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Item 1. Financial Statements

2024-11-13 compared with 2024-08-13 · 300 added, 294 removed, 406 unchanged (59% of the section changed)

2 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS

OF June 30, 2024

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

OF SEPTEMBER 30, 2024

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidated Statements of Operations, for the three and nine months ended September 30, 2024 and 2023

Condensed Consolidated Statements of Changes in Deficit, for the three and nine months ended September 30, 2024 and 2023

Condensed Consolidated Statements of Cash Flows, for the nine months ended September 30, 2024 and 2023

Notes to Condensed Consolidated Financial Statements

PICTURE HOUSE CORPORATION

CONSOLIDATED BALANCE SHEETS

June 30, 2024

September 30, 2024

December 31, 2023

Current Assets

Cash and cash

Cash and cash equivalents

Accounts receivable

Prepaid expenses

- related party

Receivable - related party

Total Current Assets

1 unchanged sentence

Loans receivable, film financing arrangements

Intangible assets, net of accumulated amortization

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

IMM loans receivable,

net of allowance of $ 366,387

Intangible assets, net of accumulated amortization of $ 13,417 and $ 1,000 as of September 30, 2024 and December 31, 2023, respectively.

IMM loans receivable, net of allowance of $ 366,387

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable and accrued

Deferred revenue, current

Interest payable

Interest payable - related

Interest payable

Interest payable - EIDL

Note payables - related

Line of Credit

Cash overdraft

Accounts payable and accrued expenses

Deferred revenue, current portion

Interest payable - related party

Interest payable - EIDL loan

Note payable - related party

Commercial Line of Credit

Total Current Liabilities

Economic injury disaster

loan, non-current

Economic injury disaster loan, non-current

Total Liabilities

Stockholders’ Equity (Deficit):

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.

Common Stock $ 0.0001 par value.

1,000,000,000 authorized.

111,399,325 and 109,790,991 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

Preferred Stock $ 0.0001 par value.

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

1,000,000 authorized.

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

Additional paid in capital

Accumulated deficit

( 6,922,254 )

( 5,021,696 )

Total Stockholders’

Equity (Deficit)

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

* Derived from

audited information

Total Stockholders’ Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Derived from audited information

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

1 unchanged sentence

STATEMENTS OF OPERATIONS

Months ended June 30,

Consulting revenues

Cost of revenues

Operating Expenses:

General and administrative:

Research and development

Months ended September 30,

and administrative

and development expenses

and marketing

Operating Expenses

Net Operating Loss

Operating Loss

( 2,200,609 )

Other Income (Expenses):

Interest income

Income (Expenses):

Other Income (Expenses)

Loss before income taxes

before income taxes

( 2,227,072 )

3 unchanged sentences

$ ( 954,514 )

Net loss per common share - Basic and Diluted

Weighted average shares used in per share computation - Basic and Diluted

loss per common share - Basic and Diluted

average shares used in per share computation - Basic and Diluted

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

1 unchanged sentence

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the six months ended June 30, 2023

Stockholders’ Equity

the nine months ended September 30, 2023

Equit (Deficit)

Stockholders’

Equity (Deficit)

December 31, 2022

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

$ ( 3,655,378 )

Conversion 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

$ ( 3,707,718 )

Common stock issued for services at $ 0.15 /share

Issuance of Common Stock at $ 0.15 /share

June 30, 2023

$ ( 4,103,179 )

Common stock issued for services at $ 0.20 /share

Issuance of Common Stock

September 30, 2023

$ ( 4,609,892 )

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

1 unchanged sentence

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the six months ended June 30, 2024

the nine months ended September 30, 2024

Stockholders’

Balance, December

Equity (Deficit)

December 31, 2023

$ ( 5,021,696 )

5 unchanged sentences

$ ( 6,517,683 )

Common stock issued for services at $ 0.25 /share

5 unchanged sentences

$ ( 6,922,254 )

