What changed in this filing

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Item 1. Financial Statements

2024-08-13 compared with 2024-05-14 · 276 added, 194 removed, 424 unchanged (53% of the section changed)

2 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS

OF MARCH 31, 2024

OF June 30, 2024

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets, March 31, 2024 (unaudited) and December 31, 2023

Consolidated Statements of Operations, for the three months ended March 31, 2024 and 2023

Consolidated Statements of Changes in Deficit, for the three months ended March 31, 2024 and 2023

Consolidated Statements of Cash Flows, for the three months ended March 31, 2024 and 2023

Consolidated Balance Sheets, June 30, 2024 (unaudited) and December 31, 2023

Consolidated Statements of Operations, for the three and six months ended June 30, 2024 and 2023

Consolidated Statements of Changes in Deficit, for the three and six months ended June 30, 2024 and 2023

Consolidated Statements of Cash Flows, for the six months ended June 30, 2024 and 2023

to Condensed Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

June 30, 2024

Current Assets

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Prepaid expenses

Receivable - related party

- related party

Total Current Assets

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Intangible assets, net of accumulated amortization

of $ 1,750 and $ 1,000 as of March 31, 2024 and December 31, 2023, respectively.

of $ 7,583 and $ 1,000 as of June 30, 2024 and December 31, 2023, respectively.

IMM loans receivable,

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Deferred revenue, current

Interest payable

Interest payable - related

Interest payable

Interest payable - EIDL

payable - related party

Note payables - related

Line of Credit

Total Current Liabilities

Economic injury disaster loan, non-current

Total Liabilities

Economic injury disaster

loan, non-current

Stockholders’ Equity (Deficit):

Common Stock $ 0.0001 par

1,000,000,000 authorized.

109,865,991 and 109,790,991 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

Common Stock $ 0.0001

1,000,000,000

and 109,790,991

issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

Preferred Stock $ 0.0001 par value.

3,829 issued and outstanding as of March 31, 2024 and December 31, 2023.

3,829 issued and outstanding as of June 30, 2024 and December 31, 2023.

Additional paid in capital

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( 5,021,696 )

Total Stockholders’ Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’

Total Stockholders’

Equity (Deficit)

* Derived from audited information

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

* Derived from

audited information

accompanying notes are an integral part of these unaudited interim consolidated financial statements.

PICTURE HOUSE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Months ended March 31,

STATEMENTS OF OPERATIONS

Months ended June 30,

Consulting revenues

Cost of revenues

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General and administrative:

Research and development

and marketing

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$ ( 404,571 )

$ ( 395,462 )

$ ( 1,900,558 )

$ ( 447,801 )

Net loss per common share - Basic and Diluted

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PICTURE HOUSE CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT

the three months ended March 31, 2024 and 2023

Paid In Capital

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the six months ended June 30, 2023

Stockholders’ Equity

December 31, 2022

of accrued liabilities totaling $ 105,000 into options to purchase 1,160,221 shares of Common Stock

March 31, 2023

stock issued for services at $ 0.15 /share

of Common Stock

June 30, 2023

accompanying notes are an integral part of these unaudited interim consolidated financial statements.

PICTURE HOUSE CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the six months ended June 30, 2024

Stockholders’

Paid In Capital

Balance, December

$ ( 5,021,696 )

Issuance of Common Stock

Issuance of Common Stock, shares

Issuance of Common Stock at $ 0.20 /share

Stock option compensation

Conversion of accrued liabilities totaling

$ 105,000 into options to purchase 1,160,221 shares of Common Stock

Balance, March 31,

( 1,495,987 )

Stockholders’

Paid In Capital

Balance, December 31, 2023

( 1,495,987 )

$ ( 5,021,696 )

Issuance of Common Stock for cash

Stock option compensation

March 31, 2024

$ ( 6,517,683 )

Balance, March 31,

Common stock issued for services at $ 0.25 /share

Common stock issued for services

Issuance of Common Stock at $ 0.25 /share

Issuance of Common Stock

June 30, 2024

$ ( 6,922,254 )

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PICTURE HOUSE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Months ended March 31,

STATEMENTS OF CASH FLOWS

Months ended June 30,

Cash Flows from Operating Activities:

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$ ( 1,900,558 )

$ ( 447,801 )

Adjustments to Reconcile

Net Income (Loss) to Net Cash Flows from Operating Activities:

