UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2023
Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______ to ______
Commission
file number 000-56586
American
Picture House Corporation
(Exact
name of registrant as specified in its charter)
Wyoming
85-4154740
(State
or other jurisdiction of incorporation or organization)
(I.R.S.
Employer Identification No.)
6770
(Primary
Standard Industrial Classification Code Number)
555
Madison Avenue 5FL , New York , NY
10022
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code 1-800 - 689-6885
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of exchange on which registered
N/A
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. ☐ Yes ☒ No
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).
☐ Yes ☒ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or 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
☐
Non-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 Act.) ☐ Yes ☒ No
The
number of shares outstanding of the registrant’s common stock as of November 5, 2023 was 107,740,991 shares.
DOCUMENTS
INCORPORATED BY REFERENCE — NONE
TABLE
OF CONTENTS
Part
I – FINANCIAL INFORMATION
1
Item
1.
Financial Statements (unaudited)
2
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
13
Item
3.
Quantitative and Qualitative Disclosures about Market Risk
18
Item
4.
Controls and Procedures
18
Part II – OTHER INFORMATION
20
Item
1.
Legal Proceedings
20
Item
2.
Unregistered
Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
20
Item
3.
Defaults Upon Senior Securities
20
Item
4.
Mine Safety Disclosures
20
Item
5.
Other Information
20
Item
6.
Exhibits
21
SIGNATURES
22
i
PART
I FINANCIAL INFORMATION
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information
contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are
contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and are generally identifiable by use of the words “may,” “will,” “should,” “expect,”
“anticipate,” “estimate,” “believe,” “intend” or “project” or the negative
of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations,
beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to consummate the Merger,
as such term is defined below; the continued services of the Custodian as such term is defined below; our future financial performance;
the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers
and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect,
and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass.
Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause
our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed
or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to the risks of
limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to
develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable.
Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even
if new information becomes available or other events occur in the future.
As
used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer
to American Picture House Corporation, a Wyoming corporation unless the context requires otherwise.
1
Item
1. Financial Statements.
Index
to Financial Statements
Page
FINANCIAL
STATEMENTS:
Balance Sheets, September 30, 2023 (unaudited), and December 31, 2022
3
Unaudited Statements of Operations, for the Three and Nine Months Ended September 30, 2023, and September 30, 2022
4
Unaudited Statements of Changes in Stockholders’ (Deficit), for the Three Months and Nine Months Ended September 30, 2023, and September 30, 2022
5
Unaudited Statements of Cash Flows, for the Nine Months Ended September 30, 2023, and September 30, 2022
7
Notes to the Unaudited Interim Financial Statements
8
2
AMERICAN
PICTURE HOUSE CORPORATION
CONSOLIDATED
BALANCE SHEETS
*
September 30, 2023
December 31, 2022
ASSETS
(Unaudited)
*
Current Assets
Cash and cash equivalents
$ 531,393
$ 31,573
Accounts receivable
-
344,924
Prepaid expenses
51,684
32,862
Receivable - related party
38,125
70
Other receivables
180
347
Total Current Assets
621,382
409,776
Produced and licensed content costs
158,508
121,355
Intangible assets, net of accumulated amortization of $ 250
8,750
-
IMM loans receivable, net of allowance of $ 366,387
-
-
Prepaid expenses, non-current
21,000
-
TOTAL ASSETS
809,640
531,131
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses
141,350
273,699
Payable to related parties
-
130,000
Deferred revenue, current portion
-
35,000
Interest payable - related party
-
-
Interest payable - EIDL loan
14,492
10,288
Interest payable
14,492
10,288
Note payable - related party
-
-
Total Current Liabilities
155,842
448,987
Economic injury disaster loan, non-current
149,900
149,900
Total Liabilities
305,742
598,887
Stockholders’ Equity (Deficit):
Common Stock $ 0.0001 par value. 1,000,000,000 authorized. 108,715,991 and 100,735,159 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.
471,472
470,673
Preferred Stock $ 0.0001 par value. 1,000,000 authorized. 3,829 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.
-
-
Subscription receivable
-
-
Additional paid in capital
4,642,318
3,116,949
Accumulated deficit
( 4,609,892 )
( 3,655,378 )
Total Stockholders’ Equity (Deficit)
503,898
( 67,756 )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
$ 809,640
$ 531,131
* Derived
from audited information
The
accompanying notes are an integral part of these unaudited interim condensed financial statements.
