Management’s Discussion and Analysis of Financial Condition and Results of Operations
+Added: Forward-Looking
following discussion and analysis should be read in conjunction with our condensed financial statements and related notes included elsewhere
4 unchanged sentences
titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
−Removed: On August 1, 2025, subsequent to the
−Removed: end of the second quarter, the Company entered into an agreement with SSS Entertainment, LLC (“SSS”) to extend to
−Removed: December 31, 2025 its option to acquire a 24% ownership interest in the feature film Turn Up the Sun!
−Removed: (aka Pose) for $725,000 and to
−Removed: acquire all rights, title, and interest in the feature film Barron’s Cove and related secured assets.
−Removed: As consideration, the
−Removed: Company issued 500,000 shares of its common stock, allocated equally between the option extension and the asset acquisition.
−Removed: agreement also provides for the Company to pay SSS the first 85% of revenues from exploitation of Barron’s Cove until SSS has
−Removed: recouped $2 million, after which all such revenues will be retained by the Company.
−Removed: SSS may elect to convert future revenue
−Removed: entitlements into shares of the Company’s common stock at a conversion rate of 2.5 times the retained revenue, subject to a
−Removed: $1.00 per share floor.
−Removed: Management believes this transaction expands the Company’s film portfolio and may provide additional
−Removed: revenue opportunities in future periods.
+Added: Entertainment Agreement – TURN UP THE SUN Option Extension and Barron’s Cove Acquisition
+Added: August 1, 2025, the Company entered into an agreement with SSS Entertainment, LLC (“SSS”) to (i.) extend to December 31, 2025
+Added: its option to acquire a 24% ownership interest in the feature film TURN UP THE SUN!
+Added: (aka POSE ) for $725,000 and (ii.) acquire
+Added: all rights, title, and interest in the feature film Barron’s Cove and related secured assets, including liens, loans, UCC-1
+Added: filings, and security interests.
+Added: consideration, the Company issued 500,000 shares of its common stock to SSS’s principal, allocated equally between the option extension
+Added: and the asset acquisition.
+Added: The Company will pay to SSS the first 85% of revenues from exploitation of BARRON’S COVE until
+Added: SSS has recouped $2 million, after which all such revenues will be retained by the Company.
+Added: SSS may elect to convert future revenue entitlements
+Added: into shares of the Company’s common stock at a conversion rate of 2.5 times the retained revenue, subject to a $1.00 per share
+Added: The Company will also assume up to $50,000 in costs to enforce and perfect the secured rights.
+Added: On August 30, 2025, Jonathan Sanger resigned as President.
+Added: As disclosed in our Current Report on Form 8-K/A filed September
+Added: 19, 2025, Mr.
+Added: Sanger’s resignation followed a dispute regarding certain compensation matters under his consulting agreement and
+Added: did not involve any disagreement with the Company on any other matter relating to operations, policies, or practices.
+Added: Our Board has initiated
+Added: a process to evaluate and implement any necessary adjustments to management responsibilities.
+Added: September 16, 2025, Donald J.
+Added: Harris resigned from our Board of Directors, effective immediately.
+Added: As disclosed in our Current Report
+Added: on Form 8-K filed September 19, 2025, Mr.
+Added: Harris’s resignation was not the result of any disagreement with the Company on any matter
+Added: relating to operations, policies, or practices.
+Added: The Board is evaluating its composition following his resignation.
+Added: markets update.
+Added: On September 12, 2025, we entered into an Equity Line of Credit (“ELOC”) with RH2 Equity Partners, L.P.,
+Added: and a related Registration Rights Agreement.
+Added: Under the ELOC, we may, at our election and subject to specified conditions, sell newly
+Added: issued shares of our common stock to the investor over a 24-month period in an amount up to the lesser of $100 million or the “Maximum
+Added: Common Stock Issuance” (as defined in the ELOC).
+Added: Proceeds, if any, may be used for general corporate purposes.
+Added: See “Liquidity
+Added: and Capital Resources” for additional detail.
+Added: of September 30, 2025.
+Added: APHP has participated in a number of feature films at or near delivery:
+Added: BARRON’S COVE, TURN UP THE SUN!
