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 or organization)
(IRS. Employer Identification No.)
(Address and telephone number of registrant’s executive office) Securities registered pursuant to Section 12(b) of the Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
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 such shorter period that the registrant was 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of October 27, 2025, the Registrant had shares of common stock issued and outstanding.
AMERICAN PICTURE HOUSE CORPORATION
FORM 10-Q
AS OF SEPTEMBER 30, 2025
TABLE OF CONTENTS
TABLE OF CONTENTS
General and Where You Can Find More Information
Unless otherwise indicated (or the context otherwise requires), references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us,” “our,” and “APHP” refer to American Picture House Corporation, a Wyoming corporation. References to “revenues” are to net revenues. References to “U.S. dollars,” “dollars,” and “$” are to the lawful currency of the United States of America.
| 1 |
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
AMERICAN PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2025
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F- 1 |
AMERICAN PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | * | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ |
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$ | |||||
| 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 |
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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 September 30, 2025 and December 31, 2024, respectively. |
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| Preferred Stock $ par value. authorized. and issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. | ||||||||
| Additional paid in capital |
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| Accumulated deficit |
(
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) |
(
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) | ||||
| Total Stockholders’ Equity (Deficit) |
(
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) |
(
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) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ |
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$ |
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| * |
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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 September 30, | Nine months ended September 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 | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | ||||
| 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 nine months ended September 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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|
$ | $ |
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$ |
(
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) | $ |
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| Issuance of Common Stock |
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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, 2024 |
|
$ |
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$ | $ |
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$ |
(
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) | $ |
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| Common Stock issued for services |
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- |
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| Issuance of Common Stock |
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- |
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| Net Loss | - | - |
(
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) |
(
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) | ||||||||||||||||||||||
| Balance, June 30, 2024 |
|
$ |
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$ | $ |
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$ |
(
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) | $ |
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| Net Loss | - | - |
(
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) |
(
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) | ||||||||||||||||||||||
| Balance, September 30, 2024 |
|
$ |
|
|
$ | $ |
|
$ |
(
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) | $ |
(
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) | |||||||||||||||
| 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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$ | $ |
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$ |
(
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) | $ |
(
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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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$ | $ |
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$ |
(
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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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$ | $ |
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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, September 30, 2025 |
|
$ |
|
|
$ | $ |
|
$ |
(
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) | $ |
(
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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
| Nine months ended September 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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(
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) | |||||
| Prepaid expenses |
(
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) |
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| Receivables - related party |
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(
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) | |||||
| Loans receivable, film financing arrangements |
(
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) | ||||||
| Produced and licensed costs |
(
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) |
(
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) | ||||
| Cash overdraft |
(
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) |
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| Accounts payable and accrued expenses |
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| Payable to related party | ||||||||
| Interest payable | ||||||||
| Interest payable - related parties |
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| Interest payable - EIDL loan |
(
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(
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| Deferred revenue |
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| 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 issuance of note payable |
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| 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 |
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.
APHP is focused on the development, financing and production of feature films and related content. There were no changes to the Company’s organizational structure during the three months ended September 30, 2025. (As previously disclosed, the Company dissolved Devil’s Half-Acre, LLC and Ask Christine Productions, LLC on May 12, 2025.)
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.
| F- 6 |
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 $
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,
|
September 30, 2025 |
December 31, 2024 |
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| Accounts receivable, CAMA | $ | $ |
|
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| $ | $ |
|
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Allowance f or doub tful 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 September 30, 2025 or December 31, 2024.
Prepaid expenses
At
September 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 $
| F- 7 |
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:
|
September 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 f or Investment in Films and Licensed Program R ig ht
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 September 30, 2025, the Company has one property,
TURN UP THE SUN!, which is completed and is awaiting a release date.
and
continues
to be actively marketed 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
| F- 8 |
During
the nine months ended September 30, 2024, the Company allowed options to two screenplays to expire and wrote-off $
Ass ig ned r ig hts to the f eature f ilm, 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.
D ef erred 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 September 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 nine months ended September 30, 2025 and 2024 totaled $
| F- 9 |
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.
| F- 10 |
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.