3
AMERICAN
PICTURE HOUSE CORPORATION
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited )
Three Months ended September 30,
Nine Months ended September 30,
2023
2022
2023
2022
Consulting revenues
$ -
$ 115,000
$ 169,111
$ 115,000
Cost of revenues
-
1,426
36,701
1,426
Gross profit
-
113,574
132,410
113,574
Operating Expenses:
General and administrative:
495,257
103,849
1,073,980
310,639
Research and development expenses
8,803
-
8,803
-
Total Operating Expenses
504,060
103,849
1,082,783
310,639
Net Operating Loss
( 504,060 )
9,725
( 950,373 )
( 197,065 )
Other Income (Expenses):
Interest income
340
-
2,793
-
Interest expense
( 2,993 )
( 1,550 )
( 6,934 )
( 5,178 )
Net Other Income (Expenses)
( 2,653 )
( 1,550 )
( 4,141 )
( 5,178 )
Loss before income taxes
( 506,713 )
8,175
( 954,514 )
( 202,243 )
Income taxes
-
-
-
-
Net loss
$ ( 506,713 )
$ 8,175
$ ( 954,514 )
$ ( 202,243 )
Net loss per common share - Basic and Diluted
$ ( 0.00 )
$ ( 0.00 )
$ ( 0.01 )
$ ( 0.00 )
Weighted average shares used in per share computation - Basic and Diluted
107,740,991
98,735,159
103,083,257
91,735,159
The
accompanying notes are an integral part of these unaudited interim condensed financial statements.
4
AMERICAN
PICTURE HOUSE CORPORATION
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For
the nine months ended September 30, 2023
(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, 2022
100,735,159
$ 470,673
3,829
$ -
$ 3,116,949
$ ( 3,655,378 )
-
$ ( 67,756 )
Conversion of accrued liabilities totaling $ 105,000 into options to purchase 1,160,221 shares of Common Stock
-
-
-
-
105,000
-
-
105,000
Net Loss
-
-
-
-
-
( 52,339 )
-
( 52,339 )
Balance, March 31, 2023
100,735,159
$ 470,673
3,829
$ -
$ 3,221,949
$ ( 3,707,717 )
$ -
$ ( 15,095 )
Common stock issued for services at $ 0.15 /share
166,667
17
-
-
24,983
-
-
25,000
Issuance of Common Stock
3,333,328
334
-
-
499,666
-
( 40,166 )
459,834
Net Loss
-
-
-
-
-
( 395,462 )
-
( 395,462 )
Balance, June 30, 2023
104,235,154
$ 471,024
3,829
$ -
$ 3,746,598
$ ( 4,103,179 )
$ ( 40,166 )
$ 74,277
Common stock issued for services at $ 0.20 /share
666,667
67
-
-
133,266
-
-
133,333
Common stock issued for services
666,667
67
-
-
133,266
-
133,333
Issuance of Common Stock
3,814,170
381
-
-
762,454
-
40,166
803,001
Net Loss
-
-
-
-
-
( 506,713 )
-
( 506,713 )
Balance, September 30, 2023
108,715,991
$ 471,472
3,829
$ -
$ 4,642,318
$ ( 4,609,892 )
$ -
$ 503,898
The
accompanying notes are an integral part of these unaudited interim condensed financial statements.
5
AMERICAN
PICTURE HOUSE CORPORATION
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For
the nine months ended September 30, 2022
(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, 2021
95,735,159
$ 470,173
3,829
$ -
$ 2,792,449
$ ( 3,569,622 )
$ -
$ ( 307,000 )
Net
Loss
-
-
-
-
-
( 69,235 )
-
( 69,235 )
Balance,
March 31, 2022
95,735,159
$ 470,173
3,829
$ -
$ 2,792,449
$ ( 3,638,857 )
$ -
$ ( 376,235 )
Conversion of
notes payable and interest payable to related party to Common Stock and assumpton of Liabilites by related party for Common Stock
3,000,000
300
-
-
299,700
-
-
300,000
Net
Loss
-
-
-
-
-
( 141,183 )
-
( 141,183 )
Balance,
June 30, 2022
98,735,159
$ 470,473
3,829
$ -
$ 3,092,149
$ ( 3,780,040 )
$ -
$ ( 217,418 )
Balance
98,735,159
$ 470,473
3,829
$ -
$ 3,092,149
$ ( 3,780,040 )
$ -
$ ( 217,418 )
Net
Income
-
-
-
-
-
8,175
-
8,175
Net
Income (Loss)
-
-
-
-
-
8,175
-
8,175
Balance,
September 30, 2022
98,735,159
$ 470,473
3,829
$ -
$ 3,092,149
$ ( 3,771,865 )
$ -
$ ( 209,243 )
Balance
98,735,159
$ 470,473
3,829
$ -
$ 3,092,149
$ ( 3,771,865 )
$ -
$ ( 209,243 )
The
accompanying notes are an integral part of these unaudited interim condensed financial statements.