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

September 30, 2024

$ ( 7,248,768 )

$ ( 273,486 )

$ ( 7,248,768 )

$ ( 273,486 )

PICTURE HOUSE CORPORATION

STATEMENTS OF CASH FLOWS

Months ended June 30,

Nine Months ended September 30,

Cash Flows from Operating Activities:

Net Income (Loss)

$ ( 1,900,558 )

$ ( 447,801 )

Adjustments to Reconcile

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

Reserve for uncollectible

Expiration of produced

and licensed costs

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

Reserve for uncollectible receivable

Expiration of produced and licensed costs

Stock option expense

Common stock issued for

Common stock issued for services

Amortization expense

Change in operating assets

and liabilities:

Change in operating assets and liabilities:

Accounts receivable

2 unchanged sentences

Receivables - related party

Loans receivable, film

financing arrangements

Accounts payable and accrued

Loans receivable, film financing arrangements

Cash overdraft

Accounts payable and accrued expenses

Payable to related party

Interest payable

Interest payable - related

Interest payable

Interest payable - EIDL

Net Cash Flows from Operating

Interest payable - related parties

Interest payable - EIDL loan

Deferred revenue

Net Cash Flows from Operating Activities

Cash Flows from Investing Activities:

Produced and licensed costs

Net Cash Flows from Investing

Intangible assets

Net Cash Flows from Investing Activities

Cash Flows from Financing Activities:

Proceeds from debt borrowings

- 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 (Decrease) in Cash and Cash

Cash and Cash Equivalents,

Beginning of Period

Proceeds from debt borrowings - related parties

Repayment of debt borrowings - related parties

Proceeds from commercial line of credit

Repayment of commercial line of credit

Proceeds from sale of Common Stock

Net Cash Flows from Financing Activities

Net (Decrease) Increase in

Cash and Cash Equivalents

End of Period

Cash and Cash Equivalents, Beginning of Period

Cash and Cash Equivalents, End of Period

Non-cash Financing and Investing Activities:

Conversion of accrued expenses

into options to purchase Common Stock

Conversion of accrued expenses into options to purchase Common Stock

Common Stock issued for services

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

3 unchanged sentences

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.

(“the Company,” “we,” “APHP” and “us”) was incorporated

in the State of Nevada on September 21, 2005, originally under the corporate name of Servinational, Inc.

The Company subsequently

changed its name to Shikisai International, Inc.

in November 2005 and then to Life Design Station, Intl., Inc.

in August 2007.

The Company changed its state of domicile

from Nevada to Wyoming on October 13, 2020.

On December 4, 2020, the Company changed its name to American Picture House Corporation.

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.

Company’s year-end is December 31.

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of Presentation

The accompanying unaudited consolidated

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

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

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

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

The results for the interim

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

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

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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IP to content providers worldwide.

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

As of September 30, 2024, $ 35,000 ( 100 %) of accounts receivable were related to the grant of a producer

credit in a proposed future film.

3 unchanged sentences

Accounts receivable, trade

Accounts receivable, related party

Accounts receivable, CAMA

Accounts receivable

6 unchanged sentences

Managing Director resigning, and the customer ceasing operations.

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

There was no bad debt expense during the quarter ended September 30,

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

4 unchanged sentences

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

paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods.

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

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

30, 2024 and December 31, 2023, respectively.

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

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

Prepaid expenses are

amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future

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

The Company had $ 22,031

and $ 29,185 in prepaid

expenses as of September 30, 2024 and December 31, 2023, respectively.

and Licensed Content Costs

2 unchanged sentences

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.

Films in development

and pre-production stage

the nine months ended September 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

8 unchanged sentences

(“the BC Assets”).

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

During the quarters ended September 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

During the nine months ended September 30, 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.

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

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

($ 10,000.00 USD), in value paid to 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

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

Shares of APHP.