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.
| F- 11 |
|
September 30,
2025 |
December 31,
2024 |
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| Convertible Preferred Stock |
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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
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 September 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
nine months of 2025, the Company reported $
| F- 12 |
Note 4 — Film Production Loans and Receivables
Senior Mezzanine Loan Agreement with Barron’s Cove Movie, LLC
In
February 2024, the Company loaned $
APHP maintains a first-priority recoupment/loan position against BARRON’S COVE, acquired August 1, 2025, from SSS Entertainment, LLC. Under the applicable agreements and security filings (UCC-1), APHP is entitled to receive first-priority distributions from specified project receipts after sales fees, distribution expenses, participations, residuals and other senior deductions (see Note 5 “Produced & Licensed Content”). As of the date of this report, APHP is evaluating the exercise of remedies under Article 9 of the New York Uniform Commercial Code, including potential foreclosure on collateral, which may result in APHP obtaining greater control over project revenues and/or related assets. There can be no assurance as to, if, or when any such remedies will be exercised or the outcome thereof.
Senior Loan Agreement with PNP Movie, LLC
PNP
Movie, LLC senior loan (default; written off). In February 2024, the Company agreed to lend $
The
loan has been in default for more than 120 days, and management believes there is significant uncertainty regarding completion or release
of the film. Accordingly, during the quarter ended June 30, 2025, the Company recorded a full write-off of $
Note 5 — Produced & Licensed Content Costs (Film Projects)
| F- 13 |
BARRON’S COVE — Completed; Released.
BARRON’S COVE . On August 1, 2025, APHP acquired from SSS Entertainment, LLC a first-priority recoupment/loan position related to this title (see Note 4 “Film Production Loans and Receivables”). APHP also holds an “in Association with” credit, and Bannor Michael MacGregor holds a Producer credit. The film premiered at the Hamptons International Film Festival in October 2024 and was released in the U.S. on June 6, 2025 by Well Go USA. As reported by the producer/sales agent, a three-year U.S. streaming license with Paramount+ was executed in early October 2025 (see Note 12 “Subsequent Events”).
TURN UP THE SUN! ( aka POSE) — Completed; Awaiting Release Date.
TURN
UP THE SUN! (
aka
POSE)
. APHP earned an “in Association with” credit; Mr. MacGregor holds a producer
credit. The film was completed and awaiting release as of September 30, 2025. APHP currently holds an option
to purchase a
Accounting:
The Company carries this asset on the balance sheet at $
Related-party note: The producer credit is held by Mr. MacGregor, the Company’s CEO. See Note 11 “Related Party Transactions”.
PROTECTOR — Completed; Awaiting Release Date.
PROTECTOR . The film was completed and awaiting release as of September 30, 2025. APHP anticipates earning an “in Association with” credit and issuing shares to Mr. Sanghani (or an assignee), of SSS Entertainment LLC, a producer of the film, as consideration attributed to this title. To date APHP has not issued such shares, pending final negotiations and anticipates issuing the shares in Q4; APHP does not own an equity interest in the film.
Accounting: No revenue was recognized as of quarter-end.
Related-party note: A producer credit may also be granted to Mr. MacGregor, the Company’s CEO. See Note 11 “Related Party Transactions”.
| F- 14 |
THIEVES HIGHWAY — Completed; Awaiting Release Date.
THIEVES HIGHWAY . The film was completed and awaiting release as of September 30, 2025. APHP anticipates earning an “in association with” credit. APHP anticipates issuing common shares to Mr. Sanghani (or an assignee), of SSS Entertainment, a producer of the film, as consideration attributed to this title. To date APHP has not issued such shares and is in final negotiations and anticipates issuing the shares in Q4; APHP does not own an equity interest in the film.
Accounting: No revenue was recognized as of quarter-end.
Related-party note: A producer credit may also be issued to Mr. MacGregor, the Company’s CEO. See Note 11 “Related Party Transactions”.
MOTION (aka GET DA BAG ) — In Pre-Production.