6
AMERICAN
PICTURE HOUSE CORPORATION
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months ended September 30,
2023
2022
Cash Flows from Operating Activities:
Net Income (Loss)
$ ( 954,514 )
$ ( 202,243 )
Adjustments to Reconcile Net Income (Loss) to Net Cash Flows from Operating Activities:
Reserve for uncollectible receivable
193,932
-
Common Stock issued for services
158,333
-
Amortization expense
250
-
Change in operating assets and liabilities:
Accounts receivable
150,992
-
Prepaid expenses
( 39,822 )
( 5,356 )
Other receivables
( 37,888 )
-
Accounts payable and accrued expenses
( 27,349 )
182,139
Payable to related party
( 130,000 )
-
Interest payable - related parties
-
292
Interest payable - EIDL loan
4,204
4,204
Interest payable
4,204
4,204
Deferred revenue
( 35,000 )
36,250
Net Cash Flows from Operating Activities
( 716,862 )
15,286
Cash Flows from Investing Activities:
Produced and licensed costs
( 37,153 )
( 102,724 )
Intangible assets
( 9,000 )
-
Net Cash Flows from Investing Activities
( 46,153 )
( 102,724 )
Cash Flows from Financing Activities:
Proceeds from debt borrowings - related parties
178,500
112,760
Repayment of debt borrowings - related parties
( 178,500 )
( 66,260 )
Proceeds from sale of Common Stock
1,262,835
-
Net Cash Flows from Financing Activities
1,262,835
46,500
Net Increase in Cash and Cash Equivalents
499,820
( 40,938 )
Cash and Cash Equivalents, Beginning of Period
31,573
101,289
Cash and Cash Equivalents, End of Period
$ 531,393
$ 60,351
Non-cash Financing and Investing Activities:
Conversion of accrued expenses into options to purchase Common Stock
$ 105,000
$ -
Conversion of note payable to related parties and accrued interest to Common Stock
$ -
$ 300,000
Common Stock issued for services
$ 158,333
$ 0
The
accompanying notes are an integral part of these unaudited interim condensed financial statements.
7
NOTES
TO (UNAUDITED) FINANCIAL STATEMENTS
NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
American
Picture House Corporation. (“the Company,” “we” “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
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 adopted an amendment 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.
As
of October 11, 2023, the Company has 1,001,000,000 shares authorized, including 1,000,000,000 common shares and 1,000,000 preferred shares.
The
Company’s year-end is December 31.
8
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB ”)
“FASB Accounting Standard Codification™” (the “ Codification ”) which is the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in
conformity with accepted accounting principles (“ GAAP ”) in the United States.
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.
Management’s
Representation of Interim Financial Statements
The
accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules
and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing
quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted
as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented
not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management
are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring
nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements
should be read in conjunction with the audited consolidated financial statements and notes thereto on December 31, 2022, as presented
in the Company’s Recent Form 10 filing.
Going
Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial
statements. As of September 30, 2023, the Company had working capital of $ 465,540 and an accumulated deficit of $ 4,609,892 .
Because
the Company does not expect that the existing operational cash flow will be sufficient to fund presently anticipated operations, this
raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise
additional funds and is currently exploring alternative sources of financing. Recently the Company has been funded by related party shareholders
and officers. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to
raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required
to continue to do so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its
common stock to maximize working capital, and intends to continue this practice where feasible.
Use
of Estimates
The
preparation of financial statements in conformity with US 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.
9
Revenue
recognition
Revenue
from entertainment content creation will be recognized under the using the five-step approach required under the guidelines of ASC 606:
1.
Identify
the contract with the client,
2.
Identify
the performance obligations in the contract,
3.
Determine
the transaction price,
4.
Allocate
the transaction price to performance obligations in the contract
5.
Recognize
revenues when or as the Company satisfies a performance obligation
Prepaid
expenses
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. Prepaid expenses expected to be charged to expense
in the next twelve months are reported as current assets. Prepaid expenses are recorded at fair market value.
The
balance of prepaid expenses was:
SCHEDULE
OF PREPAID EXPENSES
September 30, 2023
December 31, 2022
Prepaid expenses, current
$ 51,684
$ 32,862
Prepaid expenses, non-current
21,000
-
Prepaid
expenses
$ 72,684
$ 32,862
Cash
and cash equivalents
The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
As of September 30, 2023, and December 31, 2022, the Company had $ 531,393 and $ 31,573 in cash on hand, respectively.
Intangible
Assets - Website Development Costs
The
Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development
Costs” (ASC 350-50). All costs incurred in the planning stage are expensed as incurred, costs incurred in the website application
and infrastructure development stage are accounted for in accordance with ASC 350-50 which requires the capitalization of certain costs
that meet specific criteria, and costs incurred in the day to day operation of the website are expensed as incurred. The Company capitalizes
external website development costs (“website costs”), which primarily include third-party costs related to developing applications,
as well as costs incurred to develop or acquire and customize code for web applications, costs to develop HTML web pages or develop templates
and costs to create initial graphics for the website that included the design or layout of each page.