Reserve for uncollectible

Expiration of produced

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Stock option expense

Common stock issued for

Amortization expense

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Payable to related party

Interest payable

Interest payable - related

Interest payable

Interest payable - EIDL

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- related parties

Repayment of debt borrowings

- related parties

Proceeds from commercial

line of credit

Repayment of commecial

line of credit

from sale of Common Stock

Net Cash Flows from Financing

Net Increase in Cash and Cash Equivalents

Net Increase (Decrease) in Cash and Cash

Cash and Cash Equivalents,

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PICTURE HOUSE CORPORATION

TO (UNAUDITED) FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – Organization And Description Of Business

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of Presentation

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.

The accompanying unaudited consolidated

financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Our interim financial statements are unaudited, and in our opinion, include

all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented.

The results for the interim

periods are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2024.

These unaudited consolidated financial statements and related notes should be read in conjunction with our financial statements for the

year ended December 31, 2023.

of Consolidation

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owned subsidiaries, Devil’s Half-Acre, LLC and Ask Christine Productions, LLC.

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

As of March 31, 2024, the Company had a working capital deficit of ($ 270,351 ) and an accumulated deficit of $ 6,517,683 .

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.

preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the

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IP to content providers worldwide.

As of March 31, 2024, $ 50,000 ( 97 % ) of accounts receivable were related to the grant of a producer

As of June 30, 2024, $ 35,000 ( 90 %) of accounts receivable were related to the grant of a producer

credit in a proposed future film.

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Rights to feature film, BUFFALOED below).

SCHEDULE OF ACCOUNTS RECEIVABLE

of Accounts Receivable

Accounts receivable, trade

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Accounts receivable,

Accounts receivable

for doubtful accounts

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There was no bad debt expense during the quarter ended March 31, 2024.

and no allowance for doubtful accounts at March 31, 2024 or December 31, 2023.

March 31, 2024, prepaid expenses consisted of prepaid insurance, prepaid licenses, and prepaid services.

During the quarter ended June 30, 2023, the Company wrote off $ 193,932 of receivables as bad debt based on a review of the customer’s

ability to pay.

In June 2023 their Managing Director resigned and 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.

Management determined that no allowance for doubtful accounts is necessary at June 30, 2024 or December 31,

June 30, 2024, prepaid expenses consisted of prepaid insurance, prepaid licenses, and prepaid services.

Prepaid expenses are amounts

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prepaid expenses are eventually consumed, they are charged to expense.

The Company had $ 13,367 and $ 29,185 in prepaid expenses as of

March 31, 2024 and December 31, 2023, respectively.

The Company had $ 9,601 and $ 29,185 in prepaid expenses as of June

30, 2024 and December 31, 2023, respectively.

and Licensed Content Costs

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amounts and licensed content are included in “Produced and Licensed Content Costs” on the balance sheet as follows:

SCHEDULE OF PRODUCED AND LICENSED CONTENT COSTS

of Produced and Licensed Content Costs

development and pre-production stage

the quarter ended June 30, 2024, the Company capitalized $ 143,333 of stock-based compensation to two consultants for services to be rendered

on one of the films in pre-production.

Assessment for Investment in Films and Licensed Program Rights

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(“the BC Assets”).

During the quarters ended March 31, 2024 and 2023, the Company reported revenues of $ 23,003 and $ 0 , respectively,

During the quarters ended June 30, 2024 and 2023, the Company reported revenues of $ 0 and $ 0 , respectively,

from the CAMA.

During the six months ended June 30, 2024 and 2023, the Company reported revenues of $ 23,003 and $ 0 , respectively, from

Inception to date, the Company has received $ 304,875 under the CAMA.

Due to uncertainties of any future revenue, if any,

no value has been assigned to any potential future revenues.

Due to uncertainties of any future revenue, if any, no

value has been assigned to any potential future revenues.

partial consideration for the BC Assets being acquired by APH hereunder, APHP agreed to pay BC the first one hundred thirty thousand

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USD), not to exceed one hundred twenty-five ( 125 ) Preferred Shares.

As of March 31, 2024, Bold Crayon was due to receive 17 Preferred

As of June 30, 2024, Bold Crayon was due to receive 17 Preferred

Shares of APHP.

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capitalized costs of the Company’s websites placed into service were subject to straight-line amortization over a three-year period.