MOTION (aka GET DA BAG ). As of September 30, 2025, the project was in pre-production, with principal photography planned for mid-December 2025 in New Orleans, Louisiana, subject to financing, production and talent conditions. APHP expects to co-produce with SSS Entertainment and Mr. MacGregor is expected, but subject to final negotiations, to receive a Producer credit. APHP anticipates owning an ownership stake in the film subject to future investment.
Accounting: No revenue was recognized as of quarter-end.
Related-party note: A producer credit may also be issued to Mr. MacGregor, the Company’s CEO. See Note 11 “Related Party Transactions”.
Note 6 — Intangible Assets
The identifiable intangible assets consist of the following assets:
| September 30, 2025 | December 31, 2024 | |||||||
| Website placed in service | $ |
|
$ |
|
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| Software – predeployment |
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| Accumulated amortization |
(
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(
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| $ |
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$ |
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| F- 15 |
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 nine months ended
September 30, 2025 and 2024. Amortization expense totaled $
Note 7 — Notes Payable and Line of Credit
Related-party notes (CEO and Noah Morgan Private Family Trust), commercial lines of credit, EIDL loan; activity during Q3.
Note Payable – Mr. MacGregor
During
the nine months ended September 30, 2025, the Company borrowed $
During
the nine months ended September 30, 2024, the Company borrowed $
Noah Morgan Private Fami ly Trust Loan Agreement (“NMPFT” )
During
the nine months ended September 30, 2025, the Company borrowed $
Note Payable – Board Member
During
the quarter ended September 30, 2024, the Company borrowed $
Economic Injury 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 nine months ended September 30, 2024,
the Company borrowed a total of $
Labrys Fund II Loan
Labrys
Fund II, L.P. Promissory Note (Sept 22, 2025). The Company issued an unsecured $
| F- 16 |
Equity Line of Credit.
On
September 12, 2025, the Company entered into an Equity Line of Credit Agreement (“ELOC”) with RH2 Equity Partners, L.P.,
and a related Registration Rights Agreement. The ELOC provides the Company the right, at its discretion and subject to specified
conditions, to sell shares of its common stock to the investor over a 24-month period for aggregate gross purchase price up to the
lesser of $
Note 8 — Equity and Equity-Based Compensation
SSS
Entertainment —
POSE
. As previously disclosed, under a November 11, 2024 agreement the Company agreed to issue
common shares and to pay $
Common Stock
The Company has common shares authorized. As of October 27, 2025, the Company has shares issued and outstanding. As of October 27, 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.
| F- 17 |
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 nine months ended September 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.
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.
| F- 18 |
During
the quarters ended September 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 10 — Commitments and Contingencies
Potential JAMS arbitrations — consulting agreements (Sanger; Jones). Subsequent to quarter-end, JAMS administratively opened two matters styled Jonathan Sanger v. American Picture House Corporation (JAMS Case No. 5220010741) and Michael Jones v. American Picture House Corporation (JAMS Case No. 5220010727). APHP has not been served in accordance with the consulting agreements’ notice provisions and, on November 5, 2025, requested that JAMS defer arbitrator selection/administration pending proof of contract-compliant service and reserved all rights (including consolidation if properly commenced). No arbitrator has been appointed and no schedule has issued. Based on current information, management cannot conclude that a loss is probable and is unable to reasonably estimate a possible loss or range of loss, if any, at this time. APHP intends to evaluate any claims and defend its interests as appropriate,
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 11 — Related Party Transactions
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 September 30, 2025 and 2024, the Company incurred approximately $
| F- 19 |
The
Company has consulting services relationships with members of the Board whereby they were compensated a total of $
Bannor Michael MacGregor, the Company’s Chief Executive Officer, has irrevocably waived, and has not received, the compensation otherwise payable to him under his consulting agreement for the year to date, including the quarter ended September 30, 2025.
Officer credits on third-party productions. Mr. MacGregor expects to received “Producer” credits on certain third-party titles, including PROTECTOR and THIEVES HIGHWAY . These credits do not entitle Mr. MacGregor to any cash compensation or revenue participation separate from APHP’s arrangements, and APHP does not have an ownership interest in those films. See Note 5 “Produced & Licensed Content”.
