UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION
FILE NO.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
7812
(Primary Standard Industrial Classification Code Number)
(IRS Employer Identification No.)
(Address and telephone number of registrant’s executive office) Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| None | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|
|
☒ | Smaller reporting company |
|
| Emerging growth company |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
As of August 14, 2025, the Registrant had shares of common stock issued and outstanding.
AMERICAN PICTURE HOUSE CORPORATION
FORM 10-Q
AS OF JUNE 30, 2025
TABLE OF CONTENTS
| I |
General and Where You Can Find Other Information
Unless otherwise indicated, all references to the “Company,” “we,” “our,” and “APHP” refer to American Picture House Corporation a Wyoming corporation. References to “revenues” refer to net revenues. References to “U.S. dollars,” “dollars,” “U.S. $” and “$” are to the lawful currency of the United States of
| 1 |
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERICAN PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F- 1 |
AMERICAN PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | * | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ |
|
$ | |||||
| Accounts receivable |
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| Prepaid expenses |
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| Receivable - related party |
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| Total Current Assets |
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| Produced and licensed content costs |
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| Loans receivable, film financing arrangements |
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Intangible assets, net of accumulated amortization of $
|
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| TOTAL ASSETS |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Cash overdraft |
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| Accounts payable and accrued expenses |
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| Deferred revenue, current portion |
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| Interest payable - related party |
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| Interest payable - EIDL loan |
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| Note payable - related party |
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| Commercial Line of Credit |
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| Total Current Liabilities |
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| Economic injury disaster loan, non-current |
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| Total Liabilities |
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| Stockholders’ Equity (Deficit): | ||||||||
| Common Stock $ par value. authorized. and issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. |
|
|
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| Preferred Stock $ par value. authorized. and issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. | ||||||||
| Additional paid in capital |
|
|
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| Accumulated deficit |
(
|
) |
(
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) | ||||
| Total Stockholders’ Equity (Deficit) |
(
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) |
(
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) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ |
|
$ |
|
||||
| * |
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F- 2 |
AMERICAN PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ |
|
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| Cost of revenues | ||||||||||||||||
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| Operating Expenses: | ||||||||||||||||
| General and administrative |
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| Research and development |
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| Sales and marketing |
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| Total Operating Expenses |
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| Net Operating Loss |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
| Other Income (Expenses): | ||||||||||||||||
| Interest income |
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||||||||||||
| Interest expense |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
| Net Other Income (Expenses) |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
| Loss before income taxes |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
| Income taxes | ||||||||||||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Net loss per common share - Basic and Diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average shares used in per share computation - Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F- 3 |
AMERICAN PICTURE HOUSE CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the six months ended June 30, 2025 and 2024
(Unaudited)
| Common Stock | Preferred Stock | Additional Paid In | Accumulated |
Total
Stockholders’ Equity |
||||||||||||||||||||||||
| Shares | Par Value | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance, December 31, 2023 |
|
$ |
|
|
$ | $ |
|
$ |
(
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) | $ |
|
||||||||||||||||
| Issuance of Common Stock |
|
|
- |
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|
|||||||||||||||||||||||
| Stock option compensation | - | - |
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|
||||||||||||||||||||||||
| Net Loss | - | - |
(
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) |
(
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) | ||||||||||||||||||||||
| Balance, March 31, 2024 |
|
$ |
|
|
$ | $ |
|
$ |
(
|
) | $ |
|
||||||||||||||||
| Common Stock issued for services |
|
|
- |
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|
|||||||||||||||||||||||
| Issuance of Common Stock |
|
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- |
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|
|||||||||||||||||||||||
| Net Loss | - | - |
(
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) |
(
|
) | ||||||||||||||||||||||
| Balance, June 30, 2024 |
|
$ |
|
|
$ | $ |
|
$ |
(
|
) | $ |
|
||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid In | Accumulated |
Total
Stockholders’ Equity |
||||||||||||||||||||||||
| Shares | Par Value | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance, December 31, 2024 |
|
$ |
|
|
$ | $ |
|
$ |
(
|
) | $ |
(
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) | |||||||||||||||
| Preferred stock redeemed in exchange for assets |
(
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) |
(
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) |
(
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) | ||||||||||||||||||||||
| Stock option compensation | - | - |
|
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| Net Loss | - | - |
(
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) |
(
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) | ||||||||||||||||||||||
| Balance, March 31, 2025 |
|
$ |
|
|
$ | $ |
|
$ |
(
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) | $ |
(
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) | |||||||||||||||
| Common Stock issued for services |
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| Stock option compensation | - | - |
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| Net Loss | - | - |
(
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) |
(
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) | ||||||||||||||||||||||
| Balance, June 30, 2025 |
|
$ |
|
|
$ | $ |
|
$ |
(
|
) | $ |
(
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) | |||||||||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F- 4 |
AMERICAN PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Income (Loss) | $ |
(
|
) | $ |
(
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) | ||
| Adjustments to Reconcile Net Income (Loss) to Net Cash Flows from Operating Activities: | ||||||||
| Expiration of produced and licensed costs |
|
|
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| Impairment of loan receivable, film financing arrangements |
|
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| Stock option expense |
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| Commons stock issued for services |
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| Preferred stock redeemed in exchange for assets |
(
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) | ||||||
| Amortization expense |
|
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| Change in operating assets and liabilities: | ||||||||
| Accounts receivable |
|
(
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) | |||||
| Prepaid expenses |
(
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) |
|
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| Receivables - related party |
|
|
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| Loans receivable, film financing arrangements |
(
|
) | ||||||
| Produced and licensed costs |
(
|
) |
(
|
) | ||||
| Cash overdraft |
(
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) | ||||||
| Accounts payable and accrued expenses |
|
|
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| Payable to related party | ||||||||
| Interest payable |
|
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| Interest payable - related parties |
|
|
||||||
| Interest payable - EIDL loan |
(
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) |
(
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) | ||||
| Deferred revenue |
|
|||||||
| Net Cash Flows from Operating Activities |
(
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) |
(
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) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Intangible assets |
(
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) | ||||||
| Net Cash Flows from Investing Activities |
(
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) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from debt borrowings - related parties |
|
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| Repayment of debt borrowings - related parties |
(
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) |
(
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) | ||||
| Proceeds from commercial line of credit |
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| Repayments on commercial line of credit |
(
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) | ||||||
| Proceeds from sale of Common Stock |
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| Net Cash Flows from Financing Activities |
|
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| Net Increase in Cash and Cash Equivalents |
|
(
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) | |||||
| Cash and Cash Equivalents, Beginning of Period |
|
|||||||
| Cash and Cash Equivalents, End of Period | $ |
|
$ |
|
||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F- 5 |
AMERICAN PICTURE HOUSE CORPORATION
NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – Organization And Description of Business
American Picture House Corporation. (“the Company,” “we,” “APHP”, and “us”) was incorporated in the State of Nevada on September 21, 2005, originally under the corporate name of Servinational, Inc. The Company subsequently changed its name to Shikisai International, Inc. in November 2005 and then to Life Design Station, Intl., Inc. in August 2007. The Company changed its state of domicile from Nevada to Wyoming on October 13, 2020. On December 4, 2020, the Company changed its name to American Picture House Corporation.
The Company’s year-end is December 31.
