payments related to the motion picture “Terror Birds” and will be withheld from future distribution fees paid to us by Mar Vista related to the motion picture “Terror Birds”. In the three and nine months ended JanuaryJuly 31, 2026 and 2025, the Company made no payments totaling $0 and $0, and $0 and $0, respectively, and has a balance owed of $10,943 under Accounts payable and accrued expenses in the accompanying consolidated Balance Sheets at JanuaryJuly 31, 2026.