Form 10-Q American Picture House For: Mar 31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
COMMISSION
FILE NO.
(Exact name of registrant as specified in its charter)
| 7812 | ||||
(State or other jurisdiction of incorporation) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. 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(s) | 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 (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 (§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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. Large accelerated filer ☐ Accelerated filer ☐
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 May 13, 2026, the Registrant had shares of common stock issued and outstanding.
AMERICAN PICTURE HOUSE CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2026
TABLE OF CONTENTS
GENERAL AND WHERE YOU CAN FIND MORE 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 America.
| 1 |
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERICAN PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2026
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
AMERICAN
PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Receivable - related party | ||||||||
| Total Current Assets | ||||||||
| Produced and licensed content costs | ||||||||
| Loans receivable, film financing arrangements | ||||||||
| Intangible assets, net of accumulated amortization of $ | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Cash overdraft | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Deferred revenue, current portion | ||||||||
| Interest payable - related party | ||||||||
| Interest payable - EIDL loan | ||||||||
| Note payable | ||||||||
| Note payable - related party | ||||||||
| Commercial Line of Credit | ||||||||
| Total Current Liabilities | ||||||||
| Economic injury disaster loan, non-current | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Common Stock $ par value. authorized. and issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. | ||||||||
| Preferred Stock $ par value. authorized. issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
| * | Derived from audited information. 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 March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Operating Expenses: | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Sales and marketing | ||||||||
| Total Operating Expenses | ||||||||
| Net Operating Loss | ( | ) | ( | ) | ||||
| Other Income (Expenses): | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Net Other Income (Expenses) | ( | ) | ( | ) | ||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| 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
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Common Stock | Preferred Stock | Additional Paid In | Accumulated | Stock Subscription | Total Stockholders’ Equity | |||||||||||||||||||||||||||
| Shares | Par Value | Shares | Amount | Capital | Deficit | Receivable | (Deficit) | |||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Preferred stock redeemed in exchange for assets | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Stock option compensation | - | - | ||||||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid In | Accumulated | Stock Subscription | Total Stockholders’ Equity | |||||||||||||||||||||||||||
| Shares | Par Value | Shares | Amount | Capital | Deficit | Receivable | (Deficit) | |||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Financing costs settled in shares of stock | - | |||||||||||||||||||||||||||||||
| Note payable ($ | - | |||||||||||||||||||||||||||||||
| Net Loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
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
(Unaudited)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Income (Loss) to Net Cash Flows from Operating Activities: | ||||||||
| Reserve for uncollectible receivable | ||||||||
| Expiration of produced and licensed costs | ||||||||
| Stock option expense | ||||||||
| Commons stock issued for services | ||||||||
| Preferred stock redeemed in exchange for assets | ( | ) | ||||||
| Note payable converted to equity | ( | ) | ||||||
| Financing costs paid in shares of common stock | ||||||||
| Amortization expense | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Receivables - related party | ||||||||
| Loans receivable, film financing arrangements | ||||||||
| Produced and licensed costs | ( | ) | ( | ) | ||||
| Cash overdraft | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Interest payable - related parties | ( | ) | ||||||
| Interest payable - EIDL loan | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Net Cash Flows from Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Intangible assets | ||||||||
| Net Cash Flows from Investing Activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of note payable | ||||||||
| Proceeds from debt borrowings - related parties | ||||||||
| Repayment of debt borrowings - related parties | ( | ) | ( | ) | ||||
| Proceeds from commercial line of credit | ||||||||
| Repayments on commercial line of credit | ||||||||
| Proceeds from note payable | ||||||||
| Repayment of note payable | ( | ) | ||||||
| Proceeds from sale of Common Stock | ||||||||
| Net Cash Flows from Financing Activities | ||||||||
| Net Increase in Cash and Cash Equivalents | ||||||||
| Cash and Cash Equivalents, Beginning of Period | ||||||||
| Cash and Cash Equivalents, End of Period | $ | $ | ||||||
| Non-cash Financing and Investing Activities: | ||||||||
| Notes payable converted to Common Stock | ||||||||
| Financing costs paid in Common Stock | ||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F-5 |
NOTES TO 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.
APHP is an entertainment company focused on the development, packaging, financing and production of feature films and limited series. During 2025, the Company pivoted away from third-party consulting to concentrate on internally developed projects and selective strategic partnerships. As of March 31, 2026, APHP’s project participation includes BARRON’S COVE, POSE, THIEVES HIGHWAY, PROTECTOR and MOTION. BARRON’S COVE, POSE and THIEVES HIGHWAY were released in 2025; PROTECTOR was released in U.S. theaters on March 6, 2026; and MOTION remained in post-production during the quarter.