+Added: (aka POSE ), PROTECTOR, THIEVES HIGHWAY , and MOTION (aka GET DA BAG ).
+Added: Participation varies by title (first-priority
+Added: recoupment/loan position, “in Association with” and Producer credits, options, and development/co-production roles).
+Added: not recognized revenue from these projects as of September 30, 2025, unless otherwise disclosed.
+Added: See Note 5 “Produced & Licensed
+Added: Content” and Note 4 “Film Production Loans and Receivables” for rights, status, and accounting by title.
+Added: of September 30, 2025, we had not sold any shares under the ELOC and had not received proceeds.
+Added: We may elect to draw in future periods
+Added: subject to the conditions in the agreements.
Organizational
18 unchanged sentences
Articles of Incorporation with the State of Wyoming in April 2025.
−Removed: of August 14, 2025, the Company has 1,001,000,000 shares authorized, including 1,000,000,000 common shares and 1,000,000 preferred shares.
−Removed: Shares - As of August 14, 2025, APHP has 1,000,000,000 common shares authorized of which 112,899,3325 shares issued and outstanding.
−Removed: As of August 14, 2025, the total number of shareholders of record was 332.
+Added: of October 27, 2025, the Company has 1,001,000,000 shares authorized, including 1,000,000,000 common shares and 1,000,000 Preferred shares.
+Added: Shares - As of October 27, 2025, APHP has 1,000,000,000 common shares authorized of which 112,899,325 shares issued and outstanding.
+Added: As of October 27, 2025, the total number of shareholders of record was 332.
All common shares are entitled to participate in any distributions
or dividends that may be declared by the Board of Directors, subject to any preferential dividend rights of outstanding shares of Preferred
−Removed: Shares - As of August 14, 2025, the Company had 1,000,000 preferred shares authorized, of which 100,000 preferred shares have been designated
+Added: Shares - As of October 27, 2025, the Company had 1,000,000 Preferred shares authorized, of which 100,000 Preferred shares have been designated
as Series A Convertible Preferred Stock (“Series A Preferred shares” herein).
11 unchanged sentences
do not have any specific redemption rights or sinking fund provisions.
−Removed: Voting Control – As of August 14, 2025, Mr.
−Removed: Bannor Michael MacGregor, the Company’s Chief Executive Officer and Chairperson, beneficially owned 24,413,041 shares of the Company’s
−Removed: common stock (including options exercisable within 60 days), representing approximately 21.62% of the outstanding common shares.
−Removed: MacGregor directly and indirectly beneficially owns and controls all 3,839 issued and outstanding shares of the Company’s Series
−Removed: A Preferred Stock, representing 100% of that class.
−Removed: Each Series A Preferred Share has voting rights equal to 1,000,000 votes per share,
−Removed: for an aggregate of 3,839,000,000 votes.
−Removed: When combined with the voting rights associated with his common stock ownership, Mr.
−Removed: controls voting rights equivalent to 3,863,163,041 shares of common stock, or approximately 97.75% of the Company’s total voting
−Removed: Picture House Corporation (“APHP”) , also known as American Picture House Pictures, aims to become a premier entertainment
−Removed: company focused on the development, financing, and production of feature films, limited series, and content-driven technologies.
−Removed: by astute financiers and supported by accomplished creatives, the Company is committed to delivering high-quality content with broad
−Removed: market appeal.
−Removed: Historically,
−Removed: APHP has offered strategic consulting services to clients within the entertainment sector, providing guidance in areas such as business
−Removed: planning, financial projections, and corporate marketing.
−Removed: While these engagements showcased the Company’s expertise in both entertainment
−Removed: and general business strategy, APHP has since pivoted away from providing independent consulting services.
−Removed: Moving forward, the Company
−Removed: will concentrate exclusively on internal content development and strategic partnerships.
−Removed: is now focused on partnering with filmmakers, showrunners, content creators, and innovative technology partners to develop, package,
−Removed: finance, and produce compelling film and television projects.
−Removed: The Company’s leadership, Board of Directors, and advisory team bring
−Removed: decades of experience across key entertainment functions, including writing, producing, directing, casting, sales, and licensing, with
−Removed: long-standing relationships at major studios and production companies.