Note 12 — Subsequent Events
In accordance with FASB ASC 855-10, Subsequent Events , the Company has analyzed its operations subsequent to September 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, other than those listed below, to disclose in these consolidated financial statements.
BARRON’S COVE — Paramount+ License. In early October 2025, the producer/sales agent reported execution of a three-year U.S. streaming license with Paramount+. APHP is not the counterparty to this license; the timing and amount of any distributions to APHP, if any, cannot be estimated at this time. See Note 5 “Produced & Licensed Content” and Note 4 “Film Production Loans and Receivables”.
Potential JAMS Arbitration. After the close of this quarter, the Company became aware that Mr. Sanger and Mr. Jones may assert claims relating to their consulting agreements and may initiate a JAMS arbitration. See Item 1 — Legal Proceedings and Note 10 “Commitments & Contingencies”.
As of October 27, 2025, APHP anticipates issuing common shares to Mr. Sanghani (or an assignee), of SSS Entertainment, in Q4 related to APHP’s involvement in PROTECTOR and THIEVES HIGHWAY.
As of October 27, 2025, APHP had not sold any shares under the ELOC and had not received proceeds. We may elect to draw in future periods subject to the conditions in the agreements.
JAMS administrative openings; service objection. On November 5, 2025, APHP requested that JAMS defer administration in Sanger v. APHP (JAMS Case No. 5220010741) and Jones v. APHP (JAMS Case No. 5220010727) pending proof of contract-compliant service. APHP designated a service email, reserved all rights (including potential consolidation), and no arbitrator has been appointed.
| F- 20 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
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
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 24% ownership interest in the feature film TURN UP THE SUN! (aka POSE ) for $725,000 and (ii.) acquire all rights, title, and interest in the feature film Barron’s Cove and related secured assets, including liens, loans, UCC-1 filings, and security interests.
As consideration, the Company issued 500,000 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 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. The Company will also assume up to $50,000 in costs to enforce and perfect the secured rights.
Leadership updates. On August 30, 2025, Jonathan Sanger resigned as President. As disclosed in our Current Report on Form 8-K/A filed September 19, 2025, Mr. Sanger’s resignation followed a dispute regarding certain compensation matters under his consulting agreement and did not involve any disagreement with the Company on any other matter relating to operations, policies, or practices. Our Board has initiated a process to evaluate and implement any necessary adjustments to management responsibilities.
On September 16, 2025, Donald J. Harris resigned from our Board of Directors, effective immediately. As disclosed in our Current Report on Form 8-K filed September 19, 2025, Mr. Harris’s resignation was not the result of any disagreement with the Company on any matter relating to operations, policies, or practices. The Board is evaluating its composition following his resignation.
Capital markets update. On September 12, 2025, we entered into an Equity Line of Credit (“ELOC”) with RH2 Equity Partners, L.P., and a related Registration Rights Agreement. Under the ELOC, we may, at our election and subject to specified conditions, sell newly issued shares of our common stock to the investor over a 24-month period in an amount up to the lesser of $100 million or the “Maximum Common Stock Issuance” (as defined in the ELOC). Proceeds, if any, may be used for general corporate purposes. See “Liquidity and Capital Resources” for additional detail.
| 2 |
As of September 30, 2025. APHP has participated in a number of feature films at or near delivery: BARRON’S COVE, TURN UP THE SUN! (aka POSE ), PROTECTOR, THIEVES HIGHWAY , and MOTION (aka GET DA BAG ). Participation varies by title (first-priority recoupment/loan position, “in Association with” and Producer credits, options, and development/co-production roles). We have not recognized revenue from these projects as of September 30, 2025, unless otherwise disclosed. See Note 5 “Produced & Licensed Content” and Note 4 “Film Production Loans and Receivables” for rights, status, and accounting by title.
As of September 30, 2025, we had not sold any shares under the ELOC and had not received proceeds. We may elect to draw in future periods subject to the conditions in the agreements.