Amortization expense totaled $$ 750 and $ 0 for the quarters ended March 31, 2024 and 2023, respectively.

Amortization expense totaled $ 5,833 and $ 0 for the quarters ended June 30, 2024 and 2023, respectively.

Amortization expense totaled

$ 6,583 and $ 0 for the six months ended June 30, 2024 and 2023, respectively.

revenue represents the amount billed to clients that has not yet been earned, pursuant to agreements entered into in current and prior

As of March 31, 2024 and December 31, 2023, total net deferred revenue was $ 50,000 and $ 0 , respectively.

As of June 30, 2024 and December 31, 2023, total net deferred revenue was $ 50,000 and $ 0 , respectively.

As previously noted,

the $ 50,000 in deferred revenue at March 31, 2024, relates to the grant of a producer credit to a proposed film.

the $ 50,000 in deferred revenue at June 30, 2024, relates to the grant of a producer credit to a proposed film.

and Costs from Services and Products – Historically, Company’s revenue comes from contracts with customers for

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The Company has elected to adopt this practical expedient with regards to its consulting services revenue.

Revenues for the three months ended March 31, 2023 totaled $ 165,000 .

As discussed in Note 10 – Related Party Transactions, $ 35,000

of the revenue was from Ribo Music and the remaining $ 135,000 was from a second client.

The Company did not have any consulting revenues

Revenues for the three months ended June 30, 2024 and 2023 totaled $ 0 .

Revenues for the six months ended June 30, 2024 and 2023 totaled

$ 0 and $ 165,000 , respectively.

As discussed in Note 10 – Related Party Transactions, $ 35,000 of the revenue for the six months

ended June 30, 2023 was from Ribo Music and the remaining $ 135,000 was from a second customer.

The Company did not have any consulting

revenues during the first six months of 2024.

from Films and Licensed Rights , are calculated based on expected ultimate revenues estimated over a period not to exceed ten

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estimates over a period not to exceed twenty years following the date of acquisition.

derived from the BUFFALOED CAMA totaled $ 23,003 and $ 0 for the quarters ended March 31, 2024 and 2023, respectively.

derived from the BUFFALOED CAMA totaled $ 0 and $ 0 for the quarters ended June 30, 2024 and 2023, respectively.

Revenue derived

from the BUFFALOED CAMA totaled $ 23,003 and $ 0 for the six months ended June 30, 2024 and 2023, respectively.

Value Measurements – The Company measures and discloses fair value in accordance with the ASC Topic 820, Fair Value

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of these instruments.

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

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.

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.

Compensation – The Company follows U.S.

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would have been anti-dilutive:

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

of Anti-dilutive Securities Excluded from Computation of Weighted Average Common Shares Outstanding

Preferred Stock

Options to Purchase Common Stock

Options to Purchase

segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief

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applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

As of March 31, 2024, the Company had a working capital deficit of ($ 270,351 ) and an accumulated deficit of $ 6,517,683 .

As of June 30, 2024, the Company had a working capital deficit of ($ 627,109 ) and an accumulated deficit of $ 6,922,254 .

These factors,

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Company has a limited operating history, which makes it difficult to evaluate current business and future prospects.

During 2023, the

Company reported $ 169,111 of service revenues, down from $ 461,174 in 2023 and no revenues in 2021 and 2020.

Management expects the Company

to incur further losses in the foreseeable future due to costs associated with content acquisition and production, the cost of on-going

litigation, and costs associated with being a public company.

There can be no assurance that our operations will ever generate sufficient

revenues to fund continuing operations, or that we will ever generate positive cash flow from our operations, or that we will attain

or thereafter sustain profitability in any future period.

To mitigate this situation, the Company has loan agreements with the Company’s

CEO and the Noah Morgan Private Family Trust, a trust controlled by the Company’s CEO, to fund its month-to-month cash flow needs.

During the first quarter of 2024, the Company borrowed $ 250,000 from the trust pursuant to a master loan agreement that is due and payable

During 2023, the Company borrowed $ 178,500 from and repaid $ 178,500 to Mr.

MacGregor pursuant to a master loan agreement.

master note agreements accrue interest at a rate of 4.4 % due and payable in a lump sum upon maturity of the obligation.

These notes are

not convertible.

During the first

six months of 2024, the Company reported $ 0 of service revenues.