NOTE 2 – Summary Of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Our interim financial statements are unaudited, and in our opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2025. These unaudited consolidated financial statements and related notes should be read in conjunction with our financial statements for the year ended December 31, 2024.
Principles of Consolidation
The condensed consolidated financial statements of the Company include the accounts of American Picture House Corporation and its wholly owned subsidiaries, Devil’s Half-Acre, LLC and Ask Christine Productions, LLC. Devil’s Half-Acre, LLC and Ask Christine Productions, LLC were both dissolved on May 12, 2025.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amount of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Cash and cash equivalents
Cash
equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit),
that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the
date acquired. The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in
accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”) and/or by the Securities Investor Protection Corporation
(the “SIPC”). The Company may periodically have cash balances in financial institutions in excess of the FDIC and SIPC insurance
limits of $
| F- 6 |
Accounts receivable
Accounts
receivable primarily consist of trade receivables due from fees derived from licensing of IP to content providers worldwide. As of December
31, 2024,
| June 30, 2025 | December 31, 2024 | |||||||
| Accounts receivable, CAMA | $ | $ |
|
|||||
| $ | $ |
|
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Allowance for doubtful accounts
The allowance for doubtful accounts is determined with respect to amounts the Company has determined to be doubtful of collection. In determining the allowance for doubtful accounts, the Company considers, among other things, its past experience with customers, the length of time that the balance is past due, the customer’s current ability to pay and available information about the credit risk on such customers. Management determined that no allowance for doubtful accounts is necessary at June 30, 2025 or December 31, 2024.
Prepaid expenses
At
June 30, 2025, prepaid expenses consisted of prepaid insurance, prepaid licenses, and prepaid services. Prepaid expenses are amounts
paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the
prepaid expenses are eventually consumed, they are charged to expense. The Company had $
Produced and Licensed Content Costs
The Company capitalizes certain costs related to film project rights, options and other development-stage investments, as well as loans and receivables related to film productions. Long-lived assets, including film rights and options, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC 360-10-35. Receivables and loans are assessed for collectability based on the credit quality of counterparties, project progress, and other qualitative and quantitative factors. When it is determined that an asset’s carrying value exceeds its estimated future economic benefit and no reasonable expectation exists of recovery, the asset is either impaired (adjusted to its recoverable amount) or written off in full. Impairment losses and write-offs are recognized in the period in which the determination is made and are recorded in the consolidated statements of operations as impairment expense.
Capitalized production costs, whether produced or acquired/ licensed rights, include development costs, direct costs and production overhead. These amounts and licensed content are included in “Produced and Licensed Content Costs” on the balance sheet as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Films in development and pre-production stage | $ |
|
$ |
|
||||
| $ |
|
$ |
|
|||||
On
March 11, 2025, an agreement was executed between the Company’s past president, Alfred John Luessenhop, Jr. (“Luessenhop”)
and APHP, along with its affiliated entities Devil’s Half-Acre, LLC and Ask Christine Productions, LLC. Under the terms of the
agreement, Luessenhop agreed to transfer
shares of APHP common stock, valued at $
On April 29, 2025, The Noah Morgan Private Family Trust retired ten preferred shares of the Company in lieu of Mr. Luessenhop retiring one million shares of APHP as Mr. Luessenhop was required to do by the APHP Luessenhop Agreement dated March 11, 2025.
Impairment Assessment for Investment in Films and Licensed Program Right
On
June 12, 2025, the Company’s Chief Executive Officer reported to the Board of Directors that the Company will not pursue production
of
Coyote Sleeps
and the underlying option rights have expired. Management concluded that no future economic benefit is expected
from this project and, accordingly, the remaining carrying value was written off in full during the quarter. The write-off was recorded
as an impairment loss of $
As
of June 30, 2025, the Company has one property,
TURN UP THE SUN!, in pre-production and
continues to actively market it through
its sales agent, The Syndicate, including at film festivals, and is pursuing distribution arrangements with potential streaming partners.
Although the original option to acquire a
During
the quarter ended June 30, 2024, the Company allowed options to two screenplays to expire and wrote-off $
| F- 7 |
Assigned rights to the feature film, BUFFALOED.
In
November 2022, the Company obtained certain limited rights to the feature film
BUFFALOED
from Bold Crayon, Inc. (“BC”),
including a secured position of a one million three hundred eighty-thousand-dollar ($
As
partial consideration for the BC Assets acquired by APHP, APHP paid BC the first one hundred thirty thousand dollars ($
Intangible assets
The Company’s intangible assets include in-service and under-development websites and licensed internal use software.
The
capitalized costs of the Company’s websites placed into service were subject to straight-line amortization over a three-year
period. Amortization expense totaled $
As noted above, on March 11, 2025, the Company’s past president, Alfred John Luessenhop, Jr was assigned APHP’s rights under a Software License Agreement dated November 16, 2023, and a Microsoft Azure Cloud Services Agreement.
Deferred Revenue
Deferred
revenue represents the amount billed to clients that has not yet been earned, pursuant to agreements entered into in current and prior
periods. As of June 30, 2025 and December 31, 2024, total net deferred revenue was $
Revenues
and Costs from Services and Products
– Historically, Company’s revenue comes from contracts with customers for
consulting services and from the licensing and distribution of film and other entertainment rights. The consulting services typically
relate to development of business strategy and monetization of intellectual property rights. The Company accounts for a contract with
a customer when there is an enforceable contract between the Company and the customer, the rights of the party are identified, the contract
has economic substance, and collectability of the contract is considered probable. Historically, the term of these consulting agreements
has been approximately three to six months in duration. The Company’s revenue is measured based on considerations specified in
the contract with each customer. Accounting Standards Codification (“ASC”) 606 allows for adoption of an “as invoiced”
practical expedient that allows companies to recognize revenue in the amount to which the entity has a right to invoice when they have
a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s
performance completed to date. The Company has elected to adopt this practical expedient with regards to its consulting services revenue.
Revenues for the three months and six months ended June 30, 2025 and 2024 totaled $
| F- 8 |
Revenues from Films and Licensed Rights , are calculated based on expected ultimate revenues estimated over a period not to exceed ten years following the date of initial release of the motion picture. For an episodic television series, the period over which ultimate revenues are estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. For titles included in acquired libraries, ultimate revenue includes estimates over a period not to exceed twenty years following the date of acquisition.
Revenue
derived from the
BUFFALOED
CAMA totaled $
Fair Value Measurements – The Company measures and discloses fair value in accordance with the ASC Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions there exists a three-tier fair-value hierarchy, which prioritizes the input used in measuring fair value as follows:
Level 1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.
Level 2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
Level 3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. The valuation of the right to obtain control over affiliated company, right to acquire shares of other companies, contingent consideration to be paid upon achieving of performance milestone, certain convertible bridge loans (following the maturity date and thereafter) and certain freestanding stock warrants and bifurcated convertible feature of convertible bridge loans issued to the units’ owners, fall under this category.
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.
The fair value of cash and cash equivalents is based on its demand value, which is equal to its carrying value. Additionally, the carrying value of all other short- term monetary assets and liabilities are estimated to be equal to their fair value due to the short-term nature of these instruments.