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 October 27, 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 October 27, 2025, APHP has 1,000,000,000 common shares authorized of which 112,899,325 shares issued and outstanding. As of October 27, 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.
| 3 |
Preferred Shares - As of October 27, 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 – October 27, 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.
Business Overview
American Picture House Corporation (“APHP”), also known as American Picture House Pictures, is an entertainment company focused on the development, packaging, financing and production of feature films and limited series. During 2025, APHP pivoted away from third-party consulting to concentrate on internally developed projects and selective strategic partnerships. Our objective over time is to build a disciplined slate and the organizational capabilities of a scaled independent (“mini-major”); however, there can be no assurance that we will achieve this objective.
APHP’s strategy emphasizes mid-budget projects where a substantial portion of production costs may be supported by project-level structures (e.g., pre-sales, distribution advances, production incentives/tax credits, and, where available, completion guarantees). We aim to mitigate equity exposure by assembling packages that combine bankable creative elements (script/IP, producers, directors, cast) with cost-efficient production plans (including incentive-eligible jurisdictions). We may co-produce and/or co-finance with third parties when appropriate.
As part of this approach, we acquire or option IP at a stage where prior owners/creators have already invested meaningful development effort, enabling APHP to advance the material with targeted spend (e.g., WGA rewrites/polish, packaging, schedules and budgets) while maintaining financial discipline. Where appropriate, original developers may retain a contingent participation in future project revenues. We also intend to leverage industry-standard financing tools and to engage reputable third-party advisors (agencies, legal, sales agents, banks) on a project-by-project basis.
| 4 |
Execution focus across the filmmaking lifecycle. APHP participates principally in:
| ● | Development & packaging: rights acquisition/optioning, story development, and attaching key creative elements; | |
| ● | Financing: structuring pre-sales and other project-level funding sources; and | |
| ● | Production planning: detailed budgets, schedules, incentive analysis, and risk mitigation (including completion bond evaluation where applicable). |
As of the date of this report, APHP continues to develop and evaluate projects in various stages of the pipeline. Initiatives described above are subject to market conditions, third-party approvals, availability of financing, and execution risks, and there can be no assurance that any specific project will be packaged, financed, produced, or commercially successful.
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/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.
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 September 30, 2025 vs. 2024
| Three months ended September 30, | ||||||||||||
| 2025 | 2024 | Change $ | ||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Cost of revenues | - | - | - | |||||||||
| - | - | - | ||||||||||
| Operating Expenses: | ||||||||||||
| General and administrative | 67,743 | 315,570 | (247,827 | ) | ||||||||
| Research and development | - | - | - | |||||||||
| Sales and marketing | 7,027 | - | 7,027 | |||||||||
| Total Operating Expenses | 74,770 | 315,570 | (240,800 | ) | ||||||||
| Net Operating Loss | (74,770 | ) | (315,570 | ) | 240,800 | |||||||
| Other Income (Expenses): | ||||||||||||
| Interest income | - | 1,332 | (1,332 | ) | ||||||||
| Interest expense | (30,787 | ) | (12,276 | ) | (18,511 | ) | ||||||
| Net Other Income (Expenses) | (30,787 | ) | (10,944 | ) | (19,843 | ) | ||||||
| Loss before income taxes | (105,557 | ) | (326,514 | ) | 220,957 | |||||||
| Income taxes | - | - | - | |||||||||
| Net loss | $ | (105,557 | ) | $ | (326,514 | ) | $ | 220,957 | ||||
Revenues and Cost of Revenues
The Company had no revenue during the three months ended September 30, 2025 and September 30, 2024.
General and Administrative Expenses
General and administrative expenses for the three months ended September 30, 2025 were approximately $67,000 compared to approximately $316,000 for the three months ended September 30, 2024, a decrease of approximately $248,000 as management sought to significantly reduce operational spend to conserve cash resources.
Sales and Marketing Expenses
Sales and marketing expenses for the three months ended September 30, 2025 were approximately $7,000 compared to approximately $0 for the three months ended September 30, 2024, an increase of approximately $7,000.