The Company had no employees as of March 31, 2026 and continued to rely on consultants and other independent contractors for corporate operations and project-level activities. The Company dissolved Devil’s Half-Acre, LLC and Ask Christine Productions, LLC on May 12, 2025.
NOTE 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission applicable to interim financial statements. In the opinion of management, the interim financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the interim periods presented. The results for the interim period are not necessarily indicative of the results to be expected for the full year ending December 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2025.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of American Picture House Corporation and its wholly owned subsidiaries, Devil’s Half-Acre, LLC and Ask Christine Productions, LLC. All intercompany balances and transactions have been eliminated in consolidation.
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 assets and liabilities and the related disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Cash and Cash Equivalents
Cash equivalents are short-term highly liquid investments with original maturities of three months or less when acquired.
| F-6 |
Accounts Receivable
Accounts
receivable primarily consist of trade receivables due from customers for consulting services and from fees derived from licensing of
IP to content providers worldwide. As of March 31, 2026, accounts receivable was related to the BUFFALOED CAMA (see Assigned Rights
to feature film, BUFFALOED below) and collection service fees related to the Company’s contractual revenue collection rights
to BARRON’S COVE. As of December 31, 2025,
| March 31, 2026 | December 31, 2025 | |||||||
| Accounts receivable, CAMA | $ | $ | ||||||
| Accounts receivable, Collection Service Fees | ||||||||
| $ | $ | |||||||
Produced and Licensed Content Costs
Capitalized production costs, whether produced or acquired/licensed rights, include development costs, direct costs and production overhead, and are subject to impairment evaluation when events or circumstances indicate the carrying value may not be recoverable. These amounts and licensed content are included in “Produced and Licensed Content Costs” on the balance sheet as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Films in development and pre-production stage | $ | $ | ||||||
| $ | $ | |||||||
BUFFALOED.
Completed Released 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 being acquired by APHP hereunder, APHP agreed to pay BC the first one hundred thirty thousand
dollars ($
DEVIL’S
HALF-ACRE / ASK CHRISTINE, disposition of project rights. On March 11, 2025, the Company entered into an agreement pursuant to
which it assigned to the Company’s past president, Alfred John Luessenhop, Jr. (“Luessenhop”) all of the Company’s
and certain affiliated entities’ rights, title, and interest in the motion picture project DEVIL’S HALF-ACRE, and
assigned the screenplay and option agreement for ASK CHRISTINE, in each case effective upon completion of Luessenhop’s transfer
to the Company of shares of the Company’s common stock (valued at $
| F-7 |
BARRON’S COVE. Completed; Released. APHP acquired a first-priority recoupment/loan position related to this title in August 2025. The film 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.
BARRON’S
COVE. Revenue collection and inter-party allocation. On December 29, 2025, the Company entered into Amendment No. 1 to its agreement
with SSS Entertainment, LLC (“SSS”), which sets forth inter-party revenue collection and allocation mechanics for amounts
actually received by the Company from exploitation of BARRON’S COVE.
POSE.
Completed Released. APHP earned an “in Association with” credit and holds an option to purchase a
THIEVES HIGHWAY. Completed Released. APHP earned an “In Association With” credits. The Company issued shares to Mr. Sanghani as consideration attributed to this title in Q4 2025.
PROTECTOR. Completed Released. APHP earned an “In Association With” credits. The Company issued shares to Mr. Sanghani as consideration attributed to this title in Q4 2025.
MOTION. In post-production. APHP anticipates co-producing and co-financing the film with SSS Entertainment.
Impairment Assessment. Management reviews produced and licensed content costs for impairment when events indicate that the carrying amount may not be recoverable.
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 $
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 March 31, 2026 and December 31, 2025, 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 ended March 31, 2026 and 2025 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.
| March 31, 2026 | December 31, 2025 | |||||||
| Convertible Preferred Stock | ||||||||
| Stock options | ||||||||
Segment Information
The Company operates as one reportable segment. The Company’s Chief Executive Officer serves as the chief operating decision maker.
Recently Issued Accounting Pronouncements
Management has evaluated recently issued accounting pronouncements through the filing date of this Quarterly Report and determined that none are expected to have a material impact on the Company’s condensed consolidated financial statements, except as may be described in a finalized quarter-end memo.
NOTE 3 – Liquidity and Going Concern
The
accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern.