−Removed: Although these relationships have yet to translate into direct
−Removed: business for APHP, the Company anticipates leveraging these connections in its upcoming projects.
−Removed: Mid-Budget Productions
−Removed: specializes in mid-budgeted productions where the majority, if not all, of the production budget can be secured against the project’s
−Removed: intellectual property (“IP”), projected and pre-sold licensing agreements, incentive programs, tax credits, and grants.
−Removed: value of the IP, such as book rights, screenplays, or scripts, can be significantly enhanced by the attachment of award-winning talent,
−Removed: seasoned producers, and skilled directors, making it a critical asset for financial structuring.
−Removed: assembling robust production packages that include proven creative elements and cost-efficient strategies, such as filming in incentive-friendly
−Removed: locations and building lean budgets, APHP can mitigate financial risk, reduce its equity exposure, and attract third-party investment.
−Removed: These efforts are designed to improve profitability and maximize investor confidence through the development of bankable content.
−Removed: strategic approach emphasizes financial sophistication, creative excellence, and the use of forward-thinking technology.
−Removed: To date, APHP
−Removed: owns and has optioned several IPs with the goal of co-producing and co-financing both feature films and limited series.
−Removed: Understanding
−Removed: APHP’s Strategy Through the Filmmaking Lifecycle
−Removed: better explain APHP’s business model, the filmmaking process can be broken down into five key stages, each with distinct responsibilities
−Removed: – Acquiring rights (e.g., books, plays), developing story ideas, and writing the screenplay.
−Removed: This stage includes securing
−Removed: Pre-Production
−Removed: – Finalizing the script, hiring cast and crew, scouting and securing locations, and designing sets.
−Removed: – The actual filming process where raw footage is captured.
−Removed: Post-Production
−Removed: – Editing the footage, adding visual effects, sound design, and finalizing the film.
−Removed: – Marketing and distributing the finished project to theaters, streaming platforms, and other outlets.
−Removed: strategy is to participate meaningfully at each of these stages, especially in development, financing, and packaging, to ensure that
−Removed: every project is positioned for both creative and commercial success.
−Removed: Strategy to Build Value
−Removed: business strategy centers on acquiring or optioning intellectual properties, such as book rights, screenplays, and scripts, that have
−Removed: already undergone a meaningful level of development investment.
−Removed: In many cases, these properties were advanced by their original creators
−Removed: or teams who, after making substantial financial or creative commitments, chose to pause or abandon further development due to budgetary
−Removed: or strategic reasons.
−Removed: targeting projects at this stage, APHP aims to acquire valuable entertainment assets at a reduced upfront cost.
−Removed: In exchange, we may offer
−Removed: the original team a share in future revenues generated by the property.
−Removed: This approach enables us to:
−Removed: initial capital expenditures;
−Removed: more resources toward advancing the project through the filmmaking pipeline;
−Removed: from the insights, creative contributions, and goodwill of the original development team;
−Removed: Significantly
−Removed: reduce financial and creative risk.
−Removed: strategy is predicated on our management team’s ability to identify projects with unrealized potential and execute on the next
−Removed: stages of development where previous efforts may have stalled.
−Removed: This includes leveraging our experience, industry relationships, and financial
−Removed: acumen to transform dormant or undervalued IP into market-ready content.
−Removed: Creation Initiatives
−Removed: acquired, we enhance the value of these properties through a multi-pronged strategy that includes:
−Removed: experienced Writers Guild of America (WGA) writers to further develop, polish, or rewrite the material;
−Removed: high-quality talent—such as reputable producers, directors, and actors;
−Removed: and securing international pre-sales and understanding global market value;
−Removed: relationships with key financial institutions and banking partners;
−Removed: with talent agencies and retaining top legal counsel;
−Removed: strategic filming locations that offer robust tax incentives, rebates, or grants;
−Removed: comprehensive production budgets and tailored financing strategies;
−Removed: completion bonds to mitigate production risk;
−Removed: professional production and marketing materials, such as look books, preliminary artwork, and scouting reports.