Through
September 30, 2023, the capitalized costs of the Company’s websites placed into service were subject to straight-line amortization
over a three-year period. Amortization expense for the three and nine months ended September 30, 2023 was $ 250 .
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.
10
Net
Loss per Share
Net
loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined
by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”)
calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year.
Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares
and dilutive common share equivalents outstanding.
Recent
Accounting Pronouncements
There
are no recent accounting pronouncements that has an impact on the Company’s operations.
NOTE
3. INTANGIBLE ASSETS
The
identifiable intangible assets consist of the following assets:
SCHEDULE
OF INTANGIBLE ASSETS
September 30, 2023
December 31, 2022
Balance
Accumulated Amortization
Balance
Accumulated Amortization
Useful Life
(in years)
Website development costs
$ 9,000
$ 250
$ -
$ -
3
Total intangible assets
$ 6,276,422
$ 6,211,469
$ -
$ -
There
were no impairment charges associated with the Company’s identifiable intangible assets in the nine and twelve months ended September
30, 2023 and December 31, 2022, respectfully.
Amortization
expense recorded in depreciation and amortization in the accompanying consolidated statements of operations was $ 250 for the three and
nine months ended September 30, 2023. The Company did not own any intangible assets during the year-ended December 31, 2022.
NOTE
4 – EQUITY
Common
Stock
Common
Shares - As of October 11, 2023 APHP has 1,000,000,000 common shares authorized of which 107,740,991 shares issued and outstanding. As
of October 11, 2023 the total number of shareholders of record was 308. All common shares are entitled to participate in any distributions
or dividends that may be declared by the Board of Directors, subject to any preferential dividend rights of outstanding shares of preferred
shares.
Preferred
Stock
Preferred
Shares - As of October 11, 2023 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, 3,829 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.
11
Common
Stock Activity – During the quarter ended June 30, 2023, the Company sold 3,333,328 shares of Common Stock at $ 0.15 per
share to new investors resulting in total proceeds of $ 500,000 . During the quarter ended September 30, 2023, the Company sold 3,814,170
shares of Common Stock at $ 0.20 per share to new investors resulting in total proceeds of $ 803,001 . Also, during the quarter and nine
months ended September 30, 2023, the Company issued 666,667 shares and 833,334 shares of Common Stock, respectively, pursuant to advisory
agreements.
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.
NOTE
5 – RELATED PARTY TRANSACTIONS
During
the quarters ended September 30, 2023 and 2022, the Company incurred approximately $ 30,000 and $ 80,000 , respectively, of professional
fees to a legal firm affiliated with a member of the Board of Directors. During the nine months ended September 30, 2023 and 2022, the
Company incurred approximately $ 140,000 and $ 90,000 , respectively, of professional fees to the same legal firm affiliated with a member
of the Board of Directors At September 30, 2023 and December 31, 2022, $ 0 and $ 65,000 , respectively, in accounts payable and accrued
expenses were owed to the legal firm.
During
the quarters ended September 30, 2023 and 2022, the Company incurred approximately $ 39,000 and $ 41,000 , respectively, of consulting fees
to members of the Board of Directors or their affiliates. During the nine months ended September 30, 2023 and 2022, the Company incurred
approximately $ 86,000 and $ 113,000 , respectively, of consulting fees to members of the Board of Directors or their affiliates. As of
September 30, 2023 and December 31, 2022, the Company had accrued consulting fees of $ 0 and $ 105,000 , respectively. On January 1, 2023,
$ 105,000 of accrued consulting fees were exchanged for options to purchase 1,160,221 shares of Common Stock at $ 0.125 per share.
On
March 31, 2022, the Company agreed to exchange $ 299,401 in debt obligations to Michael MacGregor, the Company’s CEO & President
and Board member, and relief from two of the Company’s legal services providers in exchange for equity in the form of 3,000,000
common shares valued at $ 0.10 per share for an equivalent aggregate value of $ 300,000 . The transaction enabled the Company to retire
$ 231,901 of debt due and owing to Mr. MacGregor and $ 67,500 of accrued legal fees.
During
the three and nine months ended September 30, 2023, the Company borrowed $ 0 and $ 178,500 respectively, from Mr. MacGregor pursuant to
a master loan agreement that is due and payable in 2024. The master note agreement accrues interest at a rate of 4.4 % due and payable
in a lump sum upon maturity of the obligation. During the three and nine months ended September 30, 2023, the Company also repaid $ 102,519
and $ 178,500 of these related party borrowings. This note is not convertible.