As of March 31, 2026, the Company had a working capital deficit of approximately $
Management’s current plan to address these conditions includes continued project monetization efforts, borrowings from related parties or third parties, equity issuances or equity-linked financings, and disciplined management of operating expenditures. During the first quarter of 2026, the Company entered into a convertible note financing with Labrys Fund II, L.P. and also continued to implement project-level arrangements with SSS Entertainment, LLC. There can be no assurance that these efforts will be successful.
| F-10 |
Under
related transfer agent instructions, the Company authorized its transfer agent to reserve an initial shares of common stock
for potential issuance upon conversion and to adjust the reserve from time to time consistent with the note’s terms and limitations.
The note’s conversion price is based on a discount to market prices over a specified trading-day lookback period, and conversions
are subject to beneficial ownership limitations. During the quarter ended March 31, 2026, Labrys converted $
NOTE 4 – Notes Payable
Economic Injury Disaster Loan
The
Company’s EIDL obligation had a carrying value of $
Commercial Line of Credit
The
American Express line of credit balance was $
Convertible note financing (Labrys Fund II)
On
January 20, 2026, the Company entered into a securities purchase agreement with Labrys Fund II, L.P. (“Labrys”) pursuant
to which the Company issued a
During
the quarter ended March 31, 2026, Labrys converted $
NOTE 5 – Related Party Debt and Interest
Note Payable – Mr. MacGregor
During
the quarter ended March 31, 2026, the Company borrowed $
Noah Morgan Private Family Trust Loan Agreement (“NMPFT”)
During
the quarter ended March 31, 2026, Company did
NOTE 6 – Equity and Stock-Based Compensation
Authorized Capital. The Company has common shares authorized and preferred shares authorized, of which are designated as Series A Convertible Preferred Stock.
Common and Preferred Shares. As of March 31, 2026 and December 31, 2025, the Company had and common shares and Series A preferred shares issued and outstanding. As of May 13, 2026, the Company disclosed common shares and Series A preferred shares issued and outstanding.
Labrys Commitment Shares. In connection with the January 20, 2026 Labrys financing, the Company agreed to issue shares of common stock as commitment shares.
During
March 2026, Labrys converted $
Stock Options. As of March 25, 2026, stock options remained outstanding and exercisable.
| F-11 |
NOTE 7 – Commitments and Contingencies
Legal Proceedings. The Company disclosed in its Annual Report on Form 10-K that demands for arbitration were submitted to JAMS in Jonathan Sanger v. American Picture House Corporation (JAMS Case No. 5220010741) and Michael Jones v. American Picture House Corporation (JAMS Case No. 5220010727), with JAMS advising that the Jones matter had been consolidated with the Sanger-caption matter. The Company disputes the claims asserted and reserves all rights, objections and defenses, including with respect to commencement, service and arbitrability. Based on information currently available, management could not conclude that a loss was probable or reasonably estimable.
NOTE 8 – Related Party Transactions
The following is a summary of related party transactions for the three months ended March 31, 2026 and 2025:
CEO salary waiver; standstill on preferred transfers/conversions. On December 31, 2025, Mr. MacGregor, the Company’s Chief Executive Officer and controlling stockholder, delivered a letter to the Company’s Board confirming that he is waiving any cash salary effective January 1, 2025 through March 31, 2026, unless the Board expressly approves otherwise in a written resolution executed after the date of the letter. The letter also confirms that, during the same period, Mr. MacGregor will not sell, transfer, pledge, or otherwise dispose of any of his preferred shares and will not convert any preferred shares into common stock, except as required by operation of law or pursuant to a written Board-approved exception documented in advance.
Professional
fees/ related party. During the quarters ended March 31, 2026 and March 31, 2025, the Company incurred approximately $
Board
consulting arrangements. During the quarters ended March 31, 2026 and March 31, 2025, the Company had consulting services relationships
with members of the Board of Directors whereby they were compensated a total of $
Loans/Mr.
MacGregor. During the quarter ended March 31, 2026, the Company borrowed $
Loans/family
trust related to Mr. MacGregor. During the quarter ended March 31, 2026, the Company borrowed $
NOTE 9 – Subsequent Events
Management has evaluated subsequent events through the date these condensed consolidated financial statements are issued.
Professional
fee discussions. During the quarter ended March 31, 2026, the Company and Aldous PLLC engaged in discussions regarding outstanding
professional fees and entered into a tolling and standstill agreement effective March 1, 2026 to facilitate those discussions. Draft
settlement documentation, including a proposed settlement amount of $
| F-12 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements for a variety of reasons, including those set forth in our Annual Report on Form 10-K and in other filings with the SEC.