−Removed: methodical, value-driven approach allows APHP to position each project for optimal creative execution, financial performance, and market
−Removed: success, ultimately maximizing returns for the Company and its partners.
+Added: Control – October 27, 2025, Mr.
+Added: Bannor Michael MacGregor, the Company’s Chief Executive Officer and Chairperson, beneficially
+Added: owned 24,413,041 shares of the Company’s common stock (including options exercisable within 60 days), representing approximately
+Added: 21.62% of the outstanding common shares.
+Added: In addition, Mr.
+Added: MacGregor directly and indirectly beneficially owns and controls all 3,839
+Added: issued and outstanding shares of the Company’s Series A Preferred Stock, representing 100% of that class.
+Added: Each Series A Preferred
+Added: Share has voting rights equal to 1,000,000 votes per share, for an aggregate of 3,839,000,000 votes.
+Added: When combined with the voting rights
+Added: associated with his common stock ownership, Mr.
+Added: MacGregor controls voting rights equivalent to 3,863,163,041 shares of common stock,
+Added: or approximately 97.75% of the Company’s total voting power.
+Added: Picture House Corporation (“APHP”), also known as American Picture House Pictures, is an entertainment company focused on
+Added: the development, packaging, financing and production of feature films and limited series.
+Added: During 2025, APHP pivoted away from third-party
+Added: consulting to concentrate on internally developed projects and selective strategic partnerships.
+Added: Our objective over time is to build
+Added: a disciplined slate and the organizational capabilities of a scaled independent (“mini-major”);
+Added: however, there can be no
+Added: assurance that we will achieve this objective.
+Added: strategy emphasizes mid-budget projects where a substantial portion of production costs may be supported by project-level structures
+Added: (e.g., pre-sales, distribution advances, production incentives/tax credits, and, where available, completion guarantees).
+Added: We aim to mitigate
+Added: equity exposure by assembling packages that combine bankable creative elements (script/IP, producers, directors, cast) with cost-efficient
+Added: production plans (including incentive-eligible jurisdictions).
+Added: We may co-produce and/or co-finance with third parties when appropriate.
+Added: part of this approach, we acquire or option IP at a stage where prior owners/creators have already invested meaningful development effort,
+Added: enabling APHP to advance the material with targeted spend (e.g., WGA rewrites/polish, packaging, schedules and budgets) while maintaining
+Added: financial discipline.
+Added: Where appropriate, original developers may retain a contingent participation in future project revenues.
+Added: intend to leverage industry-standard financing tools and to engage reputable third-party advisors (agencies, legal, sales agents, banks)
+Added: on a project-by-project basis.
+Added: focus across the filmmaking lifecycle.
+Added: APHP participates principally in:
+Added: rights acquisition/optioning, story development, and attaching key creative elements;
+Added: structuring pre-sales and other project-level funding sources;
+Added: detailed budgets, schedules, incentive analysis, and risk mitigation (including completion bond evaluation where applicable).
+Added: of the date of this report, APHP continues to develop and evaluate projects in various stages of the pipeline.
+Added: Initiatives described
+Added: above are subject to market conditions, third-party approvals, availability of financing, and execution risks, and there can be no assurance
+Added: that any specific project will be packaged, financed, produced, or commercially successful.
Organizational
2 unchanged sentences
The Company is managed by its officers.
−Removed: Michael MacGregor is the CEO, Jonathan Sanger is the President, Michael Blanchard is the Secretary, and Daniel Hirsch is the Treasurer,
−Removed: all report to a Board of Directors.
+Added: Michael MacGregor is the CEO/President, Michael Blanchard is the Secretary, and Daniel Hirsch is the Treasurer, all report to a Board
+Added: of Directors.
At present, only Bannor Michael MacGregor is under a Consulting Agreement.
10 unchanged sentences
Actual results may differ from these estimates under different assumptions or
−Removed: significant accounting policies are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly
−Removed: Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation
+Added: significant accounting policies are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly Report,
+Added: and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation
of our financial statements.
6 unchanged sentences
Sheet Arrangements
−Removed: of Operations
−Removed: Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
−Removed: following table summarizes our results of operations for the three months ended June 30, 2025 and 2024:
−Removed: months ended June 30,
+Added: of Operations — Three Months Ended September 30, 2025 vs.