Valuation of Long-Lived Assets – The Company evaluates whether events or circumstances have occurred which indicate that the carrying amounts of long- lived assets (principally produced and licensed content costs) may be impaired or not recoverable. The significant factors that are considered that could trigger an impairment review include: changes in business strategy, market conditions, or the manner of use of an asset; underperformance relative to historical or expected future operating results; and negative industry or economic trends. In evaluating an asset for possible impairment, management estimates that asset’s future undiscounted cash flows and appraised values to measure whether the asset is recoverable. The Company measures the impairment based on the projected discounted cash flows of the asset over its remaining life.
| F- 9 |
Income taxes
The Company accounts for income taxes under FASB ASC 740, “ Accounting for Income Taxes” . Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “ Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
Basic (loss) income per share is computed by dividing net (loss) income available to Common Stockholders by the weighted average number of common shares outstanding during the period. Diluted (loss) income per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the (loss) income of the Company. In computing diluted (loss) income per share, the treasury stock method assumes that outstanding instruments are exercised/converted, and the proceeds are used to purchase Common Stock at the average market price during the period. Instruments may have a dilutive effect under the treasury stock method only when the average market price of the Common Stock during the period exceeds the exercise price/conversion rate of the instruments.
|
June 30,
|
December
31,
2024 |
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| Convertible Preferred Stock |
|
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| Stock options |
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|
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Segment Information
Operating
segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief
operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance.
For the period of these financial statements, the CEO of the Company was the CODM. The Company views its operations and manages its business
as
| F- 10 |
New accounting standards
The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.
Note 3 – Liquidity and Going Concern
The
Company’s financial statements are prepared using account principles generally accepted in the United States (“U.S. GAAP”)
applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
As of June 30, 2025, the Company had a working capital deficit of approximately ($
The
Company has a limited operating history, which makes it difficult to evaluate current business and future prospects. During the first
six months of 2025, the Company reported $
NOTE 4. Film Production Loans
Senior Mezzanine Loan Agreement with Barron’s Cove Movie, LLC
In
February 2024, the Company loaned $
Senior Loan Agreement with PNP Movie, LLC
In
February 2024, the Company agreed to loan PNP Movie, LLC $
Additionally, the agreement states that Mr. MacGregor shall be entitled to a producer fee based on work to be performed and that Mr. MacGregor will receive a “Producer” credit and his son a “Co-Producer” credit on the film.
The
loan associated with
People Not Places
has been in default for more than 120 days. The project is experiencing significant post-production
challenges and management believes there is significant uncertainty regarding whether the film will be completed or released. Management
concluded that the loan investment is uncollectible and has no future economic benefit, and accordingly, recorded a full write-off of
the investment during the quarter. The write-off was recorded as an impairment loss of $
| F- 11 |
NOTE 5. Intangible Assets
The identifiable intangible assets consist of the following assets:
| June 30, 2025 | December 31, 2024 | |||||||
| Website placed in service | $ |
|
$ |
|
||||
| Software - predeployment |
|
|||||||
|
|
|
|||||||
| Accumulated amortization |
(
|
) |
(
|
) | ||||
| $ |
|
$ |
|
|||||
As noted above, on March 11, 2025, the Company’s past president, Alfred John Luessenhop, Jr was assigned APHP’s rights under a Software License Agreement dated November 16, 2023, and a Microsoft Azure Cloud Services Agreement.
There were no impairment charges associated with the Company’s identifiable intangible assets during the three and six months ended June 30, 2025 and 2024.
Amortization
expense totaled $
Note 6 – Notes Payable
Note Payable – Mr. MacGregor
During
the six months ended June 30, 2025, the Company borrowed $
During
the six months ended June 30, 2024, the Company borrowed $
Noah Morgan Private Family Trust Loan Agreement (“NMPFT”)
During
the six months ended June 30, 2025, the Company borrowed $
Note Payable – Board Member
During
the quarter ended September 30, 2024, the Company borrowed $
Economic In j ury Disaster Loan
In
March 2021, the Company executed an
Economic Injury Disaster Loan (“EIDL
”) secured loan with the U.S. Small Business
Administration under the EIDL program in the amount of $
Commercial Line of Credit
During
April 2024, the Company entered into a line of credit agreement with American Express. During the six months ended June 30, 2024, the
Company borrowed a total of $
| F- 12 |
Note 7 – Equity
Common Stock
The Company has common shares authorized. As of August 14, 2025, the Company has shares issued and outstanding. As of August 14, 2025, the total number of shareholders of record was .
The Common Stock has a one share one voting right with no other rights. There are no provisions in the Company’s Articles of Incorporation, Articles of Amendment, or By-laws that would delay or prevent a change of control. The Board may from time to time declare, and the Company may pay, dividends on its shares in cash, property, or its own shares, except when the Corporation is insolvent, when the payment thereof would render the Company insolvent, subject to any preferential dividend rights of outstanding shares of preferred shares or when the declaration or payment thereof would be contrary to any other state law restrictions.
Preferred Stock
The
Preferred Stock consists of
preferred shares authorized, of which
preferred shares have been designated as Series A
Convertible Preferred Stock (“Series A preferred shares” herein). At present,
Series A preferred shares are issued
and outstanding.
The
“Liquidation Preference” with respect to a share of Series A preferred stock means an amount equal to the ratio of (i.) the
total amount of the Company’s assets and funds available for distribution to the Series A preferred shares to (ii.) the number
of shares of Series A preferred stock outstanding. The Series A preferred stock has a liquidation preference equal to $
Dividend Provisions
Subject to preferential dividend rights, if any, of the holders of Preferred Stock, dividends on the Common Stock may be declared by the Board of Directors and paid out of any funds legally available therefor at such times and in such amounts as the Board of Directors shall determine.
Common Stock Activity
During
the six months ended June 30, 2024, the Company sold
shares of Common Stock resulting in total proceeds of $
Preferred Stock Activity
On April 29, 2025, The Noah Morgan Private Family Trust retired preferred shares of the Company in lieu of Mr. Luessenhop retiring one million shares of APHP as Mr. Luessenhop was required to do by the APHP Luessenhop Agreement dated March 11, 2025.
| F- 13 |
The American Picture House Corporation 2023 Directors, Employees and Advisors Stock Incentive and Compensation Plan (the “Plan”) was established in January 2023 to create an additional incentive to promote the financial success and progress of the Company. The Plan shall be administered by the Board of Directors and may grant options to purchase shares of the authorized but unissued Common Stock of the Company. The options may be either incentive stock options or nonqualified stock options.
The options granted under the Plan expire on the date determined by the Board of Directors and may not extend more than years.
Under the Plan, unless the board specifies otherwise, stock options must be granted at an exercise price not less than the fair value of the Company’s Common Stock on the grant date. The aggregate fair value of incentive stock options held by any optionee shall not exceed $ .
The Board of Directors shall determine the terms and conditions of the options.
During
the quarters ended June 30, 2025 and 2024, the Company recorded $
Stock Option Grants
On February 8, 2024, the Company’s Board of Directors authorized the issuance of options to each of its nine board members, options to advisors, options to Mr. Macgregor, and options to Mr. Blanchard for an aggregate of options with the rights to purchase common shares of the Company at an exercise price of $ per share. As all of the options vested upon grant, the Company recorded $ of stock option compensation expense in the quarter ended March 31, 2024. Share-based compensation expense is reported within General and Administrative expenses. Also during 2024, two of the directors resigned from the Board and forfeited options to purchase an aggregate of shares of Common Stock. In November 2024, the Board granted management the right to issue options to purchase an aggregate of shares of Common Stock to two consultants.