Overview
American Picture House Corporation is an entertainment company focused on the development, packaging, financing and production of feature films and limited series. During 2025, we pivoted away from third-party consulting to concentrate on internally developed projects and selective strategic partnerships. We generally pursue two complementary approaches to participating in projects: (i) structured film finance and senior or priority recoupment positions, including senior secured production lending and first-priority receipt structures designed to prioritize return of capital; and (ii) building an owned or controlled content library over time by acquiring or optioning intellectual properties and, where appropriate, obtaining negative ownership or other control rights in projects.
Recent Developments During the First Quarter of 2026
| ● | On January 20, 2026, we completed a convertible note financing with Labrys Fund II, L.P. for a $150,000 purchase price, including $114,000 of cash proceeds to the Company after specified deductions and offsets, together with a 10% promissory note in the original principal amount of $172,500, 200,000 commitment shares, and an initial 12,000,000-share conversion reserve. | |
| ● | Effective January 27, 2026, we entered into a Multi-Film Investment and Compensation Agreement with SSS Entertainment, LLC that revised our arrangement with respect to POSE, contemplated funding for MOTION, and contemplated an additional investment in an untitled SSS-produced picture, each subject to the terms of the agreement and applicable approvals. | |
| ● | On March 12, 2026, our Board approved entry into the Multi-Film Agreement and ratified Amendment No. 1 to the APHP/SSS Agreement relating to POSE and BARRON’S COVE, effective December 29, 2025. In connection with that Board approval, the Company became obligated, subject to the agreement terms and applicable approvals, to issue $350,000 in value of common stock to Bannor Michael MacGregor and The Noah Morgan Private Family Trust, split equally. | |
| ● | PROTECTOR was released in U.S. theaters on March 6, 2026. | |
| ● | MOTION remained in post-production during the quarter. |
The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | ||||||||||||
| 2026 | 2025 | Change $ | ||||||||||
| Revenues | $ | 1,220 | $ | - | $ | 1,220 | ||||||
| Cost of revenues | - | - | - | |||||||||
| 1,220 | - | 1,220 | ||||||||||
| Operating Expenses: | ||||||||||||
| General and administrative | 112,656 | 475,457 | (362,801 | ) | ||||||||
| Research and development | - | - | - | |||||||||
| Sales and marketing | 1,582 | 461 | 1,121 | |||||||||
| Total Operating Expenses | 114,238 | 475,918 | (361,680 | ) | ||||||||
| Net Operating Loss | (113,018 | ) | (475,918 | ) | 362,900 | |||||||
| Other Income (Expenses): | ||||||||||||
| Interest income | - | - | - | |||||||||
| Interest expense | (58,221 | ) | (12,919 | ) | (45,302 | ) | ||||||
| Net Other Income (Expenses) | (58,221 | ) | (12,919 | ) | (45,302 | ) | ||||||
| Loss before income taxes | (171,239 | ) | (488,837 | ) | 317,598 | |||||||
| Income taxes | - | - | - | |||||||||
| Net loss | $ | (171,239 | ) | $ | (488,837 | ) | $ | 317,598 | ||||
| 2 |
Revenues. During the three months ended March 31, 2026, revenues were $1,220, compared with $0 for the three months ended March 31, 2025. The change was primarily attributable to income from the BARRON’S COVE CAMA.
General and Administrative Expenses. General and administrative expenses for the three months ended March 31, 2026 were $112,656, compared with $475,457 for the three months ended March 31, 2025. The period-over-period reduction in expense was primarily attributable to the 2025 period including $232,995 of stock option expense compared to $0 in the 2026 period and lower professional and consulting fees. Additionally, legal and consulting fees decreased by $183,242 for the 2026 quarter compared to the 2025 quarter as the Company sought to reduce operating expenses.
Sales and Marketing Expenses. Sales and marketing expenses for the three months ended March 31, 2026 were $1,582, compared with $461 for the three months ended March 31, 2025.
Interest Expense. Interest expense for the three months ended March 31, 2026 was $58,221, compared with $12,919 for the prior-year period, with the change primarily attributable to credit card debt and the Labrys financings.
Liquidity and Capital Resources
As of March 31, 2026, we had cash and cash equivalents of approximately $22,000, a working capital deficit of approximately $1,452,000, and accumulated deficit of $$7,997,633. As of December 31, 2025, we had cash and cash equivalents of $124 and negative working capital of approximately $435,000. These conditions raise substantial doubt about our ability to continue as a going concern.