+Added: Three months ended September 30,
Cost of revenues
Operating Expenses:
−Removed: and administrative
+Added: General and administrative
Research and development
8 unchanged sentences
and Cost of Revenues
−Removed: Company had no revenues during the quarters ended June 30, 2025 and 2024,
+Added: Company had no revenue during the three months ended September 30, 2025 and September 30, 2024.
and Administrative Expenses
−Removed: and administrative expenses for the three months ended June 30, 2025 were approximately $750,000 compared to approximately $380,000
−Removed: for the three months ended June 30, 2024, an increase of approximately $370,000.
−Removed: The 2025 period included $110,000 of stock-based
−Removed: compensation expense to a consultant, the write-off of $196,200 of loans receivable that management determined were uncollectible,
−Removed: and the expiration of rights to a screenplay carried on the books at $150,834.
−Removed: The 2025 period also included $73,000 of stock option
−Removed: expense compared to $0 in the 2024 period.
−Removed: These one-time expenses were offset by lower operational expenses.
+Added: and administrative expenses for the three months ended September 30, 2025 were approximately $67,000 compared to approximately $316,000
+Added: for the three months ended September 30, 2024, a decrease of approximately $248,000 as management sought to significantly reduce operational
+Added: spend to conserve cash resources.
and Marketing Expenses
−Removed: and marketing expenses for the three months ended June 30, 2025 were approximately $1,000 compared to approximately $11,000 for the three
−Removed: months ended June 30, 2024, a decrease of approximately $10,000.
+Added: and marketing expenses for the three months ended September 30, 2025 were approximately $7,000 compared to approximately $0 for the three
+Added: months ended September 30, 2024, an increase of approximately $7,000.
Income (Expense)
−Removed: Interest income for the three months ended June 30, 2025 and 2024 was minimal and consisted of interest earned on invested
+Added: Interest income for the three months ended September 30, 2025 and 2024 was minimal and consisted of interest earned on invested
cash balances.
−Removed: Interest expense for the three months ended June 30, 2025 and 2024 was $8,897 and $12,820, respectively, and was primarily
−Removed: related to our Economic Injury Disaster Loan (“EIDL ”), commercial line of credit and related party working capital
+Added: Interest expense for the three months ended September 30, 2025 and 2024 was $30,787 and $12,276, respectively, and was primarily
+Added: related to our Economic Injury Disaster Loan (“EIDL ”), commercial line of credit, related party working capital loans,
+Added: and a loan a new promissory note entered into during the quarter.
and Capital Resources
had an accumulated deficit of approximately $8.7 million, incurred a net loss of approximately $106,000, and had cash outflows from operations
−Removed: of approximately $90,000 as of and for the three months ended June 30, 2025.
−Removed: Further, we expect to continue to incur significant costs
−Removed: in the pursuit of our business plans.
−Removed: We cannot assure you that our plans to raise capital or to complete our film development and production
−Removed: activities will be successful.
−Removed: These factors, among others, raise substantial doubt about our ability to continue as a going concern.
+Added: of approximately $81,000 as of and for the three months ended September 30, 2025.
+Added: Further, we expect to continue to incur significant
+Added: costs in the pursuit of our business plans.
+Added: We cannot assure you that our plans to raise capital or to complete our film development
+Added: and production activities will be successful.
+Added: These factors, among others, raise substantial doubt about our ability to continue as a
+Added: going concern.
our inception, we have incurred significant operating losses.
3 unchanged sentences
from related parties under promissory notes.
−Removed: As of June 30, 2025, our cash and cash equivalents were negligible and we were not able
−Removed: to meet our current obligations as they became due and payable.
−Removed: the three months ended June 30, 2025, operating activities consumed approximately $90,000 of cash.
−Removed: Accounts payable and accrued expenses
−Removed: increased by approximately $161,000 during the quarter due to a lack of liquidity to meet current obligations as they became due and
−Removed: the three months ended June 30, 2024, operating activities used approximately $441,000 of cash, including providing a $220,000 of financing
−Removed: to a film production company and payments resulting in a $42,000 reduction in accounts payable and accrued expenses.