Note 9 – Contingencies and Uncertainties
Risks and Uncertainties – The Company’s operations are subject to significant risks and uncertainties including financial, operational, and regulatory risks, including the potential risk of business failure. The Company does not have employment contracts with its key employees, including the controlling shareholders who are officers of the Company.
Note 10 – Related Party Transactions
The Company has agreed to indemnify Mr. MacGregor for all legal and professional costs originating from the lawsuit Randall S. Sprung v. Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc. – Supreme Court of New York, County of Kings, Index No.: 504677/2019. This indemnification arrangement remained in effect through the conclusion of the litigation, which was permanently discontinued in May 2025.
On August 1, 2025, Bannor Michael MacGregor, the Company’s Chief Executive Officer and Chairperson, entered into a Pledge and Agreement Not to Convert Preferred Shares with the Company. Under the terms of this agreement, Mr. MacGregor has irrevocably agreed not to convert any preferred shares under his control into common stock for a period of ninety (90) days from the date of the agreement, unless such restriction is released earlier by the prior written consent of a majority of the Company’s Board of Directors. The agreement was entered into to provide stability to the Company’s capital and voting structure.
During
the three months ended June 30, 2025 and 2024, the Company incurred approximately $
The
Company has consulting services relationships with members of the Board whereby they were compensated a total of $
| F- 14 |
In
August 2022, the Company funded Devil’s Half-Acre Productions, LLC owned by Alfred John Luessenhop to produce the feature film
Devil’s Half-Acre written and directed by Dashiell Luessenhop, a son of Alfred John Luessenhop, a former Board member. In July
2023 APHP obtained
During
2022, the Company entered into definitive agreements to secure Bold Crayon Corporation (“Bold Crayon” or “BC”)
as a development partner and purchased certain assets from Bold Crayon, including a portion of the rights to a feature film, and copyrights
on six film titles. The Parties agree that APHP will designate BC as a “Content Partner”, wherein BC will develop content
and present APHP with a first opportunity to co-finance and/or coproduce content developed by BC subject to a mutually agreed upon Content
Partner Agreement and BC will accept such designation. The Company anticipates any rights and obligations between APHP and BC to be effective
upon the greenlighting of a specific film or show by Mr. MacGregor, CEO and a director of the Company. Mr. MacGregor is also the CEO
and a director of Bold Crayon and effectively controls Bold Crayon as a managing manager of the trustee of the trust that owns the majority
ownership interest in Bold Crayon. Mr. Michael Blanchard was a past Director and Secretary/Treasurer of Bold Crayon and is a director
of APHP. The transaction between the parties has been consummated and all IP and copyrights have been transferred. During the quarters
ended June 30, 2025 and 2024, the Company reported revenues of $
On
November 11, 2024, the Company entered into an agreement with SSS Entertainment LLC wherein the Company exchanged
common
shares of APHP and the promise to pay $
Note Payable – Mr. MacGregor
During
the six months ended June 30, 2025, the Company borrowed $
During
the six months ended June 30, 2024, the Company borrowed $
Noah Morgan Private Family Trust Loan Agreement (“NMPFT”)
During
the six months ended June 30, 2025, the Company borrowed $
Note Payable – Board Member
During
the quarter ended September 30, 2024, the Company borrowed $
NOTE 11 – SUBSEQUENT EVENTS
In accordance with FASB ASC 855-10, Subsequent Events , the Company has analyzed its operations subsequent to June 30, 2025, to the date these consolidated financial statements were issued. Except as noted below, management has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.
SSS
Entertainment Agreement –
Turn Up the Sun
Option Extension and
Barron’s Cove
Acquisition
On
August 1, 2025, the Company entered into an agreement with SSS Entertainment, LLC (“SSS”) to (i) extend to December 31,
2025 its option to acquire a
As consideration, the Company issued
shares of its common stock to SSS’s principal, allocated equally between the option
extension and the asset acquisition. The Company will pay to SSS the first
The Company is assessing the accounting treatment and financial impact of this transaction, which will be reflected in future periods.
| F- 15 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our condensed financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements due to various factors, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
Recent
Developments
On August 1, 2025, subsequent to the end of the second quarter, the Company entered into an agreement with SSS Entertainment, LLC (“SSS”) to extend to December 31, 2025 its option to acquire a 24% ownership interest in the feature film Turn Up the Sun! (aka Pose) for $725,000 and to acquire all rights, title, and interest in the feature film Barron’s Cove and related secured assets. As consideration, the Company issued 500,000 shares of its common stock, allocated equally between the option extension and the asset acquisition. The agreement also provides for the Company to pay SSS the first 85% of revenues from exploitation of Barron’s Cove until SSS has recouped $2 million, after which all such revenues will be retained by the Company. SSS may elect to convert future revenue entitlements into shares of the Company’s common stock at a conversion rate of 2.5 times the retained revenue, subject to a $1.00 per share floor. Management believes this transaction expands the Company’s film portfolio and may provide additional revenue opportunities in future periods.
Organizational History of the Company and Overview
Corporate History
American Picture House Corporation was incorporated in Nevada on September 21, 2005 under the name Servinational, Inc. The Company subsequently changed its name to Shikisai International, Inc. in November 2005 and then to Life Design Station, Intl., Inc. in August 2007. The Company changed its state of domicile from Nevada to Wyoming on October 13, 2020. On December 4, 2020, the Company changed its name to American Picture House Corporation.
The Board of Directors approved a 50:1 reverse stock split that became effective in the marketplace on October 11, 2021.
Following the reverse stock split, on September 13, 2021, the Company also adopted an amendment, which was independent of the above-mentioned reverse stock split, to the Company’s Articles of Incorporation to reduce the number of authorized shares from 4,700,000,000 shares of Common Stock at $0.0001 par value to 1,000,000,000 shares of Common Stock at $0.0001 par value.
On October 16, 2024 the shareholders approved our Second Amended and Restated Articles of Incorporation, which amends Article VI, paragraph A. (1) of our current Amended and Restated Articles of Incorporation to grant authorization to our Board of Directors to determine, without shareholder approval, the designations, preferences, limitations, restrictions, and relative rights of any additional classes of Preferred Stock, and variations in the relative rights and preferences as between different series. The Company filed the Second Amended and Restated Articles of Incorporation with the State of Wyoming in April 2025.
As of August 14, 2025, the Company has 1,001,000,000 shares authorized, including 1,000,000,000 common shares and 1,000,000 preferred shares.
Common Shares - As of August 14, 2025, APHP has 1,000,000,000 common shares authorized of which 112,899,3325 shares issued and outstanding. As of August 14, 2025, the total number of shareholders of record was 332. All common shares are entitled to participate in any distributions or dividends that may be declared by the Board of Directors, subject to any preferential dividend rights of outstanding shares of preferred shares.
Preferred Shares - As of August 14, 2025, the Company had 1,000,000 preferred shares authorized, of which 100,000 preferred shares have been designated as Series A Convertible Preferred Stock (“Series A preferred shares” herein). At present, 3,839 Series A preferred shares are issued and outstanding. The Series A preferred shares do not have any rights to dividends; voting - each share of Series A preferred shares carries a superior voting right to the Company’s common shares, each Series A preferred share shall be counted as 1,000,000 votes in any Company vote. Each Series A preferred share is convertible at a ratio of 1 to 100,000 so that each one share of Series A preferred shares may be exchanged for 100,000 common shares. Series A preferred shares hold a first position lien against all of the Company’s assets including but not limited to the Company’s IP (“Intellectual Property”). The Preferred shares do not have any specific redemption rights or sinking fund provisions.