NOTE
6 – SUBSEQUENT EVENTS
In
accordance with FASB ASC 855-10, Subsequent Events , the Company has analyzed its operations subsequent to September 30, 2023,
to the date these consolidated financial statements were issued., Except as noted below, management has determined that it does not have
any material subsequent events to disclose in these consolidated financial statements.
During
the period October 1, 2023 to present, the Company sold 690,000 shares of Common Stock at $ 0.20 per share to new investors resulting
in total proceeds of $ 138,000 .
In November 2023, the Company entered into a Consulting
Agreement with A. John Luessenhop a director of the Company, pursuant to which Mr. Luessenhop will serve as acting President of the Company
in return for $ 80,000.00 to be paid in four (4) monthly payments of $ 20,000.00 . The Consulting Agreement shall expire on December 31,
2023, unless renewed .
In November 2023, the Company entered into a Consulting
Agreement with Michael Blanchard, a director of the Company, pursuant to which Mr. Blanchard will act as an advisor to the Company to
promote the quality of the Company’s products and services and to enhance and develop the Company’s relationships with the
entertainment industry and technology developers. In return for these services, the Company has paid Mr. Blanchard $ 40,625.00 for services
rendered. The Consulting Agreement shall expire on December 31, 2023, unless renewed .
In November 2023, the Company entered into a
Consulting Agreement with Philip Quartararo, a director of the Company, pursuant to which Mr. Quartararo will act as an advisor to the
Company to promote the quality of the Company’s products and services and to enhance and develop the Company’s relationships
with the entertainment industry and technology developers. In return for these services, the Company has paid Mr. Blanchard $ 10,000.00
for services rendered. The
Consulting Agreement shall expire on December 31, 2023, unless renewed .
12
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Organizational
History of the Company and Overview
American
Picture House Corporation aka American Picture House Pictures plans to be a premiere entertainment company with a focus on feature
films, limited series, and content-enhancing technologies. APHP is managed by astute financiers and supported by seasoned creatives.
To date, the Company has provided general consulting services to entertainment industry-based clients. These clients were interested
in our entertainment industry expertise and general business knowledge. The services provided included the strategy, development, and
procurement of materials including; business plans, financial projections, and corporate marketing materials for the entertainment industry.
The Company has refocused its efforts and will no longer be providing these services to independent clients. Going forward, APHP plans
to partner with filmmakers, showrunners, content developers and strategic technology partners to develop, package, finance, and produce
high-quality feature films and television shows with broad-market appeal. The Company’s management, Board of Directors and advisors
have had relationships with major studios due to many of them having worked within the entertainment industry on many films and shows
in a variety of specialties including: writing, producing, directing, casting, sales, and licensing. Although these relationships have
not yet yielded results to APHP to date, the Company anticipates it will be able to access these relationships to benefit the Company
in its future endeavors.
The
Company intends to specialize in mid-budgeted productions where more than 100% of the budget can be collateralized by a films or
shows intellectual property (‘IP”), unsold licensing sales projections, pre-sold licensing contracts, incentive
agreements, tax rebates, and grants. The Company’s management and advisors will use these assets to limit risk and guarantee
greater profitability. The IP (e.g., the book rights, script, screenplay, etc.) of a particular film or show usually has a
quantifiable value, especially if such IP was written by a recognized author or by a WGA (“Writers Guild of America”)
writer and further enhanced by the addition of competent producers, proven directors and directors of photography, and talented
actors. While the IP itself has value, the previously mentioned elements plus the addition of factors like choosing favorable
filming locales to film in (that provide monetary and/or tax incentives) and formulating lean budgets, enable third party financiers
to quantify a films’ or shows’ value and this quantifiable-value can be utilized to secure additional equity investors
and or be utilized to secure loans. Through the development of a strong package, APHP can limit its overall financial exposure,
mitigate financial risk, and reduce the equity required from the Company to produce a film or show Loans and additional equity, are
usually only secured for films that have a package that has strong elements and additional factors; therefore, a reduction in equity
combined with third-party participation also is expected to increase profitability to the Company.
The
Company will strive to become synonymous with creative ability, financial sophistication, and leading-edge technology. The Company has
optioned IP with the intent to co-finance and co-produce feature films and limited series shows.
Filmmaking
Stages and Our Strategy
To
understand our business strategy, it is useful to think of filmmaking in five stages - often with different teams involved at different
stages:
●
Development:
The first stage in which the ideas for the film are created, rights to books/plays are acquired and the screenplay is written. Financing
for the project has to be sought and obtained;
●
Pre-Production:
Arrangements and preparations are made for the shoot, such as hiring cast and film crew, selecting locations and constructing sets;
●
Production:
The raw footage and other elements for the film are recorded during the film shoot;
●
Post-Production:
The images, sound, and visual effects of the recorded film are edited and combined into a finished product; and
●
Distribution:
The completed film is distributed, marketed, and screened in cinemas and/or released to video or steaming services.