7 unchanged sentences

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

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

Amortization expense totaled $ 5,833 and $ 250 for the quarters ended September 30, 2024 and 2023, respectively.

Amortization expense totaled

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

$ 12,417 and $ 250 for the nine months ended September 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 June 30, 2024 and December 31, 2023, total net deferred revenue was $ 50,000 and $ 0 , respectively.

As of September 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 June 30, 2024, relates to the grant of a producer credit to a proposed film.

the $ 50,000 in deferred revenue at September 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 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.

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

Revenues for the nine months ended September 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

nine months ended September 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 nine months of 2024.

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

5 unchanged sentences

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

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

derived from the BUFFALOED CAMA totaled $ 0 and $ 0 for the quarters ended September 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.

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

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

25 unchanged sentences

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 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.

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.

Compensation – The Company follows U.S.

38 unchanged sentences

Preferred Stock

Options to Purchase

Options to Purchase Common

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

11 unchanged sentences

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

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

These factors,

among others, raise doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements do

not include adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and

classification of liabilities that may result from an inability of the Company to continue as a going concern.

As of September 30, 2024, the Company had a working capital deficit of ($ 950,665 ) and an accumulated deficit of $ 7,248,768 .

as of September 30, 2024, the Company had $ 0 cash and had overdrawn its bank accounts by $ 616 .

These factors, among others, raise significant

doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements do not include adjustments

to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities

that may result from an inability of the Company to continue as a going concern.

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

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.

nine months of 2024, the Company reported $ 23,003 of 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 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.

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 nine months of 2024, the Company

borrowed $ 350,292 from and repaid $ 30,310 to Mr.

McGregor and 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.

are not convertible.

Additionally, during the nine ended September 30, 2024, the Company borrowed $ 142,600 under a commercial line of

credit at interest rates ranging from 16.09 % to 34.3 %.

MacGregor has personally guaranteed this line of credit.

28 unchanged sentences

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.

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

ended September 30, 2024 and 2023.

expense totaled $ 5,833 and $ 12,417 for the three and nine months ended September 30, 2024, respectively.

Amortization expense totaled

$ 250 and $ 250 for the three and nine months ended September 30, 2023, respectively.

6 – Notes Payable

Payable – Mr.

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.

the quarter and nine months ended September 30, 2024, the Company borrowed $ 31,884 and $ 70,292 , respectively, from Mr.

MacGregor pursuant

to a master loan agreement dated March 1, 2023.

During the quarter and nine months ended September 30, 2024, the Company repaid $ 5,010

and $ 30,310 , respectively, under this note.

the quarter and nine months ended September 30, 2023, the Company borrowed $ 238 and $ 178,738 , respectively, from Mr.

MacGregor pursuant

to the master loan agreement.

During the quarter and nine months ended September 30, 2023, the Company repaid $ 102,757 and $ 178,738 ,

respectively, under this note.

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

not convertible.

Morgan Private Family Trust Loan Agreement (“NMPFT”)

1 unchanged sentence

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 .

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.

During the quarter and nine months ended September 30, 2024, the Company borrowed $ 0 and $ 280,000 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.

Payable – Board Member

the quarter ended September 30, 2024, the Company borrowed $ 5,000 from a member of the Board of Directors.

This note is not convertible.

Injury Disaster Loan

11 unchanged sentences

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.

At present, the Company cannot draw upon the line of credit until the Company pays it down to $ 0 .

MacGregor has personally guaranteed these loans.

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

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 .

As of Novemberr 5, 2024, the Company has 111,399,325 shares issued and outstanding.

As of November 5, 2024, the total number of shareholders of record was 331 .

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

24 unchanged sentences

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

the three and nine months ended September 30, 2024, the Company sold 0 and 616,000 shares of Common Stock at $ 0.25 per share resulting

in total proceeds of $ 0 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.

Also, during the three and nine months ended September 30, 2024, the Company issued

0 and 917,334 shares of Common Stock pursuant to advisory agreements, respectively.