Voting Control – As of August 14, 2025, Mr. Bannor Michael MacGregor, the Company’s Chief Executive Officer and Chairperson, beneficially owned 24,413,041 shares of the Company’s common stock (including options exercisable within 60 days), representing approximately 21.62% of the outstanding common shares. In addition, Mr. MacGregor directly and indirectly beneficially owns and controls all 3,839 issued and outstanding shares of the Company’s Series A Preferred Stock, representing 100% of that class. Each Series A Preferred Share has voting rights equal to 1,000,000 votes per share, for an aggregate of 3,839,000,000 votes. When combined with the voting rights associated with his common stock ownership, Mr. MacGregor controls voting rights equivalent to 3,863,163,041 shares of common stock, or approximately 97.75% of the Company’s total voting power.
| 2 |
Business Overview
American Picture House Corporation (“APHP”) , also known as American Picture House Pictures, aims to become a premier entertainment company focused on the development, financing, and production of feature films, limited series, and content-driven technologies. Led by astute financiers and supported by accomplished creatives, the Company is committed to delivering high-quality content with broad market appeal.
Historically, APHP has offered strategic consulting services to clients within the entertainment sector, providing guidance in areas such as business planning, financial projections, and corporate marketing. While these engagements showcased the Company’s expertise in both entertainment and general business strategy, APHP has since pivoted away from providing independent consulting services. Moving forward, the Company will concentrate exclusively on internal content development and strategic partnerships.
APHP is now focused on partnering with filmmakers, showrunners, content creators, and innovative technology partners to develop, package, finance, and produce compelling film and television projects. The Company’s leadership, Board of Directors, and advisory team bring decades of experience across key entertainment functions, including writing, producing, directing, casting, sales, and licensing, with long-standing relationships at major studios and production companies. Although these relationships have yet to translate into direct business for APHP, the Company anticipates leveraging these connections in its upcoming projects.
Strategic Focus: Mid-Budget Productions
APHP specializes in mid-budgeted productions where the majority, if not all, of the production budget can be secured against the project’s intellectual property (“IP”), projected and pre-sold licensing agreements, incentive programs, tax credits, and grants. The value of the IP, such as book rights, screenplays, or scripts, can be significantly enhanced by the attachment of award-winning talent, seasoned producers, and skilled directors, making it a critical asset for financial structuring.
By assembling robust production packages that include proven creative elements and cost-efficient strategies, such as filming in incentive-friendly locations and building lean budgets, APHP can mitigate financial risk, reduce its equity exposure, and attract third-party investment. These efforts are designed to improve profitability and maximize investor confidence through the development of bankable content.
APHP’s strategic approach emphasizes financial sophistication, creative excellence, and the use of forward-thinking technology. To date, APHP owns and has optioned several IPs with the goal of co-producing and co-financing both feature films and limited series.
Understanding APHP’s Strategy Through the Filmmaking Lifecycle
To better explain APHP’s business model, the filmmaking process can be broken down into five key stages, each with distinct responsibilities and goals:
| ● | Development – Acquiring rights (e.g., books, plays), developing story ideas, and writing the screenplay. This stage includes securing financing. | |
| ● | Pre-Production – Finalizing the script, hiring cast and crew, scouting and securing locations, and designing sets. | |
| ● | Production – The actual filming process where raw footage is captured. | |
| ● | Post-Production – Editing the footage, adding visual effects, sound design, and finalizing the film. | |
| ● | Distribution – Marketing and distributing the finished project to theaters, streaming platforms, and other outlets. |
APHP’s strategy is to participate meaningfully at each of these stages, especially in development, financing, and packaging, to ensure that every project is positioned for both creative and commercial success.
| 3 |
Our Strategy to Build Value
APHP’s business strategy centers on acquiring or optioning intellectual properties, such as book rights, screenplays, and scripts, that have already undergone a meaningful level of development investment. In many cases, these properties were advanced by their original creators or teams who, after making substantial financial or creative commitments, chose to pause or abandon further development due to budgetary or strategic reasons.
By targeting projects at this stage, APHP aims to acquire valuable entertainment assets at a reduced upfront cost. In exchange, we may offer the original team a share in future revenues generated by the property. This approach enables us to:
| ● | Minimize initial capital expenditures; | |
| ● | Allocate more resources toward advancing the project through the filmmaking pipeline; | |
| ● | Benefit from the insights, creative contributions, and goodwill of the original development team; and | |
| ● | Significantly reduce financial and creative risk. |
Our strategy is predicated on our management team’s ability to identify projects with unrealized potential and execute on the next stages of development where previous efforts may have stalled. This includes leveraging our experience, industry relationships, and financial acumen to transform dormant or undervalued IP into market-ready content.
Value Creation Initiatives
Once acquired, we enhance the value of these properties through a multi-pronged strategy that includes:
| ● | Engaging experienced Writers Guild of America (WGA) writers to further develop, polish, or rewrite the material; | |
| ● | Attaching high-quality talent—such as reputable producers, directors, and actors; | |
| ● | Assessing and securing international pre-sales and understanding global market value; | |
| ● | Establishing relationships with key financial institutions and banking partners; | |
| ● | Partnering with talent agencies and retaining top legal counsel; | |
| ● | Identifying strategic filming locations that offer robust tax incentives, rebates, or grants; | |
| ● | Creating comprehensive production budgets and tailored financing strategies; | |
| ● | Securing completion bonds to mitigate production risk; and | |
| ● | Developing professional production and marketing materials, such as look books, preliminary artwork, and scouting reports. |
This methodical, value-driven approach allows APHP to position each project for optimal creative execution, financial performance, and market success, ultimately maximizing returns for the Company and its partners.
Organizational Structure
At present, the Company has no employees. We do, however, utilize the services of consultants. The Company is managed by its officers. Bannor Michael MacGregor is the CEO, Jonathan Sanger is the President, Michael Blanchard is the Secretary, and Daniel Hirsch is the Treasurer, all report to a Board of Directors. At present, only Bannor Michael MacGregor is under a Consulting Agreement.
| 4 |
Our Offices
The Company maintains three virtual offices in New York, NY, Raleigh, NC, and Los Angeles, CA.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
Our significant accounting policies are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.
Cybersecurity Update
APHP’s risk management program remains unchanged; see “Item 8. Cybersecurity” in our Annual Report on Form 10-K for a full discussion of our risk management and governance framework.
COVID-19 Update
To date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise.