Our
Strategy to Build Value
Our
business strategy is to purchase and/or option “entertainment properties” ( e.g., book rights, screenplays, scripts,
etc. ). that have had some level of financial investment in the development stage before we acquire the entertainment property
where the initial owner or development team decided to stop development for financial or other reasons after making a substantial investment
in development. For this investment, we may share with the original team rights to revenue from the acquired entertainment properties.
This strategy will allow the Company to reduce our initial cash outlay when acquiring intellectual properties, allows us to allocate
more funds in moving the entertainment property up the filmmaking chain, gives us assistance and goodwill from the original development
team, and reduces our financial risks.
Our
strategy requires us to make an informed assessment that our management team has the ability to move the script forward where the initial
team failed while allowing APHP to capitalize on the initial investment.
13
We
seek to build value in our entertainment properties by many means, including the following:
●
Hiring
other qualified Writers Guild of America (“WGA”) writers to further develop, polish, or re-write entertainment properties;
●
Securing
or attaching quality talent ( e.g., producers, director, actors, etc.);
●
Determining
pre-sales values;
●
Securing
some pre-sales (mostly in international markets) ;
●
Securing
financial and banking relations;
●
Hiring
a talent agency, retaining attorneys;
●
Determining
shooting locations, including the best place to obtain financial incentives and/or grants;
●
Developing
a comprehensive budget and devising financing strategy;
●
Securing
a completion bond; and
●
Developing
production and marketing materials ( e.g., look-book, location scouting, poster-design, etc.).
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.
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.
14
Results
of Operations
Three
Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022
The
following table summarizes our results of operations for the three months ended September 30, 2023 and 2022:
Three Months ended September 30,
2023
2022
Change $
Consulting revenues
$ -
$ 115,000
$ (115,000 )
Cost of revenues
-
1,426
(1,426 )
-
113,574
(113,574 )
Operating Expenses:
General and administrative
495,257
103,849
391,408
Research and development
8,803
-
Total Operating Expenses
504,060
103,849
391,408
Net operating income (loss)
(504,060 )
9,725
(504,982 )
Other Income (Expenses):
Interest income
340
-
340
Interest expense
(2,993 )
(1,550 )
(1,443 )
Net Other Income (Expenses)
(2,653 )
(1,550 )
(1,103 )
Income (loss) before income taxes
(506,713 )
8,175
(514,888 )
Income taxes
-
-
-
Net income (loss)
$ (506,713 )
$ 8,175
$ (514,888 )
Revenues
and Cost of Revenues
During
the three months ended September 30, 2023, the Company did not report any revenues or cost of revenues as management transitioned to
focusing on film pre-production activities and ceased providing consulting services to third parties. The Company does not anticipate
providing consulting services for the remainder of 2023. During the three months ended September 30, 2022, the Company had revenues of
approximately $115,000. The Company’s revenue comes from contracts with customers for consulting services.
General
and Administrative Expenses
General
and administrative expenses for the three months ended September 30, 2023 were approximately $495,000 compared to approximately $103,000
for the three months ended September 30, 2022, an increase of approximately $391,000. The increase was primarily attributable to an approximately
$130,000 increase in accounting, auditing, and legal professional fees; a $199,000 increase in contract consulting and management fees;
$13,000 of additional insurance expense related to obtaining directors and officers insurance; $16,000 of incremental travel expense;
and other general and administrative expenses. As a public company, we expect general and administrative costs to continue to increase
in future periods.
Research
and Development Expenses
Research
and development expenses for the three months ended September 30, 2023 were approximately $9,000 compared to $0 for the three months
ended September 30, 2022. Research and development expenses relate to our engagement of a part-time development team member during the
quarter and related expenses.
15
Other
Income (Expense)
Interest
Income. Interest income for the three months ended September 30, 2023 and 2022 was minimal and consisted of interest earned on invested
cash balances.
Interest
Expense. Interest expense for the three months ended September 30, 2023 and 2022 was approximately $3,000 and $1,600, respectively,
and was primarily related to our Economic Injury Disaster Loan (“EIDL ”) and working capital loan.
Liquidity
and Capital Resources
During
the quarter ended September 30, 2023, the Company sold 3,814,170 shares of Common Stock at $0.20 per share to new investors resulting
in total proceeds of approximately $803,000.
We
had an accumulated deficit of approximately $4.6 million, incurred a net loss of approximately $507,000, and had cash outflows from operations
of approximately $717,000 as of and for the three months ended September 30, 2023. 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, 2023, we had cash and cash equivalents of approximately $531,000.
Operating
Activities
During
the three months ended September 30, 2023, operating activities used approximately $398,000 of cash, primarily resulting from our net
loss of approximately $507,000, partially offset by non-cash charges and changes in our operating assets and liabilities of $108,000.