During 2023, the Company reported $ 169,111 of service revenues, down

from $ 461,174 in 2022 and no revenues in 2021 and 2020.

Management expects the Company to incur further losses in the foreseeable future

due to costs associated with content acquisition and production, the cost of on-going litigation, and costs associated with being a public

There can be no assurance that our operations will ever generate sufficient revenues to fund continuing operations, or that

we will ever generate positive cash flow from our operations, or that we will attain or thereafter sustain profitability in any future

To mitigate this situation, the Company has loan agreements with the Company’s CEO and the Noah Morgan Private Family Trust,

a trust controlled by the Company’s CEO, to fund its month-to-month cash flow needs.

During the first six months of 2024, the Company

borrowed $ 318,408 from and repaid $ 25,300 to the Noah Morgan Private Family Trust pursuant to a master loan agreement.

The master note

agreements accrue interest at a rate of 4.4 % due and payable in a lump sum upon maturity of the obligation.

These notes are not convertible.

Additionally, during the quarter ended June 30, 2024, the Company borrowed $ 142,500 under a commercial line of credit at interest rates

ranging from 16.09 % to 34.3 %.

Subsequent to June 30, 2024, the Company was found to be in default under this line of credit and is actively

working to restructure the repayment terms.

MacGregor has personally guaranteed this line of credit.

Film Production Loans

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February 2024, the Company agreed to loan PNP Movie, LLC $ 97,475 to be used solely in connection with a named feature length motion picture.

As of March 31, 2024, $ 20,000 had been advanced against this funding commitment.

In April 2024, the loan agreement was amended whereby

the Company agreed to lend an additional $ 42,525 and to use best efforts to increase the aggregate financing to $ 597,475 .

As of the date

of this filing, a total of $ 195,000 had been advanced to PNP Movie, LLC.

These loans, plus a premium of twenty percent (20%), is due

and payable on that date which is the earlier of either (a) twelve (12) months from the date of the loan, or (b) from allocable proceeds

received by PNP Movie, LLC related to the movie, whichever occurs first .

In April 2024, the loan agreement was amended whereby the Company agreed to lend an additional $ 42,525 and to use best efforts to increase

the aggregate financing to $ 597,475 .

As of June 30, 2024, a total of $ 196,200 had been advanced to PNP Movie, LLC.

These loans, plus

a premium of twenty percent (20%), is due and payable on that date which is the earlier of either (a) twelve (12) months from the date

of the loan, or (b) from allocable proceeds received by PNP Movie, LLC related to the movie, whichever occurs first.

Additionally,

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Software – predeployment

assets, gross

Intangible assets, gross

Accumulated amortization

were no impairment charges associated with the Company’s identifiable intangible assets during the quarters ended March 31, 2024

expense recorded in the accompanying consolidated statements of operations was $ 750 for the quarter year ended March 31, 2024.

did not own any intangible assets during the quarter-ended March 31, 2023.

Intangible assets, net

were no impairment charges associated with the Company’s identifiable intangible assets during the three or six-month periods ended

June 30, 2024 and 2023.

expense totaled $ 5,833 and $ 6,583 for the three and six months ended June 30, 2024, respectively.

The Company did not have any intangible

assets as of June 30, 2023.

6 – Notes Payable

Payable – Mr.

the first quarter of 2023, the Company borrowed $ 125,500 from Mr.

MacGregor pursuant to a master loan agreement dated March 1, 2023.

The master note agreement accrues interest at a rate of 4.4 % due and payable in a lump sum upon maturity of the obligation.

is not convertible.

the first quarter of 2024, the Company borrowed $ 250,000 from a trust managed by Mr.

MacGregor pursuant to a master loan agreement dated

February 6, 2024.

The master note agreement accrues interest at a rate of 4.68 % due and payable in a lump sum upon maturity of the obligation.

the quarters ended March 31 and June 30, 2023, the Company borrowed $ 125,500 and $ 53,500 , respectively, from Mr.

MacGregor pursuant to

a master loan agreement dated March 1, 2023.

During the quarters ended June 30 and September 30, 2023, the Company repaid the 2023 borrowings

in full plus accrued interest.

During the quarter ended June 30, 2024, the Company borrowed $ 38,408 , and subsequently repaid $ 25,300 ,

under the same master loan agreement.