Off-Balance Sheet Arrangements
None.
| 5 |
Results of Operations
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
The following table summarizes our results of operations for the three months ended June 30, 2025 and 2024:
| Three months ended June 30, | ||||||||||||
| 2025 | 2024 | Change $ | ||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Cost of revenues | - | - | - | |||||||||
| - | - | - | ||||||||||
| Operating Expenses: | ||||||||||||
| General and administrative | 750,406 | 380,082 | 370,324 | |||||||||
| Research and development | - | 703 | (703 | ) | ||||||||
| Sales and marketing | 1,369 | 11,350 | (9,981 | ) | ||||||||
| Total Operating Expenses | 751,775 | 392,135 | 359,640 | |||||||||
| Net Operating Loss | (751,775 | ) | (392,135 | ) | (359,640 | ) | ||||||
| Other Income (Expenses): | ||||||||||||
| Interest income | 44 | 384 | (340 | ) | ||||||||
| Interest expense | (8,897 | ) | (12,820 | ) | 3,923 | |||||||
| Net Other Income (Expenses) | (8,853 | ) | (12,436 | ) | 3,583 | |||||||
| Loss before income taxes | (760,628 | ) | (404,571 | ) | (356,057 | ) | ||||||
| Income taxes | - | - | - | |||||||||
| Net loss | $ | (760,628 | ) | $ | (404,571 | ) | $ | (356,057 | ) | |||
Revenues and Cost of Revenues
The Company had no revenues during the quarters ended June 30, 2025 and 2024,
General and Administrative Expenses
General and administrative expenses for the three months ended June 30, 2025 were approximately $750,000 compared to approximately $380,000 for the three months ended June 30, 2024, an increase of approximately $370,000. The 2025 period included $110,000 of stock-based compensation expense to a consultant, the write-off of $196,200 of loans receivable that management determined were uncollectible, and the expiration of rights to a screenplay carried on the books at $150,834. The 2025 period also included $73,000 of stock option expense compared to $0 in the 2024 period. These one-time expenses were offset by lower operational expenses.
Sales and Marketing Expenses
Sales and marketing expenses for the three months ended June 30, 2025 were approximately $1,000 compared to approximately $11,000 for the three months ended June 30, 2024, a decrease of approximately $10,000.
Other Income (Expense)
Interest Income. Interest income for the three months ended June 30, 2025 and 2024 was minimal and consisted of interest earned on invested cash balances.
Interest Expense. Interest expense for the three months ended June 30, 2025 and 2024 was $8,897 and $12,820, respectively, and was primarily related to our Economic Injury Disaster Loan (“EIDL ”), commercial line of credit and related party working capital loans.
| 6 |
Liquidity and Capital Resources
We had an accumulated deficit of approximately $8.5 million, incurred a net loss of approximately $761,000, and had cash outflows from operations of approximately $90,000 as of and for the three months ended June 30, 2025. Further, we expect to continue to incur significant costs in the pursuit of our business plans. We cannot assure you that our plans to raise capital or to complete our film development and production activities will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
Since our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable future as we develop and produce feature films. To date, we have funded our operations with proceeds from sales of Common Stock and borrowings from related parties under promissory notes. As of June 30, 2025, our cash and cash equivalents were negligible and we were not able to meet our current obligations as they became due and payable.
Operating Activities
During the three months ended June 30, 2025, operating activities consumed approximately $90,000 of cash. Accounts payable and accrued expenses increased by approximately $161,000 during the quarter due to a lack of liquidity to meet current obligations as they became due and payable.
During the three months ended June 30, 2024, operating activities used approximately $441,000 of cash, including providing a $220,000 of financing to a film production company and payments resulting in a $42,000 reduction in accounts payable and accrued expenses.
Investing Activities
During the three months ended June 30, 2025 and 2024, investing activities included approximately $0 and $19,000 of costs related to development of the Company’s website.
Financing Activities
During the three months ended June 30, 2025, net cash provided by financing activities was $86,000 which was comprised of $86,000 of related party borrowings.
During the three months ended June 30, 2024, net cash provided by financing activities was approximately $311,000 which included approximately $211,000 of related party borrowings and approximately $154,000 of proceeds from the sale of Common Stock.
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
The following table summarizes our results of operations for the six months ended June 30, 2025 and 2024:
| Six months ended June 30, | ||||||||||||
| 2025 | 2024 | Change $ | ||||||||||
| Revenues | $ | - | $ | 23,003 | $ | (23,003 | ) | |||||
| Cost of revenues | - | - | - | |||||||||
| - | 23,003 | (23,003 | ) | |||||||||
| Operating Expenses: | ||||||||||||
| General and administrative | 1,225,863 | 1,882,014 | (656,151 | ) | ||||||||
| Research and development | - | 703 | (703 | ) | ||||||||
| Sales and marketing | 1,830 | 25,325 | (23,495 | ) | ||||||||
| Total Operating Expenses | 1,227,693 | 1,908,042 | (680,349 | ) | ||||||||
| Net Operating Loss | (1,227,693 | ) | (1,885,039 | ) | 657,346 | |||||||
| Other Income (Expenses): | ||||||||||||
| Interest income | 44 | 486 | (442 | ) | ||||||||
| Interest expense | (21,816 | ) | (16,005 | ) | (5,811 | ) | ||||||
| Net Other Income (Expenses) | (21,772 | ) | (15,519 | ) | (6,253 | ) | ||||||
| Loss before income taxes | (1,249,465 | ) | (1,900,558 | ) | 651,093 | |||||||
| Income taxes | - | - | - | |||||||||
| Net loss | $ | (1,249,465 | ) | $ | (1,900,558 | ) | $ | 651,093 | ||||
Revenues and Cost of Revenues
The Company had no revenue during the six months ended June 30, 2025. During the six months ended June 30, 2024, the Company had revenues totaling $23,000 all of which were from the BUFFALOED CAMA.
General and Administrative Expenses
General and administrative expenses for the six months ended June 30, 2025 were approximately $1,226,000 compared to approximately $1,882,000 for the six months ended June 30, 2024, a decrease of approximately $656,000. The 2025 period included $306,000 of stock-based compensation expense compared to $1,258,000 in the 2024 period. The 2025 period also included the write-off of $196,200 of loans receivable that management determined were uncollectible, and the expiration of rights to a screenplay carried on the books at $150,834.
Sales and Marketing Expenses
Sales and marketing expenses for the six months ended June 30, 2025 were approximately $2,000 compared to approximately $25,000 for the six months ended June 30, 2024, a decrease of approximately $23,000.
Other Income (Expense)
Interest Income. Interest income for the six months ended June 30, 2025 and 2024 was minimal and consisted of interest earned on invested cash balances.
Interest Expense. Interest expense for the six months ended June 30, 2025 and 2024 was $21,816 and $16,005, respectively, and was primarily related to our Economic Injury Disaster Loan (“EIDL ”), commercial line of credit and related party working capital loans.
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Liquidity and Capital Resources
We had an accumulated deficit of approximately $8.5 million, incurred a net loss of approximately $1,249,000, and had cash outflows from operations of approximately $245,000 as of and for the six months ended June 30, 2025. Further, we expect to continue to incur significant costs in the pursuit of our business plans. We cannot assure you that our plans to raise capital or to complete our film development and production activities will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
Since our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable future as we develop and produce feature films. To date, we have funded our operations with proceeds from sales of Common Stock and borrowings from related parties under promissory notes. As of June 30, 2025, our cash and cash equivalents were negligible and we were not able to meet our current obligations as they became due and payable.
Operating Activities
During the six months ended June 30, 2025, operating activities consumed approximately $245,000 of cash. Accounts payable and accrued expenses increased by approximately $248,000 during the quarter due to a lack of liquidity to meet current obligations as they became due and payable.
During the six months ended June 30, 2024, operating activities used approximately $749,000 of cash, including providing a $396,000 of financing to film production companies.
Investing Activities
During the six months ended June 30, 2025 and 2024, investing activities included approximately $0 and $22,000 of costs related to development of the Company’s website.
Financing Activities
During the six months ended June 30, 2025, net cash provided by financing activities was $86,000 which was comprised of $86,000 of related party borrowings.