During
the three months ended September 30, 2022, operating activities provided approximately $77,000 of cash, primarily resulting from our
net income of approximately $8,000 and changes in our operating assets and liabilities of approximately $69,000.
Investing
Activities
During
the three months ended September 30, 2023 and 2022, investing activities included approximately $27,000 and $103,000 of produced and
licensed film production costs. Costs during the 2023 quarter were lower than expected as a result of the ongoing screenwriters and screen
actors strikes. Additionally, during the quarter ended September 30, 2023, the Company invested approximately $9,000 in website development
costs.
Financing
Activities
During
the three months ended September 30, 2023, net cash provided by financing activities was approximately $700,000 including approximately
$803,000 of proceeds from the sale of Common Stock partially offset by net repayments of $103,000 on related party borrowings.
During
the three months ended September 30, 2022, net cash provided by financing activities was $0.
16
Nine
months ended September 30, 2023 Compared to nine months ended September 30, 2022
The
following table summarizes our results of operations for the nine months ended September 30, 2023 and 2022:
Nine Months ended September 30,
2023
2022
Change $
Consulting revenues
$ 169,111
$ 115,000
$ 54,111
Cost of revenues
36,701
1,426
35,275
132,410
113,574
18,836
Operating Expenses:
General and administrative
1,073,980
310,639
763,341
Research and development
8,803
-
8,803
Total Operating Expenses
1,082,783
310,639
763,341
Net Operating Loss
(950,373 )
(197,065 )
(744,505 )
Other Income (Expenses):
Interest income
2,793
-
2,793
Interest expense
(6,934 )
(5,178 )
(1,756 )
Net Other Income (Expenses)
(4,141 )
(5,178 )
1,037
Loss before income taxes
(954,514 )
(202,243 )
(752,271 )
Income taxes
-
-
-
Net loss
$ (954,514 )
$ (202,243 )
$ (752,271 )
Revenues
and Cost of Revenues
During
the nine months ended September 30, 2023 and 2022, the Company had revenues of approximately $169,000 and $115,000, respectively. During
these periods, the Company’s revenue came from contracts with customers for consulting services and from the licensing and distribution
of film and other entertainment rights.
General
and Administrative Expenses
General
and administrative expenses for the nine months ended September 30, 2023 were approximately $1,074,000 compared to approximately $310,000
for the nine months ended September 30, 2022. The increase was primarily attributable to an approximately $260,000 increase in accounting,
auditing, and legal professional fees; a $207,000 increase in contract consulting and management fees; $17,000 of additional insurance
expense related to obtaining directors and officers insurance; $40,000 of incremental travel expense; and approximately $194,000 of bad
debt expense. The customer that owes APH approximately $194,000 advised the Company in June 2023 that their Managing Director had resigned
and that the customer ceased operations. Consequently, in the second quarter of 2023 management established an allowance for this receivable
and subsequently determined that the monies due were uncollectable and therefore was written off. As a public company, we expect general
and administrative costs to continue to increase in future periods.
Research
and Development Expenses
Research
and development expenses for the nine months ended September 30, 2023 were approximately $9,000 compared to $0 for the nine months ended
September 30, 2022. Research and development expenses relate to our engagement of a part-time development team member during the third
quarter of 2023 and related expenses.
17
Other
Income (Expense)
Interest
Income. Interest income for the nine months ended September 30, 2023 and 2022 was approximately $2,700 and $0, respectively, and
consisted of interest earned on invested cash balances.
Interest
Expense. Interest expense for the nine months ended September 30, 2023 and 2022 was approximately $6,900 and $5,200, respectively,
and was primarily related to our Economic Injury Disaster Loan (“EIDL ”) and working capital loan.
Liquidity
and Capital Resources
During
the first nine months of 2023, the Company sold 7,147,498 shares of Common Stock at prices between $0.15 and $0.20 per share to new investors
resulting in total proceeds of approximately $1.3 million. There were no stock sales during the corresponding 2022 period.
We
had an accumulated deficit of approximately $4. million, incurred a net loss of approximately $955,000, and had cash outflows from operations
of approximately $716,000 as of and for the nine months ended September 30, 2023. 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, 2023, we had cash and cash equivalents of approximately $531,000.
Operating
Activities
During
the nine months ended September 30, 2023, operating activities used approximately $717,000 of cash, primarily resulting from our net
loss of approximately $954,000, partially offset by non-cash charges and changes in our operating assets and liabilities of $238,000.
During
the nine months ended September 30, 2022, operating activities provided approximately $15,000 of cash, primarily resulting from our net
loss of approximately $202,000 being largely offset by non-cash charges and changes in our operating assets and liabilities of approximately
$218,000.