−Removed: the three months ended June 30, 2025 and 2024, investing activities included approximately $0 and $19,000 of costs related to development
−Removed: of the Company’s website.
−Removed: the three months ended June 30, 2025, net cash provided by financing activities was $86,000 which was comprised of $86,000 of related
−Removed: party borrowings.
−Removed: the three months ended June 30, 2024, net cash provided by financing activities was approximately $311,000 which included approximately
−Removed: $211,000 of related party borrowings and approximately $154,000 of proceeds from the sale of Common Stock.
−Removed: Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
−Removed: following table summarizes our results of operations for the six months ended June 30, 2025 and 2024:
−Removed: months ended June 30,
+Added: As of September 30, 2025, our cash and cash equivalents were approximately $102,00 and we
+Added: were not able to meet our current obligations as they became due and payable.
+Added: project distributions.
+Added: Certain titles, including BARRON’S COVE, may generate future cash inflows to APHP under applicable
+Added: distribution waterfalls.
+Added: The timing and amount of any such inflows are uncertain and have not been assumed in our near-term liquidity
+Added: See Note 5 “Produced & Licensed Content” and Note 4 “Film Production Loans and Receivables”.
+Added: the three months ended September 30, 2025 and 2024, operating activities consumed approximately $81,000 and $34,000 of cash, respectively.
+Added: the three months ended September 30, 2025 and 2024, investing activities were $0.
+Added: the three months ended September 30, 2025, net cash provided by financing activities was $182,000 which was comprised of $115,000 of
+Added: new debt financing and $312,000 of net new related party borrowings.
+Added: the three months ended September 30, 2024, net cash provided by financing activities was approximately $25,000 which and was comprised
+Added: primarily of related party borrowings.
+Added: of Operations — Nine Months Ended September 30, 2025 vs.
+Added: Nine months ended September 30,
Cost of revenues
2 unchanged sentences
Research and development
−Removed: and marketing
−Removed: Operating Expenses
+Added: Sales and marketing
+Added: Total Operating Expenses
Net Operating Loss
1 unchanged sentence
Interest income
−Removed: Other Income (Expenses)
+Added: Interest expense
+Added: Net Other Income (Expenses)
Loss before income taxes
2 unchanged sentences
and Cost of Revenues
−Removed: Company had no revenue during the six months ended June 30, 2025.
−Removed: During the six months ended June 30, 2024, the Company had revenues
−Removed: totaling $23,000 all of which were from the BUFFALOED CAMA.
+Added: Company had no revenue during the three months ended September 30, 2025 and September 30, 2024.
+Added: Company had no revenue during the nine months ended September 30, 2025.
+Added: During the nine months ended September 30, 2024, the Company
+Added: had revenues totaling $23,000 all of which were from the BUFFALOED CAMA.
and Administrative Expenses
−Removed: and administrative expenses for the six months ended June 30, 2025 were approximately $1,226,000 compared to approximately $1,882,000
−Removed: for the six months ended June 30, 2024, a decrease of approximately $656,000.
−Removed: The 2025 period included $306,000 of stock-based compensation
−Removed: expense compared to $1,258,000 in the 2024 period.
−Removed: The 2025 period also included the write-off of $196,200 of loans receivable that management
−Removed: determined were uncollectible, and the expiration of rights to a screenplay carried on the books at $150,834.
+Added: and administrative expenses for the nine months ended September 30, 2025 were approximately $1,294,000 compared to approximately $2,198,000
+Added: for the nine months ended September 30, 2024, a decrease of approximately $904,000.
+Added: The 2025 period included $379,000 of stock-based
+Added: compensation expense compared to $1,258,000 in the 2024 period.
+Added: The 2025 period also included the write-off of $196,200 of loans receivable
+Added: that management determined were uncollectible, and the expiration of rights to a screenplay carried on the books at $150,834.
and Marketing Expenses
−Removed: and marketing expenses for the six months ended June 30, 2025 were approximately $2,000 compared to approximately $25,000 for the six
−Removed: months ended June 30, 2024, a decrease of approximately $23,000.