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

the quarter ended September 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 .

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

8– Equity Based Compensation

25 unchanged sentences

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.

During the nine months ended September 30, 2024, options to purchase

500,000 shares of Common Stock were forfeited.

9 – Contingencies and Uncertainties

9 unchanged sentences

of Kings, Index No.:

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

the three months ended September 30, 2024 and 2023, the Company incurred approximately $ 80,000 and $ 45,000 , 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.

During the nine months ended September 30, 2024 and 2023, the

Company incurred approximately $ 135,000 and $ 140,000 , respectively, of professional fees to a legal firm affiliated with a member of

the Board of Directors.

As of September 30, 2024 and December 31, 2023, $ 50,000 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 $ 39,000

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

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

Consulting services provided by Board members totaled $ 45,000

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.

and $ 86,000 during the nine months ended September 30, 2024 and 2023, respectively.

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

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

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

2023, respectively.

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

Revenues from the Ribo Media consulting services totaled $ 0 and $ 35,000 , for the nine months ended September 30,

2024 and 2023, respectively.

As of September 30, 2024 and December 31, 2023, accounts receivable from Ribo Media totaled $ 4,086 and $ 0 ,

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.

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.

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 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.

As of September 30, 2024, the Company has capitalized $ 151,969 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

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

During the quarters

ended September 30, 2024 and 2023, the Company reported revenues of $ 0 and $ 0 , respectively, from the CAMA.

During the nine months ended

September 30, 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 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.

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HALF-ACRE was controlled by Mr.

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.

Payable – Mr.

the quarter and nine months ended September 30, 2024, the Company borrowed $ 31,884 and $ 70,292 , respectively, from Mr.

MacGregor pursuant

to a master loan agreement dated March 1, 2023.

During the quarter and nine months ended September 30, 2024, the Company repaid $ 5,010

and $ 30,310 , respectively, under this note.

the quarter and nine months ended September 30, 2023, the Company borrowed $ 238 and $ 178,738 , respectively, from Mr.

MacGregor pursuant

to the master loan agreement.

During the quarter and nine months ended September 30, 2023, the Company repaid $ 102,757 and $ 178,738 ,

respectively, under this note.

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

not convertible.

Morgan Private Family Trust Loan Agreement (“NMPFT”)

February 6, 2024, the Company entered into a master loan agreement with the NMPFT.

The master note agreement accrues interest at a rate

During the quarter and nine months ended September 30, 2024, the Company borrowed $ 0 and $ 280,000 pursuant to this loan agreement

with this amount due and payable in a lump sum on February 6, 2025 .

This note is not convertible.

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

$ 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.

Payable – Board Member

the quarter ended September 30, 2024, the Company borrowed $ 5,000 from a member of the Board of Directors.

This note is not convertible.

11 – SUBSEQUENT EVENTS

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.

Except as noted below, management has determined that it does not have any

material subsequent events to disclose in these consolidated financial statements.

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

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.

On November 11, 2024, the Company entered into an

agreement with SSS Entertainment LLC wherein the Company exchanged one million common shares of APHP and the promise to pay $ 725,000 on

or before January 6, 2024 for a 24 % beneficial ownership interest in the feature film currently titled, TURN UP THE SUN, starring

James McVoy, Aisling Franciosi, and Lucas Bravo.

TURN UP THE SUN is a psychological thriller, where two couples arrive at a countryside

mansion they booked unknowingly together and discover strange occurrences during their stay.

As part of the agreement APHP will receive

an “in Association” credit for the Company and a “producer” credit for Mr.

MacGregor, the Company’s CEO.

The agreement also has a default provision, wherein the event of a default, specifically non-payment of the aforementioned $725,000, the

Company will forfeit right to its beneficial ownership, but not the two credits and further that SSS Entertainment will receive another

500,000 common shares in APHP .

of Common Stock

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.

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

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