Investing
Activities
During
the nine months ended September 30, 2023 and 2022, investing activities included approximately $37,000 and $103,000 of produced and licensed
film production costs. Costs during the 2023 period were lower than expected as a result of the screenwriters and screen actors strikes
that commenced in June 2023. Additionally, during 2023, the Company invested approximately $9,000 in website development costs.
Financing
Activities
During
the nine months ended September 30, 2023, net cash provided by financing activities was $1.3 million of proceeds from the sale of Common
Stock. Additionally, during 2023 period the Company borrowed and fully repaid $178,500 under a promissory note with the Company’s
chief executive officer.
During
the nine months ended September 30, 2022, net cash provided by financing activities was approximately $47,000 resulting from net related
party borrowings.
Item
3. Quantitative And Qualitative Disclosures About Market Risk.
As
a smaller reporting company, we are not required to provide the information called for by this item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures.
Our
management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in
Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified
in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls, and procedures designed
to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the issuer’s management, including its principal executive officer or officers and the principal financial
officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
18
Management’s
Report on Internal Control over Financial Reporting .
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
●
pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our
assets;
●
provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and
●
provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that
could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with policies or procedures may deteriorate.
Our
management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has
concluded that as of September 30, 2023 our internal control over financial reporting was not effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles as a result of the following material weaknesses:
●
The
Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.
●
The
Company does not have written documentation of our internal control policies and procedures.
●
All
of the Company’s financial reporting is carried out by a financial consultant.
We
plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for
our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger
or similar business acquisition.
Changes
in Internal Control over Financial Reporting.
There
has been no change in our internal control over financial reporting during the three months ended September 30, 2023, that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
19
PART
II OTHER INFORMATION
Item
1. Legal Proceedings.
Pending
Legal Proceeding(s).
Randall
S. Sprung v. Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc. – Supreme Court of New York, County
of Kings, Index No.: 504677/2019
This
action instituted by Randall Sprung against the Defendants on March 4, 2019, to recover monies he alleges are owed by Defendants (Counter-Plaintiffs)
pursuant to written agreements to purchase shares and to provide consulting services between the parties. Defendants Bannor Michael MacGregor
and Life Design Station International, Inc. (“LDSI”) (Counter-Plaintiffs) have filed counterclaims to recover damages they
have incurred as a direct result of Sprung’s failure to properly perform his obligations and duties under the written agreement
between the parties.
In
February 2022, Plaintiff Sprung passed away. On May 25, 2023, the Court entered an Order substituting David Sprung, as Administrator
of the Estate of Randall S. Sprung, for Randall S. Sprung as Defendant in the action.
While
the case was filed in March 2019, due to the COVID-19 pandemic and the death of the Plaintiff, it is still in the preliminary stages.
The Defendants will continue to pursue their counterclaims and to defend against Plaintiff’s claims vigorously.
Item
2. Unregistered Sales of Equity Securities, Use Of Proceeds, and Issuer Purchases of Equity Securities.
During
the three months ended September 30, 2023, the Company sold 3,814,170 common shares to severasl investors and raised $762,834 in gross
proceeds. All of the transactions were exempt from registration under Section 4(a)(2) the Securities Act of 1933, as amended,
inasmuch as, in each case: (1) the investors) are sophisticated and knowledgeable about the investment and able to bear its economic
risk; (1) there are a very small number of investors; (3) there was no general advertising or solicitation to the public; (4) substantial
information was provided to the investors prior to the investment; and (5) the investors each have investment intent, i.e. the investors
intend to hold their investment for a reasonably long time.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
Item
5. Other Information.
None.
20
Item
6. Exhibits.
The
exhibits listed on the Exhibit Index below are provided as part of this report.
3.4
Ask Christine Articles of Organization
10.1
Consulting Agreement with Bannor Michael MacGregor
10.1.1
Amended Consulting Agreement with Bannor Michael MacGregor
10.2
Economic Injury Disaster Loan (EIDL)
10.3
American Express Business Line of Credit Loan Agreement and Personal Guarantee
10.4
2023 Directors, Employees and Advisors Stock Incentive and Compensation Plan
10.5
Asset Purchase Agreement with Bold Crayon
10.6
Devil’s Half-Acre Agreement
10.6.1
Devil’s Half-Acre Addendum
10.7
Ask Christine Screenplay Options Purchase Agreement
10.8
Master Loan Agreement between APHP and Bannor MacGregor
14.1
Code of Ethics
14.2
Code of Ethics For Executive Officers
31.1
Certification
of Principal Executive Officer and Principal Financial Officer
32.1
Certification
Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline
XBRL Instance Document (the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline
XBRL Taxonomy Extension Schema
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
Inline
XBRL Taxonomy Extension Definition Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase
104
Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
21
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
Dated:
November 14, 2023
By:
/s/
Bannor Michael MacGregor
Bannor
Michael MacGregor
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
22
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