+Added: and marketing expenses for the nine months ended September 30, 2025 were approximately $9,000 compared to approximately $25,000 for the
+Added: nine months ended September 30, 2024, a decrease of approximately $16,000.
Income (Expense)
−Removed: Interest income for the six months ended June 30, 2025 and 2024 was minimal and consisted of interest earned on invested
+Added: Interest income for the nine months ended September 30, 2025 and 2024 was minimal and consisted of interest earned on invested
cash balances.
−Removed: Interest expense for the six months ended June 30, 2025 and 2024 was $21,816 and $16,005, respectively, and was primarily
+Added: Interest expense for the nine months ended September 30, 2025 and 2024 was $21,816 and $16,005, respectively, and was primarily
related to our Economic Injury Disaster Loan (“EIDL ”), commercial line of credit and related party working capital
and Capital Resources
−Removed: had an accumulated deficit of approximately $8.5 million, incurred a net loss of approximately $1,249,000, and had cash outflows from
−Removed: operations of approximately $245,000 as of and for the six months ended June 30, 2025.
−Removed: Further, we expect to continue to incur significant
−Removed: costs in the pursuit of our business plans.
−Removed: We cannot assure you that our plans to raise capital or to complete our film development
−Removed: and production activities will be successful.
−Removed: These factors, among others, raise substantial doubt about our ability to continue as a
−Removed: going concern.
−Removed: our inception, we have incurred significant operating losses.
−Removed: We expect to incur significant expenses and operating losses for the foreseeable
−Removed: future as we develop and produce feature films.
−Removed: To date, we have funded our operations with proceeds from sales of Common Stock and borrowings
−Removed: from related parties under promissory notes.
−Removed: As of June 30, 2025, our cash and cash equivalents were negligible and we were not able
−Removed: to meet our current obligations as they became due and payable.
−Removed: the six months ended June 30, 2025, operating activities consumed approximately $245,000 of cash.
−Removed: Accounts payable and accrued expenses
−Removed: increased by approximately $248,000 during the quarter due to a lack of liquidity to meet current obligations as they became due and
−Removed: the six months ended June 30, 2024, operating activities used approximately $749,000 of cash, including providing a $396,000 of financing
−Removed: to film production companies.
−Removed: the six months ended June 30, 2025 and 2024, investing activities included approximately $0 and $22,000 of costs related to development
+Added: concern, liquidity and plan.
+Added: As of and for the nine months ended September 30, 2025, we had an accumulated deficit of approximately $8.6
+Added: million, incurred a net loss of approximately $1.4 million, and used approximately $325,000 of net cash in operating activities.
+Added: inception, we have incurred significant operating losses and expect to continue to incur substantial expenses and operating losses as
+Added: we develop and produce feature films.
+Added: To date, we have funded operations primarily through sales of common stock and related-party borrowings
+Added: under promissory notes.
+Added: As of September 30, 2025, our cash and cash equivalents were approximately $102,000, we had current liabilities
+Added: of approximately $1.7 million, and we have experienced a
+Added: build in payables as certain expenditures have been deferred pending project financing and capital raises.
+Added: We expect near-term cash requirements
+Added: over the next 12 months to increase significantly, primarily for production development, G&A, and working capital.
+Added: To address these
+Added: requirements, we intend to utilize a combination of (i.) our Equity Line of Credit (“ELOC”) with RH2 Equity Partners, L.P.,
+Added: which permits, at our election and subject to conditions, sales of common stock over a 24-month period up to the lesser of $100.0 million
+Added: or the “Maximum Common Stock Issuance”;
+Added: (ii.) potential bridge financing and/or commercial credit lines;
+Added: and (iii.) equity
+Added: issuances or project-level financing.
+Added: Availability under the ELOC is not assured and is subject to specified conditions and limitations;
+Added: any issuances would be dilutive and could place downward pressure on our stock price.
+Added: As of September 30, 2025, we had not sold
+Added: any shares under the ELOC.
+Added: We cannot assure you that our plans to raise capital or to complete our film development and production activities
+Added: will be successful.
+Added: These factors raise substantial doubt about our ability to continue as a going concern.