Operating Activities. During the three months ended March 31, 2026, net cash used in operating activities was $12,949, compared with net cash used in operating activities of $155,207 for the three months ended March 31, 2025. The 2026 period primarily reflects the collection of $1.0M of receivables that were subsequently redeployed into new and incremental film production activities.
Financing Activities. During the three months ended March 31, 2026, net cash provided by financing activities was $35,163, compared with net cash provided by financing activities of $159,826 for the three months ended March 31, 2025. The 2026 period reflects net Labrys note proceeds of $172,500 and repayment of $25,000 against the Labrys note and $112,337 of repayment of related-party borrowings.
Funding Requirements. We expect our expenses to increase in connection with our ongoing film development and production activities and our public-company reporting obligations. We expect to finance operations and investments through a combination of project receipts, debt financings, equity issuances, and strategic transactions, although there can be no assurance that sufficient capital will be available on acceptable terms, or at all.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. We believe our critical accounting policies and estimates include those related to revenue recognition, collectability of receivables, impairment of produced and licensed content costs and intangible assets, stock-based compensation, accounting for debt and equity-linked instruments, and contingencies.
Off-Balance Sheet Arrangements
None, except as may be described in the notes to the condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information otherwise required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and our principal financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2026, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2026 because management determined that the Company’s disclosure processes functioned effectively to provide reasonable assurance of timely and accurate disclosure.
Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 3 |
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in arbitration proceedings arising out of certain consulting agreements. During 2025, demands for arbitration were submitted to JAMS in Jonathan Sanger v. American Picture House Corporation (JAMS Case No. 5220010741) and Michael Jones v. American Picture House Corporation (JAMS Case No. 5220010727), with JAMS advising that the Jones matter had been consolidated with the Sanger-caption matter under Case No. 5220010741. The Company disputes the claims asserted and reserves all rights, objections and defenses, including with respect to commencement, service and arbitrability. During and after the quarter ended March 31, 2026, JAMS communicated regarding payment of the initial retainer and advised that, absent timely payment of respondent’s share, the matter would be placed on administrative stay. The Company responded while continuing to reserve all rights, objections and defenses. Other than the foregoing administrative communications, there were no material developments during the quarter ended March 31, 2026 with respect to the proceedings described in the Company’s Annual Report on Form 10-K.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information otherwise required by this Item. Nevertheless, management should consider whether any material updates to the risk discussion in the Company’s 2025 Annual Report should be voluntarily added here, particularly with respect to liquidity, convertible financings, project-level collections, arbitration matters, and the Multi-Film Agreement.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Previously Reported Sales. On January 20, 2026, in connection with the Labrys Fund II financing, the Company agreed to issue 200,000 shares of common stock as commitment shares in a transaction exempt from registration under Section 4(a)(2) and/or Rule 506 of Regulation D. On March 12, 2026, in connection with the Board’s approval of the Multi-Film Agreement, the Company became obligated, subject to the terms of the agreement and applicable approvals, to issue $350,000 in value of common stock to Bannor Michael MacGregor and The Noah Morgan Private Family Trust, split equally, likewise in a transaction represented as exempt under Section 4(a)(2) and/or Rule 506.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Director Resignation. On March 16, 2026, Thomas Rauker resigned from the Company’s Board of Directors, effective immediately. The circumstances surrounding Mr. Rauker’s resignation were previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 20, 2026.
During the quarter ended March 31, 2026, no director or officer of the Company adopted, modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.
Item 6. Exhibits
| Exhibit No. | Description | |
| 10.1 | Multi-Film Investment and Compensation Agreement, effective January 27, 2026. | |
| 10.2 | Amendment No. 1 to APHP/SSS Agreement, effective December 29, 2025. | |
| 10.3 | Securities Purchase Agreement, dated January 20, 2026, with Labrys Fund II, L.P. | |
| 10.4 | 10% Promissory Note, dated January 20, 2026, issued to Labrys Fund II, L.P. | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. | |
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350. | |
| 101 | Inline XBRL/Interactive Data Files. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 4 |
SIGNATURES
Pursuant to the requirements 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
| Date: May 13, 2026 | ||
| By: | /s/ Bannor Michael MacGregor | |
| Name: | Bannor Michael MacGregor | |
| Title: | Chief Executive Officer | |
| Date: May 13, 2026 | ||
| By: | /s/ Daniel Hirsch | |
| Name: | Daniel Hirsch | |
| Title: | Principal Financial Officer / Chief Accounting Officer | |
| 5 |
ATTACHMENTS / EXHIBITS
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