Other Income (Expense)
Interest Income. Interest income for the three months ended September 30, 2025 and 2024 was minimal and consisted of interest earned on invested cash balances.
| 6 |
Interest Expense. Interest expense for the three months ended September 30, 2025 and 2024 was $30,787 and $12,276, respectively, and was primarily related to our Economic Injury Disaster Loan (“EIDL ”), commercial line of credit, related party working capital loans, and a loan a new promissory note entered into during the quarter.
Liquidity and Capital Resources
We had an accumulated deficit of approximately $8.7 million, incurred a net loss of approximately $106,000, and had cash outflows from operations of approximately $81,000 as of and for the three months ended September 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 September 30, 2025, our cash and cash equivalents were approximately $102,00 and we were not able to meet our current obligations as they became due and payable.
Potential project distributions. Certain titles, including BARRON’S COVE, may generate future cash inflows to APHP under applicable distribution waterfalls. The timing and amount of any such inflows are uncertain and have not been assumed in our near-term liquidity plan. See Note 5 “Produced & Licensed Content” and Note 4 “Film Production Loans and Receivables”.
Operating Activities
During the three months ended September 30, 2025 and 2024, operating activities consumed approximately $81,000 and $34,000 of cash, respectively.
Investing Activities
During the three months ended September 30, 2025 and 2024, investing activities were $0.
Financing Activities
During the three months ended September 30, 2025, net cash provided by financing activities was $182,000 which was comprised of $115,000 of new debt financing and $312,000 of net new related party borrowings.
During the three months ended September 30, 2024, net cash provided by financing activities was approximately $25,000 which and was comprised primarily of related party borrowings.
| 7 |
Results of Operations — Nine Months Ended September 30, 2025 vs. 2024
| Nine months ended September 30, | ||||||||||||
| 2025 | 2024 | Change $ | ||||||||||
| Revenues | $ | - | $ | 23,003 | $ | (23,003 | ) | |||||
| Cost of revenues | - | - | - | |||||||||
| - | 23,003 | (23,003 | ) | |||||||||
| Operating Expenses: | ||||||||||||
| General and administrative | 1,293,606 | 2,197,584 | (903,978 | ) | ||||||||
| Research and development | - | 703 | (703 | ) | ||||||||
| Sales and marketing | 8,857 | 25,325 | (16,468 | ) | ||||||||
| Total Operating Expenses | 1,302,463 | 2,223,612 | (921,149 | ) | ||||||||
| Net Operating Loss | (1,302,463 | ) | (2,200,609 | ) | 898,146 | |||||||
| Other Income (Expenses): | ||||||||||||
| Interest income | 44 | 1,818 | (1,774 | ) | ||||||||
| Interest expense | (52,603 | ) | (28,281 | ) | (24,322 | ) | ||||||
| Net Other Income (Expenses) | (52,559 | ) | (26,463 | ) | (26,096 | ) | ||||||
| Loss before income taxes | (1,355,022 | ) | (2,227,072 | ) | 872,050 | |||||||
| Income taxes | - | - | - | |||||||||
| Net loss | $ | (1,355,022 | ) | $ | (2,227,072 | ) | $ | 872,050 | ||||
Revenues and Cost of Revenues
The Company had no revenue during the three months ended September 30, 2025 and September 30, 2024.
The Company had no revenue during the nine months ended September 30, 2025. During the nine months ended September 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 nine months ended September 30, 2025 were approximately $1,294,000 compared to approximately $2,198,000 for the nine months ended September 30, 2024, a decrease of approximately $904,000. The 2025 period included $379,000 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 nine months ended September 30, 2025 were approximately $9,000 compared to approximately $25,000 for the nine months ended September 30, 2024, a decrease of approximately $16,000.
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Other Income (Expense)
Interest Income. Interest income for the nine months ended September 30, 2025 and 2024 was minimal and consisted of interest earned on invested cash balances.
Interest Expense. Interest expense for the nine months ended September 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.