The master note agreement accrues interest at a rate of 4.4 % due and payable in a lump sum upon

maturity of the obligation.

This note is not convertible.

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The master note agreement accrues interest at a rate

Also during February 2024, the Company borrowed $ 250,000 pursuant to this loan agreement with this amount due and payable in

a lump sum on February 6, 2025 .

This note is not convertible.

$ 200,000 of these loan proceeds were used to fund the senior mezzanine

loan to Barron’s Cove Movie, LLC as more fully described in Note 4 above.

Also, during February 2024, the Company borrowed $ 250,000 pursuant to this loan agreement with this amount due and payable

in a lump sum on February 6, 2025 .

During the quarter ended June 30, 2024, the trust loaned the Company an additional $ 30,000 .

is not convertible.

$ 200,000 of these loan proceeds were used to fund the senior mezzanine loan to Barron’s Cove Movie, LLC as

more fully described in Note 4 above.

Injury Disaster Loan

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Interest only installment payments commenced in September 2023.

Line of Credit

April 2024, the Company entered into a line of credit agreement with American Express.

During the three months ended June 30, 2024, the

Company borrowed a total of $ 142,500 under the line and repaid principal of $ 29,052 resulting in a June 30, 2024 balance due on the line

of $ 113,448 .

The borrowings on the line of credit bear interest at rates ranging from 16.09 % to 34.3 %.

Subsequent to June 30, 2024, the

Company was found to be in default under this line of credit and is actively working to restructure the repayment terms.

has personally guaranteed these loans.

Company has 1,000,000,000 common shares authorized.

As of May 2, 2024, the Company has 111,399,325 shares issued and outstanding.

of May 2, 2024, the total number of shareholders of record was 331 .

As of August 12, 2024, the Company has 111,399,325 shares issued and outstanding.

As of August 12, 2024, the total number of shareholders of record was 331 .

Common Stock has a one share one voting right with no other rights.

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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.

Stock Activity

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 .

$ 40,166 of the $ 500,000 is reported as a subscription receivable as of June 30, 2023 and was subsequently collected

in July 2023.

Also, during June 2023, the Company issued 166,667 shares of Common Stock pursuant to an advisory agreement.

the three and six months ended June 30, 2024, the Company sold 616,000 and 691,000 shares of Common Stock at $ 0.25 per share resulting

in total proceeds of $ 154,000 and $ 169,000 , respectively.

Also, during the quarter ended June 30, 2024, the Company issued 917,334 shares

of Common Stock pursuant to advisory agreements.

As stated above in Note 2, the Company capitalized $ 143,333 of this stock-based compensation

to two consultants for consulting services to be rendered on one of the films in pre-production.

The Company also recorded stock-based

compensation expense totaling $ 86,000 to a third consultant that is included in General and Administrative Expenses.

8– Equity Based Compensation

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expense is reported within General and Administrative expenses.

During the quarter ended June 30, 2024, options to purchase 500,000 shares

of Common Stock were forfeited.

9 – Contingencies and Uncertainties

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of Kings, Index No.:

the three months ended March 31, 2024 and 2023, the Company incurred approximately $ 45,000 and $ 30,000 , respectively, of professional

the three months ended June 30, 2024 and 2023, the Company incurred approximately $ 45,000 and $ 30,000 , respectively, of professional

fees to a legal firm affiliated with a member of the Board of Directors.

During the six months ended June 30, 2024 and 2023, the Company

incurred approximately $ 90,000 and $ 60,000 , respectively, of professional fees to a legal firm affiliated with a member of the Board

of Directors.

As of June 30, 2024 and December 31, 2023, $ 5,000 and $ 0 , respectively, were unpaid.

Company has consulting services relationships with members of the Board whereby they were compensated a total of $ 15,000 and $ 21,000

during the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024 and December 31, 2023, $ 0 and $ 20,000 , respectively,

were accrued and unpaid.

The consulting services are provided as requested by management and may be terminated at any time with no penalty.

On January 1, 2023, the $ 105,000 of the 2022 accrued consulting fees were exchanged for options to purchase 1,160,221 shares of Common

Stock at $ 0.125 per share.

during the three months ended June 30, 2024 and 2023, respectively.

Consulting services provided by Board members totaled $ 30,000

and $ 47,000 during the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 and December 31, 2023, $ 5,000 and $ 20,000 ,

respectively, were accrued and unpaid.