+Added: Management believes that,
+Added: if executed as planned, the actions described above would provide sufficient liquidity to fund operations;
+Added: however, if we are unable
+Added: to access the ELOC or other financing on acceptable terms, we may be unable to continue as a going concern.
+Added: (See Note 7 “Notes
+Added: Payable and Lines of Credit” for additional information regarding the ELOC).
+Added: the nine months ended September 30, 2025, operating activities consumed approximately $326,000 of cash.
+Added: the nine months ended September 30, 2024, operating activities used approximately $783,000 of cash, including providing a $396,000 of
+Added: financing to film production companies.
+Added: the nine months ended September 30, 2025 and 2024, investing activities included approximately $0 and $22,000 of costs related to development
of the Company’s website.
−Removed: the six months ended June 30, 2025, net cash provided by financing activities was $86,000 which was comprised of $86,000 of related party
−Removed: the six months ended June 30, 2024, net cash provided by financing activities was approximately $576,000 including $415,000 of proceeds
−Removed: from the sale of Common Stock and $407,000 of net working capital financing under a master loan agreement from a related party and a
−Removed: commercial line of credit.
+Added: the nine months ended September 30, 2025, net cash provided by financing activities was $428,000 which was comprised of $312,000 of related
+Added: party borrowings and $115,000 of new debt financing.
+Added: the nine months ended September 30, 2024, net cash provided by financing activities was approximately $601,000 including $169,000 of
+Added: proceeds from the sale of Common Stock and $454,000 of net working capital financing under a master loan agreement from a related party
+Added: and a commercial line of credit.
+Added: for the nine months ended September 30, 2025 include a $196,200 non-cash impairment charge recorded in the second quarter of 2025 to
+Added: write off the PNP Movie, LLC loan following extended default and uncertainty regarding the film’s completion.
+Added: (See Note 4 “Film
+Added: Production Loans and Receivables”
Material Developments and Trends
4 unchanged sentences
assurance we will succeed.
+Added: We are aware of potential claims by two former consultants;
+Added: see Note 10 and Item 1 — Legal Proceedings.
+Added: At this time we cannot estimate a possible loss or range of loss.
+Added: and Capital Resources
+Added: Line of Credit.
+Added: On September 12, 2025, we entered into an Equity Line of Credit Agreement with RH2 Equity Partners, L.P.
+Added: us the right, but not the obligation, to direct the investor to purchase newly issued shares of our common stock over a 24-month term
+Added: in an aggregate amount up to the lesser of $100.0 million or the Maximum Common Stock Issuance, subject to customary conditions and a
+Added: related Registration Rights Agreement.
+Added: The shares issuable under the facility, if and when issued, are to be offered and sold in reliance
+Added: on Section 4(a)(2) and/or Rule 506 of Regulation D.
+Added: As of September 30, 2025, we [had/had not] sold any shares pursuant to the ELOC and
+Added: [had/had not] received proceeds.
+Added: We filed the Agreements as exhibits to our Form 8-K on September 19, 2025.
+Added: believe the ELOC, together with other financing options, enhances our liquidity and financial flexibility;
+Added: however, any issuances under
+Added: the facility would dilute existing stockholders and could exert downward pressure on our stock price.
+Added: Availability is also subject to
+Added: specified conditions and limitations described in the Agreements.
+Added: and recoverability.
+Added: Following the Q2 2025 write-off of the PNP Movie, LLC loan, we do not expect near-term cash inflows from this
+Added: Our liquidity plan continues to rely on project-level receipts and financing, as discussed elsewhere in this report.
+Added: 4 “Film Production Loans and Receivables”.
+Added: Accounting Policies and Estimates
+Added: to the significant policies in the Notes and any material updates specific to Q3 2025 (e.g., impairment judgments, fair-value measurements).
+Added: Sheet Arrangements
+Added: Cybersecurity
+Added: to 10-K Item 8 disclosures and note any changes during Q3 2025.
Quantitative and Qualitative Disclosures About Market Risk
−Removed: have been no material changes to our market risk during the first six months of 2025.
−Removed: For a discussion of our exposure to market risk,
−Removed: please see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our 2024 Form 10-K.
+Added: required for a smaller reporting company.
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.