Liquidity and Capital Resources
Going concern, liquidity and plan. As of and for the nine months ended September 30, 2025, we had an accumulated deficit of approximately $8.6 million, incurred a net loss of approximately $1.4 million, and used approximately $325,000 of net cash in operating activities. Since inception, we have incurred significant operating losses and expect to continue to incur substantial expenses and operating losses as we develop and produce feature films. To date, we have funded operations primarily through sales of common stock and related-party borrowings under promissory notes. As of September 30, 2025, our cash and cash equivalents were approximately $102,000, we had current liabilities of approximately $1.7 million, and we have experienced a build in payables as certain expenditures have been deferred pending project financing and capital raises. We expect near-term cash requirements over the next 12 months to increase significantly, primarily for production development, G&A, and working capital. To address these requirements, we intend to utilize a combination of (i.) our Equity Line of Credit (“ELOC”) with RH2 Equity Partners, L.P., which permits, at our election and subject to conditions, sales of common stock over a 24-month period up to the lesser of $100.0 million or the “Maximum Common Stock Issuance”; (ii.) potential bridge financing and/or commercial credit lines; and (iii.) equity issuances or project-level financing. Availability under the ELOC is not assured and is subject to specified conditions and limitations; any issuances would be dilutive and could place downward pressure on our stock price. As of September 30, 2025, we had not sold any shares under the ELOC. We cannot assure you that our plans to raise capital or to complete our film development and production activities will be successful. These factors raise substantial doubt about our ability to continue as a going concern. Management believes that, if executed as planned, the actions described above would provide sufficient liquidity to fund operations; however, if we are unable to access the ELOC or other financing on acceptable terms, we may be unable to continue as a going concern. (See Note 7 “Notes Payable and Lines of Credit” for additional information regarding the ELOC).
Operating Activities
During the nine months ended September 30, 2025, operating activities consumed approximately $326,000 of cash.
During the nine months ended September 30, 2024, operating activities used approximately $783,000 of cash, including providing a $396,000 of financing to film production companies.
Investing Activities
During the nine months ended September 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 nine months ended September 30, 2025, net cash provided by financing activities was $428,000 which was comprised of $312,000 of related party borrowings and $115,000 of new debt financing.
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During the nine months ended September 30, 2024, net cash provided by financing activities was approximately $601,000 including $169,000 of proceeds from the sale of Common Stock and $454,000 of net working capital financing under a master loan agreement from a related party and a commercial line of credit.
Impairment loss.
Results for the nine months ended September 30, 2025 include a $196,200 non-cash impairment charge recorded in the second quarter of 2025 to write off the PNP Movie, LLC loan following extended default and uncertainty regarding the film’s completion. (See Note 4 “Film Production Loans and Receivables”
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.
We are aware of potential claims by two former consultants; see Note 10 and Item 1 — Legal Proceedings. At this time we cannot estimate a possible loss or range of loss.
Liquidity and Capital Resources
Equity Line of Credit. On September 12, 2025, we entered into an Equity Line of Credit Agreement with RH2 Equity Partners, L.P. providing us the right, but not the obligation, to direct the investor to purchase newly issued shares of our common stock over a 24-month term in an aggregate amount up to the lesser of $100.0 million or the Maximum Common Stock Issuance, subject to customary conditions and a related Registration Rights Agreement. The shares issuable under the facility, if and when issued, are to be offered and sold in reliance on Section 4(a)(2) and/or Rule 506 of Regulation D. As of September 30, 2025, we [had/had not] sold any shares pursuant to the ELOC and [had/had not] received proceeds. We filed the Agreements as exhibits to our Form 8-K on September 19, 2025.
We believe the ELOC, together with other financing options, enhances our liquidity and financial flexibility; however, any issuances under the facility would dilute existing stockholders and could exert downward pressure on our stock price. Availability is also subject to specified conditions and limitations described in the Agreements.
Loans and recoverability. Following the Q2 2025 write-off of the PNP Movie, LLC loan, we do not expect near-term cash inflows from this source. Our liquidity plan continues to rely on project-level receipts and financing, as discussed elsewhere in this report. See Note 4 “Film Production Loans and Receivables”.
Critical Accounting Policies and Estimates
Reference to the significant policies in the Notes and any material updates specific to Q3 2025 (e.g., impairment judgments, fair-value measurements).