During the six months ended June 30, 2024, net cash provided by financing activities was approximately $576,000 including $415,000 of proceeds from the sale of Common Stock and $407,000 of net working capital financing under a master loan agreement from a related party and a commercial line of credit.
Other Material Developments and Trends
Ongoing Concerns
We continue to face significant liquidity challenges and have concluded that substantial doubt exists about our ability to continue as a going concern through the next 12 months. We plan to address this by seeking additional funding sources like a short-term bridge loan, a medium-term credit-line, and a significant longer-term financial raise and the Company has reduced operating costs, but there is no assurance we will succeed.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our market risk during the first six months of 2025. For a discussion of our exposure to market risk, please see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our 2024 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures .
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025 (the “Evaluation Date”). Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are ineffective in recording, processing, summarizing and reporting, on a timely basis, information required to be included in periodic filings under the Exchange Act and that such information is not accumulated and communicated to management, including our principal executive and financial officers, in a manner sufficient to allow timely decisions regarding required disclosure. Contributing factors include lack of sufficient internal accounting personnel, segregation of duties, and lack of sufficient internal controls (including IT general controls) that encompass the Company as a whole with respect to entity- and transaction-level controls to ensure complete documentation of complex and non-routine transactions and adequate financial reporting.
As part of our quarter-end closing process for the period ended June 30, 2025, we identified that certain transactions in the Company’s common stock by two of our executive officers had not been timely reported on Form 4 and had not been reflected in the beneficial ownership tables in prior SEC filings. These errors were corrected with the filing of late and amended Form 4s on August 12, 2025, and the Company’s beneficial ownership table in this Form 10-Q has been updated accordingly. We have implemented additional procedures to reconcile brokerage records of our officers and directors with our stock ownership records on a quarterly basis to ensure timely reporting and accurate disclosure.
Management has identified corrective actions to remediate such material weaknesses, which are subject to fundraising and include hiring additional employees. Management intends to implement procedures to remediate such material weaknesses during the fiscal year 2025; however, the implementation of these initiatives may not fully address any material weakness or other deficiencies that we may have in our disclosure controls and procedures.
(b) Changes in Internal Control over Financial Reporting.
During the three months ended June 30, 2025, we implemented additional procedures to reconcile brokerage records of our officers and directors with our stock ownership records on a quarterly basis to ensure timely reporting and accurate disclosure. Management believes these procedures enhance our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business. These matters may include product liability, intellectual property, employment, personal injury cause by our employees, and other general claims. Aside from the following, we are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Discontinuance
of Pending Legal Proceeding
On May 9, 2025, the parties filed a stipulation of discontinuance with prejudice in the matter of Randall S. Sprung v. Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc. (Supreme Court of New York, County of Kings, Index No.: 504677/2019), resulting in the permanent dismissal of the action and the bar against any future claims.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On June 26, 2025, the Company issued 500,000 shares of its common stock to the principal of SSS Entertainment, LLC in consideration for the extension of the Turn Up the Sun! option and the acquisition of Barron’s Cove rights. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES .
Not applicable.
ITEM 5. OTHER INFORMATION
Material Definitive Agreement
On August 1, 2025, the Company entered into a material definitive agreement with SSS Entertainment, LLC to extend the Turn Up the Sun! option and acquire all rights in Barron’s Cove . The Company did not file a Form 8-K regarding this agreement. The key terms are described in Note 11 — Subsequent Events to the condensed financial statements.
On August 1, 2025, the Company entered into a Pledge and Agreement Not to Convert Preferred Shares with Bannor Michael MacGregor, the Company’s Chief Executive Officer and Chairperson. Under the agreement, Mr. MacGregor agreed not to convert any preferred shares under his control into common stock for ninety (90) days from the date of the agreement, unless such restriction is released by a majority of the Company’s Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers, directors, and beneficial owners of more than ten percent of the Company’s common stock to file reports of ownership and changes in ownership with the SEC. Based solely on our review of copies of such reports furnished to us and written representations from our officers and directors, we believe that all such filing requirements were complied with during the three months ended June 30, 2025, except that Bannor Michael MacGregor, our CEO, and Michael Blanchard, our Secretary each had one late Form 4 filing reporting a sale of Company common stock. Mr. MacGregor’s late Form 4, filed on August 12, 2025, reported a sale of 250,000 shares on June 26, 2025 and 100 shares on June 27, 2025. Mr. Blanchard’s late Form 4, filed on August 12, 2025, and amended on August 13, 2025, reported a sale of 130,000 shares on June 26, 2025.
The Company also had not previously reflected the purchase by Timothy Battles of 2,200 shares of the Company’s common stock in the open market, which occurred prior to October 10, 2023, in its beneficial ownership table included in the Company’s 2024 Form 10-K. This purchase was reported in an amended Form 4 filed on December 7, 2023. The beneficial ownership table in this Form 10-Q has been updated to include this transaction.
The Company has included the above in this Form 10-Q, immediately following this Item 5, in a corrected beneficial ownership table reflecting these updated amounts.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to us regarding the beneficial ownership of our common stock as of August 14, 2025, by:
| ● | each person or entity known to the Company to own beneficially more than 5% of the outstanding shares of common stock; | |
| ● | each of our current directors and executive officers; and | |
| ● | all current directors and executive officers as a group. |
Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated, the persons named below have sole voting and investment power with respect to such shares.
Common Shares
| Name of All Officers, Directors, and Control Persons | Affiliation with Company (e.g., Officer Title /Director/ Owner of more than 5%) | Residential Address ( City / State Only) | Share type/class | Names of control person(s) if a corporate entity | Number of Shares Owned (1) | Ownership Percentage of Class Outstanding (1) | ||||||||||||
| Bannor Michael MacGregor (3) | Chairman, CEO | Durham, NC | Common | 24,413,041 | 21.62 | % | ||||||||||||
| Jonathan Sanger | President | Northridge, CA | Common | 0 | 0.00 | % | ||||||||||||
| Michael Blanchard (4) | Secretary, Director | Littleton, MA | Common | 3,890,571 | 3.45 | % | ||||||||||||
| Daniel Hirsch (5) | Treasurer | Teaneck, NJ | Common | 873,250 | 0.77 | % | ||||||||||||
| Donald J. Harris | Director | Raleigh, NC | Common | 3,367,240 | 2.98 | % | ||||||||||||
| Timothy Battles (6) | Independent Director | Groton, MA | Common | 4,682,200 | 4.15 | % | ||||||||||||
| Dr. Chauncey Tallaferro Jones | Independent Director | Magnolia, TX | Common | 1,250,000 | 1.11 | % | ||||||||||||
| Michael Wilson | Independent Director | Denville, NJ | Common | 450,000 | 0.40 | % | ||||||||||||
| Peter Conway (7) | Independent Director | Acton. MA | Common | 298,000 | 0.26 | % | ||||||||||||
| Tom Rauker | Independent Director | Littleton, MA | Common | 250,000 | 0.22 | % | ||||||||||||
| Damian Gill (8) | Shareholder | Melbourne, Australia | Common | 6,500,000 | 5.76 | % | ||||||||||||
| All Officers, Directors and Control Persons (1) | 45,974.302 | 40.72 | % | |||||||||||||||
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| (1) | Includes 250,000 shares that each Director has the right to acquire from the Company pursuant to the exercise of stock options issued on February 8, 2024, exercisable at $0.0125 per share. Percentages are based on the number of shares of our common stock outstanding as of August 14, 2025, plus the number of shares the named individual has the right to acquire within 60 days of such date. The percentages for all officers and directors as a group assume the exercise or conversion of such rights by each member, which may result in a total percentage exceeding 100%. Percentages are calculated based on 112,899,325 shares outstanding, as adjusted for the transactions described in Notes 2–7 below |
| (2) |
As of August 14, 2025, Mr. Bannor Michael MacGregor, the Company’s Chief Executive Officer and Chairperson, beneficially owned 23,500,058 shares of common stock and held options exercisable within 60 days to purchase an additional 912,983 shares of common stock, for an aggregate of 24,413,041 shares of common stock, representing approximately 21.62% of the outstanding common shares. Mr. MacGregor is the sole owner of 3,819 issued and outstanding shares of the Company’s Series A preferred stock and is the control person of Bold Crayon Corporation. Mr. MacGregor is deemed the control person of Bold Crayon Corporation by virtue of his ownership of a majority of its outstanding voting equity and his position as its Chief Executive Officer. As such, Mr. MacGregor has the power to direct the voting and disposition of all securities held by Bold Crayon Corporation, including 20 issued and outstanding shares of the Company’s Series A preferred stock. In total, Mr. MacGregor controls 3,839 shares of Series A preferred stock. Each Series A preferred share has voting rights equal to 1,000,000 votes per share, resulting in total voting rights equivalent to 3,863,163,041 shares of common stock, or approximately 97.75% of the Company’s total voting power.
Mr. MacGregor serves as a Managing Manager of Hyperion Sprung Private Family Trust Management Company, LLC, which acts as trustee of The Noah Morgan Private Family Trust. The Noah Morgan Private Family Trust beneficially owns 23,404,603 shares of the Company’s common stock, representing approximately 20.73% of the outstanding common shares. On January 11, 2023, the Company granted Mr. MacGregor options to purchase 662,983 shares of common stock at an exercise price of $0.0125 per share, and on February 8, 2024, the Company granted Mr. MacGregor options to purchase 250,000 shares of common stock at an exercise price of $0.0125 per share (as referred to and as above in footnote 1). Beneficial ownership also includes 95,455 shares of common stock acquired by Mr. MacGregor between November 29, 2023 and June 27, 2025 through a brokerage account, and excludes 250,000 shares sold on June 26, 2025, all as reported in a late Form 4 filed on August 12, 2025. Prior beneficial ownership tables in the Company’s SEC filings did not reflect these transactions.
Excludes 383,900,000 shares of common stock issuable upon conversion of preferred stock held by Mr. MacGregor. Pursuant to a Pledge and Agreement Not to Convert Preferred Shares dated August 1, 2025, Mr. MacGregor has irrevocably agreed not to convert any preferred shares under his control into common stock for ninety (90) days from such date, unless such restriction is released earlier by the prior written consent of a majority of the Company’s Board of Directors. As of the date of this report, the underlying common shares are not deemed beneficially owned under SEC Rule 13d-3(d)(1)(i) because they are not currently exercisable or convertible within 60 days. |
| (3) |
On January 11, 2023, the Company granted Mr. Blanchard options to purchase 497,238 shares of common stock at an exercise price of $0.0125 per share.
Beneficial ownership excludes 130,000 shares of common stock sold by Mr. Blanchard on June 26, 2025, as reported in a late Form 4 filed on August 12, 2025 and amended on August 13. 2025. |
| (4) | On November 20, 2023, the Company granted Mr. Hirsch options to purchase 873,250 shares of common stock at an exercise price of $0.0125 per share. |
| (5) | Includes 2,200 shares of common stock purchased by Mr. Battles in the open market, which were disclosed in an amended Form 4 filed on December 7, 2023. Prior beneficial ownership tables in the Company’s SEC filings did not reflect this purchase, and the beneficial ownership table in this Form 10-Q has been updated accordingly. |
| (6) | Mr. Conway is also a principal of PC2 Consulting that owns 48,000 shares. |
| . | |
| (7) |
Upon information and belief, Mr. Gill is a director and shareholder of North Star Capital Pty Ltd which owns 3,500,000 common shares of the Company and Black Rock Capital Pty Ltd which owns 3,000,000 common shares of the Company, these two entities, in aggregate, hold 5.78% of the Common Shares of the Company.
Of Note: On May 18, 2023 Mr. MacGregor filed a UCC-1 against the shares held by North Star Capital PTY and Duncan Morgan LLC, a company controlled by Mr. MacGregor, filed a UCC-1 against the shares held by Black Rock Capital PTY. |
Preferred Shares
| Name of Beneficial Owner |
Series A Preferred Shares Beneficially Owned (1) |
Percentage of Series A Preferred Shares (2) | ||||||
| Bannor Michael MacGregor (3) | 3,839 | 100.00 | % | |||||
| Total | 3,839 | 100.00 | % | |||||
| (1) | The holders of the Series A preferred shares, shall not be entitled to receive dividends. The holders of Series A preferred shares shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company. The holders of the Series A preferred shares shall be entitled to one million (1,000,000) votes per one share of Series A preferred held. The holders of any Series A preferred shares shall be entitled to convert such shares into fully paid and non-assessable shares of Common Stock at the following conversion ratio: each Series A preferred share is convertible at a ratio of 1 to 100,000 so that each one share of Series A preferred shares may be exchanged for 100,000 common shares. | |
| (2) | The number of Series A Preferred shares outstanding used in computing the percentage is 3,839. | |
| (3) | As of August 14, 2025, Mr. Bannor Michael MacGregor beneficially owns and has sole voting and investment control over 3,819 shares of the Company’s Series A Preferred Stock, representing approximately 99.48% of the outstanding Series A Preferred Stock. Mr. MacGregor also indirectly beneficially owns and controls an additional 20 shares of Series A Preferred Stock, representing approximately 0.52% of the outstanding Series A Preferred Stock, through his role as the control person of Bold Crayon Corporation, the record holder of such shares. Mr. MacGregor is deemed the control person of Bold Crayon Corporation by virtue of his ownership of a majority of its outstanding voting equity and his position as its Chief Executive Officer. As such, Mr. MacGregor has the power to direct the voting and disposition of all securities held by Bold Crayon Corporation, including the 20 issued and outstanding shares of the Company’s Series A Preferred Stock. In the aggregate, Mr. MacGregor directly and indirectly beneficially owns and controls all 3,839 shares of the Company’s Series A Preferred Stock, representing 100% of the outstanding Series A Preferred Stock. Each Series A Preferred Share has voting rights equal to 1,000,000 votes per share, resulting in total voting rights equivalent to 3,839,000,000 shares of common stock. The address for Mr. MacGregor, both in his individual capacity and as the control person of Bold Crayon Corporation, is Durham, NC. |
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AMERICAN PICTURE HOUSE CORPORATION SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN PICTURE HOUSE CORPORATION | ||
| By: | /s/ Bannor Michael MacGregor | |
| Name: | Bannor Michael MacGregor | |
| Title: | Chief Executive Officer | |
| Dated: | August 14, 2025 | |
| By | /s/ Daniel Hirsch | |
| Name | Daniel Hirsch | |
| Title: | Treasurer | |
| Dated: | August 14, 2025 |
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ITEM 6. EXHIBITS INDEX
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