The consulting services are provided as requested by management and may be terminated at any time

with no penalty.

On January 1, 2023, the $ 105,000 of 2022 accrued consulting fees were exchanged for options to purchase 1,160,221 shares

of Common Stock at $ 0.125 per share.

2022, the Company entered into consulting agreements with Ribo Music LLC aka Ribo Media (“Ribo Media”) whereby the

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smart devices.

Revenues from the Ribo Media consulting services totaled $ 0 and $ 35,000 , for the three months ended March 31, 2024 and

Revenues from the Ribo Media consulting services totaled $ 0 and $ 0 , for the three months ended June 30, 2024 and 2023,

respectively.

As of March 31, 2024 and December 31, 2023, accounts receivable from Ribo Media totaled $ 1,775 and $ 0 , respectively.

Michael Blanchard, a director and shareholder of the Company and Timothy Battles, a director and shareholder of the Company, are both

Managing Members and controlling shareholders in Ribo Media.

Revenues from the Ribo Media consulting services totaled $ 0 and $ 35,000 , for the six months ended June 30, 2024 and 2023,

respectively.

As of June 30, 2024 and December 31, 2023, accounts receivable from Ribo Media totaled $ 3,713 and $ 0 , respectively.

Blanchard, a director and shareholder of the Company and Timothy Battles, a director and shareholder of the Company, are both Managing

Members and controlling shareholders in Ribo Media.

August 2022, the Company funded Devil’s Half-Acre Productions, LLC owned by John Luessenhop to produce the feature film Devil’s

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to extend the option for an additional two (2) years.

As of March 31, 2024, the Company has capitalized $ 148,824 of production costs

associated with this film.

2022, the Company entered into definitive agreements to secure Bold Crayon Corporation (“Bold Crayon” or “BC”)

as a development partner and purchased certain assets from Bold Crayon, including a portion of the rights to a feature film, and copyrights

on six film titles.

The Parties agree that APHP will designate BC as a “Content Partner”, wherein BC will develop content

and present APHP with a first opportunity to co-finance and/or coproduce content developed by BC subject to a mutually agreed upon Content

Partner Agreement and BC will accept such designation.

The Company anticipates any rights and obligations between APH and BC to be effective

upon the greenlighting of a specific film or show Mr.

MacGregor, CEO and a director of the Company, Mr.

MacGregor is also the CEO and

a director of Bold Crayon and effectively controls Bold Crayon as a managing manager of the trustee of the trust that owns the majority

ownership interest in Bold Crayon.

Michael Blanchard was a past Director and Secretary/Treasurer of Bold Crayon and is a director

The transaction between the parties has been consummated and all IP and copyrights have been transferred.

During the quarters

ended March 31, 2024 and 2023, the Company reported revenues of $ 23,003 and $ 0 , respectively, from the CAMA.

Inception to date, the Company

has received $ 304,875 under the CAMA.

As partial consideration for the BC Assets being acquired by APH hereunder, APHP agreed to pay

BC the first one hundred thirty thousand dollars ($ 130,000.00 USD) that APHP collected from the BUFFALOED and to deliver one Preferred

Share to BC for each ten thousand dollars ($ 10,000.00 USD), in value paid to the APHP from the BUFFALOED receivable above the

one hundred thirty thousand dollars ($ 130,000.00 USD), not to exceed one hundred twenty-five ( 125 ) Preferred Shares.

As of March 31,

2024, Bold Crayon was due to receive 17 Preferred Shares of APHP.

As of June 30, 2024, the Company has capitalized $ 149,094 of production costs associated

with this film.

2022, the Company entered into definitive agreements to secure Bold Crayon Corporation (“Bold Crayon” or

“BC”) as a development partner and purchased certain assets from Bold Crayon, including a portion of the rights to a

feature film, and copyrights on six film titles.

The Parties agree that APHP will designate BC as a “Content Partner”,

wherein BC will develop content and present APHP with a first opportunity to co-finance and/or coproduce content developed by BC

subject to a mutually agreed upon Content Partner Agreement and BC will accept such designation.

The Company anticipates any rights

and obligations between APH and BC to be effective upon the greenlighting of a specific film or show by Mr.

MacGregor, CEO and a

director of the Company, Mr.