Off-Balance Sheet Arrangements
None
Cybersecurity Update
Refer to 10-K Item 8 disclosures and note any changes during Q3 2025.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for a smaller reporting company.
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of that date.
The conclusion above reflects material weaknesses in our control environment, including (i.) insufficient accounting and financial reporting personnel, (ii.) inadequate segregation of duties, and (iii.) insufficiently designed and documented controls (including certain IT general controls) at the entity and transaction levels to ensure timely identification, documentation, and review of complex or non-routine transactions and equity and insider-trading/Section 16 information.
Remediation status. During the third quarter of 2025, we implemented a quarterly reconciliation of officer and director brokerage records to the Company’s stock ownership records and enhanced Section 16 monitoring procedures. Planned remediation activities include adding qualified accounting personnel, formalizing and documenting key controls, and strengthening systems supporting the financial close and reporting process, subject to funding and hiring timelines. These measures are ongoing, and there can be no assurance that they will fully remediate the material weaknesses on the anticipated timeline.
Management changes. The resignations of Jonathan Sanger (President, effective August 30, 2025) and Donald J. Harris (Director, effective September 16, 2025) did not materially affect and are not reasonably likely to materially affect our internal control over financial reporting or our disclosure controls and procedures.
(b) Changes in Internal Control over Financial Reporting
Except for the changes described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As noted, during the quarter we implemented a quarterly reconciliation of officer and director brokerage records and enhanced Section 16 monitoring procedures; management believes these steps enhance our internal control over financial reporting but do not by themselves remediate the material weaknesses described above.
Item 5. Other Information
Section 16(a) Beneficial Ownership Reporting Compliance
As previously disclosed, certain transactions by executive officers were not timely reported on Forms 4 earlier in 2025. No additional untimely filings occurred during the quarter ended September 30, 2025. Subsequent to quarter-end, on October 27, 2025, the Company filed late and amended Forms 4 for certain executive officers to report previously unreported transactions. The beneficial ownership presentation in this Form 10-Q reflects these updates.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Potential JAMS arbitrations — consulting agreements. After quarter-end, JAMS administratively opened Jonathan Sanger v. American Picture House Corporation (JAMS Case No. 5220010741) and Michael Jones v. American Picture House Corporation (JAMS Case No. 5220010727). APHP has objected that it has not been served under the agreements’ notice clauses and requested that JAMS defer arbitrator selection/administration pending proof of contract-compliant service. No arbitrator has been appointed and no scheduling order has issued. APHP reserves all rights and defenses, including a request to consolidate if both matters are properly commenced.
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
Unregistered Sales of Equity Securities. None. As previously disclosed in our Form 10-Q for the quarter ended June 30, 2025, the Company issued 500,000 shares of common stock to SSS Entertainment, LLC in Q2 2025 pursuant to the November 11, 2024 agreement. No unregistered sales occurred during the quarter ended September 30, 2025.
Issuer Purchases. The Company made no purchases of its equity securities during the quarter.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
1) Section 16(a) — Beneficial Ownership Reporting Compliance (Q3 update)
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers, directors and holders of more than ten percent of a registered class of the Company’s equity securities 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 quarter ended September 30, 2025.
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Board Nominating Procedures. There were no changes to the procedures by which shareholders may recommend nominees to the Board of Directors during the quarter ended September 30, 2025.
Trading
Arrangements (Rule 10b5-1 and non-Rule 10b5-1). During the quarter ended September 30, 2025, no director or officer
On August 1, 2025, Bannor Michael MacGregor delivered a pledge and agreement not to convert any Series A Preferred shares under his control into common stock for ninety (90) days, unless earlier released by the Board. See Note 10 “Equity/Related Parties”.
Security Ownership . There have been no material changes to the security ownership of management or certain beneficial owners since the table presented in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, other than as reflected in any Forms 4 filed during the quarter ended September 30, 2025, as discussed above.
Item 6. Exhibits
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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: | November 6, 2025 | |
| By | /s/ Daniel Hirsch | |
| Name | Daniel Hirsch | |
| Title: | Treasurer | |
| Dated: | November 6, 2025 | |
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