MacGregor is also the CEO and a director of Bold Crayon and effectively controls Bold Crayon as a

managing manager of the trustee of the trust that owns the majority ownership interest in Bold Crayon.

Michael Blanchard was a

past Director and Secretary/Treasurer of Bold Crayon and is a director of APHP.

The transaction between the parties has been

consummated and all IP and copyrights have been transferred.

During the quarters ended June 30, 2024 and 2023, the Company reported

revenues of $ 0

respectively, from the CAMA.

During the six months ended June 30, 2024 and 2023, the Company reported revenues of $ 23,003

respectively, from the CAMA.

Inception to date, the Company has received $ 304,875

under the CAMA.

As partial consideration for the BC Assets being acquired by APH hereunder, APHP agreed to pay BC the first one

hundred thirty thousand dollars ($ 130,000.00

USD) that APHP collected from the BUFFALOED and to deliver one Preferred Share to BC for each ten thousand dollars ($ 10,000.00

USD), in value paid to the APHP from the BUFFALOED receivable above the one hundred thirty thousand dollars ($ 130,000.00

USD), not to exceed one hundred twenty-five ( 125 )

Preferred Shares.

As of June 30, 2024, Bold Crayon was due to receive 17

Preferred Shares of APHP.

November 10, 2022, the Company approved the optioning of MIDNIGHT’S DOOR written by Kirsten Elms from Mr.

8 unchanged sentences

HALF-ACRE was controlled by Mr.

the first quarter of 2023, the Company borrowed $ 125,500 from Mr.

MacGregor pursuant to a master loan agreement dated March 1, 2023.

The master note agreement accrues interest at a rate of 4.4 % due and payable in a lump sum upon maturity of the obligation.

is not convertible.

the first quarter of 2024, the Company borrowed $ 250,000 from a trust managed by Mr.

MacGregor pursuant to a master loan agreement dated

February 6, 2024.

The master note agreement accrues interest at a rate of 4.68 % due and payable in a lump sum upon maturity of the obligation.

the three and six months ended June 30, 2023, the Company borrowed $ 53,500 and $ 178,500 respectively, from Mr.

MacGregor pursuant to

a master loan agreement that is due and payable in 2024.

During the three and six months ended June 30, 2023, the Company also repaid

$ 75,981 of these related party borrowings.

During the three months ended June 30, 2024, the Company borrowed $ 38,408 from Mr.

pursuant to the same master loan agreement.

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 quarter ended June 30, 2024, the Company repaid $ 25,300 of these related party borrowings.

This note is not convertible

the quarter ended June 30, 2024, the Company borrowed an additional $ 30,000 from a trust managed by Mr.

MacGregor pursuant to a master

loan agreement dated February 6, 2024.

In total, during the first six months of 2024, the Company borrowed $ 280,000 from the Noah Morgan

Private Family Trust.

The master note agreement accrues interest at a rate of 4.68 % due and payable in a lump sum upon maturity of the

This note is not convertible.

11 – SUBSEQUENT EVENTS

accordance with FASB ASC 855-10, Subsequent Events , the Company has analyzed its operations subsequent to March 31, 2024, to the

accordance with FASB ASC 855-10, Subsequent Events , the Company has analyzed its operations subsequent to June 30, 2024, to the

date these consolidated financial statements were issued.

2 unchanged sentences

of Common Stock

the period April 1, 2024 to present, the Company sold 616,000 shares of Common Stock at $ 0.25 per share to new investors resulting in

total proceeds of $ 154,000 .

under Line of Credit

April 1 and April 10, the Company borrowed $ 70,000 and $ 44,300 under its American Express Business Line of Credit.

The April 1 st

advance had an annual percentage rate of 16.09 % and is payable in twelve monthly installments.

The April 10 th advance

had an annual percentage rate of 32.67 % and is payable in six monthly installments.

Repayment of these borrowings commenced in May 2024.

MacGregor has personally guaranteed these loans.

April 1, 2024 Bannor Michael MacGregor loaned the Company $ 25,000 .

On April 15 th , the Company paid back $ 12,500 to Mr.

the period July 1, 2024 to present, the Company sold 0 shares of Common Stock.

of Credit Modification

July and August 2024, the Company failed to make its required monthly payments on the American Express line of credit (see Note 6) and

was notified that it was in default of the loan agreement.

In August, the line of credit was modified to a 21 month term as opposed to 12 months.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements