Item 1. Financial Statements
Item
1. Financial Statements.
AMERICAN
PICTURE HOUSE CORPORATION
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2026
INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets, March 31, 2026 (unaudited) and December 31, 2025
F-2
Condensed Consolidated Statements of Operations, for the three months ended March 31, 2026 and 2025
F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit), for the three months ended March 31, 2026 and 2025
F-4
Condensed Consolidated Statements of Cash Flows, for the three months ended March 31, 2026 and 2025
F-5
Notes to Condensed Consolidated Financial Statements
F-6
F- 1
AMERICAN
PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2026
December 31, 2025
ASSETS
Current Assets
Cash and cash equivalents
$ 22,338
$ 124
Accounts receivable
121,816
1,150,000
Prepaid expenses
20,297
28,375
Receivable - related party
-
-
Total Current Assets
164,451
1,178,499
Produced and licensed content costs
1,175,000
300,000
Loans receivable, film financing arrangements
-
-
Intangible assets, net of accumulated amortization of $ 48,417 and $ 42,583 as of March 31, 2026 and
December 31, 2025, respectively.
21,583
27,417
TOTAL ASSETS
1,361,034
1,505,916
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Cash overdraft
-
-
Accounts payable and accrued expenses
641,745
655,163
Deferred revenue, current portion
50,000
50,000
Interest payable - related party
29,868
42,200
Interest payable - EIDL loan
5,280
6,086
Note payable
256,746
115,000
Note payable - related party
534,872
647,209
Note payable
534,872
647,209
Commercial Line of Credit
97,905
97,905
Total Current Liabilities
1,616,416
1,613,563
Economic injury disaster loan, non-current
149,900
149,900
Total Liabilities
1,766,316
1,763,463
Stockholders’ Equity (Deficit):
Common Stock $ 0.0001 par value. 1,000,000,000 authorized. 113,761,925 and 113,399,325 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.
11,376
11,340
Preferred Stock $ 0.0001 par value. 1,000,000 authorized. 3,839 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.
-
-
Additional paid in capital
7,580,975
7,557,507
Accumulated deficit
( 7,997,633 )
( 7,826,394 )
Total Stockholders’ Equity (Deficit)
( 405,282 )
( 257,547 )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
$ 1,361,034
$ 1,505,916
* Derived from
audited information. The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F- 2
AMERICAN
PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
2026
2025
Three months ended March 31,
2026
2025
Revenues
$ 1,220
$ -
Cost of revenues
-
-
Gross profit
1,220
-
Operating Expenses:
General and administrative
112,656
475,457
Research and development
-
-
Sales and marketing
1,582
461
Total Operating Expenses
114,238
475,918
Net Operating Loss
( 113,018 )
( 475,918 )
Other Income (Expenses):
Interest income
-
-
Interest expense
( 58,221 )
( 12,919 )
Net Other Income (Expenses)
( 58,221 )
( 12,919 )
Loss before income taxes
( 171,239 )
( 488,837 )
Income taxes
-
-
Net loss
$ ( 171,239 )
$ ( 488,837 )
Net loss per common share - Basic and Diluted
$ ( 0.00 )
$ ( 0.00 )
Weighted average shares used in per share computation - Basic and Diluted
113,563,498
112,399,325
The
accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F- 3
AMERICAN
PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
Common Stock
Preferred Stock
Additional
Paid In
Accumulated
Stock
Subscription
Total Stockholders’
Equity
Shares
Par Value
Shares
Amount
Capital
Deficit
Receivable
(Deficit)
Balance, December 31, 2024
112,399,325
$ 11,240
3,829
$ -
$ 7,264,042
$ ( 7,291,954 )
$ -
$ ( 16,672 )
Preferred stock redeemed in exchange for assets
-
-
( 10 )
-
( 256,000 )
-
( 256,000 )
Stock option compensation
-
-
-
-
232,995
-
232,995
Net Loss
-
-
-
-
-
( 488,837 )
-
( 488,837 )
Balance, March 31, 2025
112,399,325
$ 11,240
3,819
$ -
$ 7,241,037
$ ( 7,780,791 )
$ -
$ ( 528,514 )
Common Stock
Preferred Stock
Additional Paid In
Accumulated
Stock Subscription
Total
Stockholders’ Equity
Shares
Par Value
Shares
Amount
Capital
Deficit
Receivable
(Deficit)
Balance, December 31, 2025
113,399,325
$ 11,340
3,839
$ -
$ 7,557,507
$ ( 7,826,394 )
$ -
$ ( 257,547 )
Balance
113,399,325
$ 11,340
3,839
$ -
$ 7,557,507
$ ( 7,826,394 )
$ -
$ ( 257,547 )
Financing costs settled in shares of stock
200,000
20
-
-
15,980
16,000
Note payable ($ 5,754 ) and financing costs ($ 1,750 ) settled in shares of stock
162,600
16
-
-
7,488
7,504
Net Loss
-
-
-
-
-
( 171,239 )
-
( 171,239 )
Balance, March 31, 2026
113,761,925
$ 11,376
3,839
$ -
$ 7,580,975
$ ( 7,997,633 )
$ -
$ ( 405,282 )
Balance
113,761,925
$ 11,376
3,839
$ -
$ 7,580,975
$ ( 7,997,633 )
$ -
$ ( 405,282 )
The
accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F- 4
AMERICAN
PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
2026
2025
Three months ended March 31,
2026
2025
Cash Flows from Operating Activities:
Net Income (Loss)
$ ( 171,239 )
$ ( 488,837 )
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
-
232,995
Commons stock issued for services
-
-
Preferred stock redeemed in exchange for assets
-
( 42,642 )
Note payable converted to equity
( 5,754 )
-
Financing costs paid in shares of common stock
23,504
-
Amortization expense
5,834
5,833
Change in operating assets and liabilities:
Accounts receivable
1,028,184
29,674
Prepaid expenses
8,078
13,885
Receivables - related party
-
4,086
Loans receivable, film financing arrangements
-
-
Produced and licensed costs
( 875,000 )
( 1,200 )
Cash overdraft
-
( 21 )
Accounts payable and accrued expenses
( 13,418 )
87,568
Interest payable - related parties
( 12,332 )
4,183
Interest payable - EIDL loan
( 806 )
( 731 )
Deferred revenue
-
-
Net Cash Flows from Operating Activities
( 12,949 )
( 155,207 )
Cash Flows from Investing Activities:
Intangible assets
-
-
Net Cash Flows from Investing Activities
-
-
Cash Flows from Financing Activities:
Proceeds from issuance of note payable
-
-
Proceeds from debt borrowings - related parties
-
173,856
Repayment of debt borrowings - related parties
( 112,337 )
( 15,080 )
Proceeds from commercial line of credit
-
1,050
Repayments on commercial line of credit
-
-
Proceeds from note payable
172,500
-
Repayment of note payable
( 25,000 )
-
Proceeds from sale of Common Stock
-
-
Net Cash Flows from Financing Activities
35,163
159,826
Net Increase in Cash and Cash Equivalents
22,214
4,619
Cash and Cash Equivalents, Beginning of Period
124
-
Cash and Cash Equivalents, End of Period
$ 22,338
$ 4,619
Non-cash Financing and Investing Activities:
Notes payable converted to Common Stock
5,754
-
Financing costs paid in Common Stock
16,000
-
The
accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F- 5
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – Organization and Description of Business
American
Picture House Corporation (the “Company,” “we,” “APHP,” and “us”) was incorporated in
the State of Nevada on September 21, 2005, originally under the corporate name of Servinational, Inc. The Company subsequently changed
its name to Shikisai International, Inc. in November 2005 and then to Life Design Station, Intl., Inc. in August 2007. The Company changed
its state of domicile from Nevada to Wyoming on October 13, 2020. On December 4, 2020, the Company changed its name to American Picture
House Corporation. The Company’s year-end is December 31.
APHP
is an entertainment company focused on the development, packaging, financing and production of feature films and limited series. During
2025, the Company pivoted away from third-party consulting to concentrate on internally developed projects and selective strategic partnerships.
As of March 31, 2026, APHP’s project participation includes BARRON’S COVE, POSE, THIEVES HIGHWAY, PROTECTOR and MOTION.
BARRON’S COVE, POSE and THIEVES HIGHWAY were released in 2025; PROTECTOR was released in U.S. theaters on March
6, 2026; and MOTION remained in post-production during the quarter.
The
Company had no employees as of March 31, 2026 and continued to rely on consultants and other independent contractors for corporate operations
and project-level activities. The Company dissolved Devil’s Half-Acre, LLC and Ask Christine Productions, LLC on May 12, 2025.
NOTE
2 – Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and pursuant to the
rules and regulations of the Securities and Exchange Commission applicable to interim financial statements. In the opinion of management,
the interim financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the interim
periods presented. The results for the interim period are not necessarily indicative of the results to be expected for the full year
ending December 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the audited
financial statements and notes thereto for the year ended December 31, 2025.
Principles
of Consolidation
The
condensed consolidated financial statements include the accounts of American Picture House Corporation and its wholly owned subsidiaries,
Devil’s Half-Acre, LLC and Ask Christine Productions, LLC. All intercompany balances and transactions have been eliminated in consolidation.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the related disclosures of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those
estimates.
Cash
and Cash Equivalents
Cash
equivalents are short-term highly liquid investments with original maturities of three months or less when acquired.
F- 6
Accounts
Receivable
Accounts
receivable primarily consist of trade receivables due from customers for consulting services and from fees derived from licensing of
IP to content providers worldwide. As of March 31, 2026, accounts receivable was related to the BUFFALOED CAMA (see Assigned Rights
to feature film, BUFFALOED below) and collection service fees related to the Company’s contractual revenue collection rights
to BARRON’S COVE . As of December 31, 2025, 100 % of accounts receivable were due from collection service fees related to
the Company’s contractual revenue collection rights under Amendment No. 1, dated December 29, 2025, to the Company’s agreement
relating to BARRON’S COVE . Under that amendment, the Company is entitled to receive 100 % of Net Revenues until it has received
an aggregate of $ 1,150,000 (the “APHP Priority Amount”). Accordingly, the $ 1,150,000 accounts receivable balance reflects
the Company’s contractual priority receivable / collection right at year-end. There was no bad debt expense for the quarters ended
March 31, 2026 and 2025 and no additional allowance for doubtful accounts for the periods ended March 31, 2026 and December 31, 2025.
Schedule of Accounts Receivable
March 31, 2026
December 31, 2025
Accounts receivable, CAMA
$ 1,220
$ -
Accounts receivable, Collection Service Fees
120,596
1,150,000
Accounts receivable
$ 121,816
$ 1,150,000
Produced
and Licensed Content Costs
Capitalized
production costs, whether produced or acquired/licensed rights, include development costs, direct costs and production overhead, and
are subject to impairment evaluation when events or circumstances indicate the carrying value may not be recoverable. These amounts and
licensed content are included in “Produced and Licensed Content Costs” on the balance sheet as follows:
Schedule of Produced and Licensed Content Costs
March 31, 2026
December 31, 2025
Films in development and pre-production stage
$ 1,175,000
$ 300,000
Produced and licensed
content cost
$ 1,175,000
$ 300,000
BUFFALOED.
Completed Released In November 2022, the Company obtained certain limited rights to the feature film BUFFALOED from Bold Crayon,
Inc. (“BC”), including a secured position of a one million three hundred eighty-thousand-dollar ($ 1,380,000.00 USD) receivable
against the film’s revenues as per the film’s Cash Asset Management Agreement (“CAMA”) and a 35 % share of the
profits generated thereafter (“the BC Assets”). During the quarters ended March 31, 2026 and 2025, the Company reported revenues
of $ 1,220 and $ 0 , respectively, from the CAMA.
As
partial consideration for the BC Assets being acquired by APHP 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 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, 2025, BC was due to receive 20 Preferred Shares
of APHP. These Preferred Shares were issued to BC at the end of April 2025.
DEVIL’S
HALF-ACRE / ASK CHRISTINE, disposition of project rights. On March 11, 2025, the Company entered into an agreement pursuant to
which it assigned to the Company’s past president, Alfred John Luessenhop, Jr. (“Luessenhop”) all of the Company’s
and certain affiliated entities’ rights, title, and interest in the motion picture project DEVIL’S HALF-ACRE , and
assigned the screenplay and option agreement for ASK CHRISTINE , in each case effective upon completion of Luessenhop’s transfer
to the Company of 1,000,000 shares of the Company’s common stock (valued at $ 256,000 ). The Company also agreed to assign to Luessenhop
the Company’s rights under certain software license and cloud services agreements, subject to the terms of the agreement.
F- 7
BARRON’S
COVE. Completed; Released. APHP acquired a first-priority recoupment/loan position related to this title in August 2025. The
film was released in the U.S. on June 6, 2025 by Well Go USA. As reported by the producer/sales agent, a three-year U.S. streaming license
with Paramount+ was executed in early October 2025.
BARRON’S
COVE . Revenue collection and inter-party allocation. On December 29, 2025, the Company entered into Amendment No. 1 to its agreement
with SSS Entertainment, LLC (“SSS”), which sets forth inter-party revenue collection and allocation mechanics for amounts
actually received by the Company from exploitation of BARRON’S COVE. Under the amendment, the Company is entitled to receive
100% of Net Revenues until it has received an aggregate $ 1,150,000 , after which Net Revenues are allocated 85% to SSS and 15% to the
Company until SSS has received the specified recoupment amount, and thereafter 100% of subsequent Net Revenues are retained by the Company.
The amendment also provides for quarterly statements and inspection rights and requires remittance timing for amounts payable to SSS.
The amendment further acknowledges uncertainty relating to bankruptcy proceedings involving Yale Entertainment LLC and the potential
impact on enforcement, priority, or timing of collections.
POSE.
Completed Released . APHP earned an “in Association with” credit and holds an option to purchase a 24 % ownership position
through December 31, 2025, which would require an additional investment of $ 725,000 to exercise. As of September 30, 2025, the option
had not been exercised. The Company carried this asset at $ 300,000 as of September 30, 2025.
THIEVES
HIGHWAY. Completed Released . APHP earned an “In Association With” credits. The Company issued 250,000 shares to Mr.
Sanghani as consideration attributed to this title in Q4 2025.
PROTECTOR .
Completed Released. APHP earned an “In Association With” credits. The Company issued 250,000 shares to Mr. Sanghani as
consideration attributed to this title in Q4 2025.
MOTION .
In post-production . APHP anticipates co-producing and co-financing the film with SSS Entertainment.
Impairment
Assessment. Management reviews produced and licensed content costs for impairment when events indicate that the carrying amount may not
be recoverable.
Intangible
assets
The
Company’s intangible assets include in-service and under-development websites and licensed internal use software. The capitalized
costs of the Company’s websites placed into service were subject to straight-line amortization over a three-year period. Amortization
expense totaled $ 5,834 and $ 5,833 for the quarters ended March 31, 2026 and 2025, respectively.
Deferred
Revenue
Deferred
revenue represents the amount billed to clients that has not yet been earned, pursuant to agreements entered into in current and prior
periods. As of March 31, 2026 and December 31, 2025, total net deferred revenue was $ 50,000 and $ 50,000 , respectively. The $ 50,000 in
deferred revenue relates to the grant of a producer credit to a proposed film.
Revenues
and Costs from Services and Products – Historically, Company’s revenue comes from contracts with customers for
consulting services and from the licensing and distribution of film and other entertainment rights. The consulting services typically
relate to development of business strategy and monetization of intellectual property rights. The Company accounts for a contract with
a customer when there is an enforceable contract between the Company and the customer, the rights of the party are identified, the contract
has economic substance, and collectability of the contract is considered probable. Historically, the term of these consulting agreements
has been approximately three to six months in duration. The Company’s revenue is measured based on considerations specified in
the contract with each customer. Accounting Standards Codification (“ASC”) 606 allows for adoption of an “as invoiced”
practical expedient that allows companies to recognize revenue in the amount to which the entity has a right to invoice when they have
a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s
performance completed to date. The Company has elected to adopt this practical expedient with regards to its consulting services revenue.
Revenues for the three months ended March 31, 2026 and 2025 totaled $ 1,220 and $ 0 , respectively.
F- 8
Revenues
from Films and Licensed Rights , are calculated based on expected ultimate revenues estimated over a period not to exceed ten
years following the date of initial release of the motion picture. For an episodic television series, the period over which ultimate
revenues are estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five
years from the date of delivery of the most recent episode, if later. For titles included in acquired libraries, ultimate revenue includes
estimates over a period not to exceed twenty years following the date of acquisition.
Revenue
derived from the BUFFALOED CAMA totaled $ 1,220 and $ 0 for the quarters ended March 31, 2026 and 2025, respectively.
Fair
Value Measurements – The Company measures and discloses fair value in accordance with the ASC Topic 820, Fair Value
Measurements and Disclosures which defines fair value, establishes a framework and gives guidance regarding the methods used for measuring
fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in
pricing an asset or liability. As a basis for considering such assumptions there exists a three-tier fair-value hierarchy, which prioritizes
the input used in measuring fair value as follows:
Level
1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to
access as of the measurement date.
Level
2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly
observable through corroboration with observable market data.
Level
3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity
for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant
management judgment or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. The valuation
of the right to obtain control over affiliated company, right to acquire shares of other companies, contingent consideration to be paid
upon achieving of performance milestone, certain convertible bridge loans (following the maturity date and thereafter) and certain freestanding
stock warrants and bifurcated convertible feature of convertible bridge loans issued to the units’ owners, fall under this category.
This
hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining
fair value.
The
fair value of cash and cash equivalents is based on its demand value, which is equal to its carrying value. Additionally, the carrying
value of all other short- term monetary assets and liabilities are estimated to be equal to their fair value due to the short-term nature
of these instruments.
Valuation
of Long-Lived Assets – The Company evaluates whether events or circumstances have occurred which indicate that the carrying
amounts of long-lived assets (principally produced and licensed content costs) may be impaired or not recoverable. The significant
factors that are considered that could trigger an impairment review include: changes in business strategy, market conditions, or the
manner of use of an asset; underperformance relative to historical or expected future operating results; and negative industry or economic
trends. In evaluating an asset for possible impairment, management estimates that asset’s future undiscounted cash flows and appraised
values to measure whether the asset is recoverable. The Company measures the impairment based on the projected discounted cash flows
of the asset over its remaining life.
F- 9
Stock-Based
Compensation – The Company follows U.S. GAAP, which requires all stock-based compensation to employees, including the grant
of employee stock options, to be recognized in the statement of operations based on its fair value. Awards outstanding are accounted
for using the accounting principles originally applied to the award. The expense associated with share-based compensation is recognized
on a straight-line basis over the service period of each award. Refer to Note 6 for additional information related to this stock-based
compensation plan.
Income
taxes
The
Company accounts for income taxes under FASB ASC 740, “ Accounting for Income Taxes” . Under FASB ASC 740, deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. FASB ASC 740-10-05, “ Accounting for Uncertainty in Income Taxes” prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities.
The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate
settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or
circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability
under audit.
Net
Loss Per Share
Basic
net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common
shares outstanding during the period. Diluted net loss per common share reflects the potential dilution from common stock equivalents
only to the extent they are not anti-dilutive. For the quarter ended March 31, 2026, potentially dilutive securities included Series
A preferred shares and outstanding stock options.
Schedule of Anti-dilutive Securities Excluded from Computation of Weighted Average Common Shares Outstanding
March 31, 2026
December 31, 2025
Convertible Preferred Stock
383,900,000
383,900,000
Stock options
3,833,471
3,833,471
387,733,471
387,733,471
Segment
Information
The
Company operates as one reportable segment. The Company’s Chief Executive Officer serves as the chief operating decision maker.
Recently
Issued Accounting Pronouncements
Management
has evaluated recently issued accounting pronouncements through the filing date of this Quarterly Report and determined that none are
expected to have a material impact on the Company’s condensed consolidated financial statements, except as may be described in
a finalized quarter-end memo.
NOTE
3 – Liquidity and Going Concern
The
accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern.
As of March 31, 2026, the Company had a working capital deficit of approximately $ 1,452,000 ,
an accumulated deficit of $ 7,997,633 ,
and cash and cash equivalents of approximately $ 22,000 .
These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the
date the financial statements are issued.
Management’s
current plan to address these conditions includes continued project monetization efforts, borrowings from related parties or third parties,
equity issuances or equity-linked financings, and disciplined management of operating expenditures. During the first quarter of 2026,
the Company entered into a convertible note financing with Labrys Fund II, L.P. and also continued to implement project-level arrangements
with SSS Entertainment, LLC. There can be no assurance that these efforts will be successful.
F- 10
Under
related transfer agent instructions, the Company authorized its transfer agent to reserve an initial 12,000,000 shares of common stock
for potential issuance upon conversion and to adjust the reserve from time to time consistent with the note’s terms and limitations.
The note’s conversion price is based on a discount to market prices over a specified trading-day lookback period, and conversions
are subject to beneficial ownership limitations. During the quarter ended March 31, 2026, Labrys converted $ 5,754 of principal together
with $ 1,750 for fees, $ 7,504 in total, into 162,600 shares of Common Stock at a conversion price of $ 0.04615 per share of Common Stock.
NOTE
4 – Notes Payable
Economic
Injury Disaster Loan
The
Company’s EIDL obligation had a carrying value of $ 149,900 at December 31, 2025, with accrued interest of $ 6,086 . The loan bears
interest at 3.75 % per annum and is secured by substantially all of the Company’s tangible and intangible assets. Insert the March
31, 2026 accrued interest and current/non-current presentation analysis.
Commercial
Line of Credit
The
American Express line of credit balance was $ 97,905 at March 31, 2026 and December 31, 2025. Borrowings bear interest at rates ranging
from approximately 16.09 % to 34.3 % and are personally guaranteed by Mr. MacGregor.
Convertible
note financing (Labrys Fund II)
On
January 20, 2026, the Company entered into a securities purchase agreement with Labrys Fund II, L.P. (“Labrys”) pursuant
to which the Company issued a 10 % promissory note in the aggregate principal amount of $ 172,500 (which includes an original issue discount
of $ 22,500 ) in exchange for a cash purchase price of $ 150,000 . The note has a twelve-month maturity from the issue date and contains
conversion features subject to the note’s terms and limitations. As additional consideration, the Company agreed to issue 200,000
shares of common stock as commitment shares. The purchase price was disbursed such that $ 114,000 was wired to the Company, $ 7,500 was
paid to the placement agent (Enclave Capital LLC) for the Company’s benefit, $ 25,000 was directed to the investor for repayment
of a portion of a prior promissory note, and $ 3,500 was withheld for the investor’s legal fees.
During
the quarter ended March 31, 2026, Labrys converted $ 5,754 of principal together with $ 1,750 for fees, $ 7,504 in total, into 162,600 shares
of Common Stock at a conversion price of $ 0.04615 per share of Common Stock.
NOTE
5 – Related Party Debt and Interest
Note
Payable – Mr. MacGregor
During
the quarter ended March 31, 2026, the Company borrowed $ 0
from and repaid $ 112,337
of principal and $ 18,300 of accrued interest to Mr. MacGregor pursuant to a 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
Noah
Morgan Private Family Trust Loan Agreement (“NMPFT”)
During
the quarter ended March 31, 2026, Company did no t borrow or repay any loan principal from a family trust related to Mr. MacGregor pursuant
to a 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. $ 200,000 of these loan proceeds were used to fund the senior mezzanine loan to Barron’s
Cove Movie, LLC.
NOTE
6 – Equity and Stock-Based Compensation
Authorized
Capital. The Company has 1,000,000,000 common shares authorized and 1,000,000 preferred shares authorized, of which 100,000 are designated
as Series A Convertible Preferred Stock.
Common
and Preferred Shares. As of March 31, 2026 and December 31, 2025, the Company had 113,761,925 and 113,399,325 common shares and 3,839
Series A preferred shares issued and outstanding. As of May 13, 2026, the Company disclosed 113,761,925 common shares and 3,839 Series
A preferred shares issued and outstanding.
Labrys
Commitment Shares. In connection with the January 20, 2026 Labrys financing, the Company agreed to issue 200,000 shares of common stock
as commitment shares.
During
March 2026, Labrys converted $ 5,754 of principal together with $ 1,750 for fees, $ 7,504 in total, into 162,600 shares of Common Stock
at a conversion price of $ 0.04615 per share of Common Stock.
Stock
Options. As of March 25, 2026, 3,833,471 stock options remained outstanding and exercisable.
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NOTE
7 – Commitments and Contingencies
Legal
Proceedings. The Company disclosed in its Annual Report on Form 10-K that demands for arbitration were submitted to JAMS in Jonathan
Sanger v. American Picture House Corporation (JAMS Case No. 5220010741) and Michael Jones v. American Picture House Corporation (JAMS
Case No. 5220010727), with JAMS advising that the Jones matter had been consolidated with the Sanger-caption matter. The Company disputes
the claims asserted and reserves all rights, objections and defenses, including with respect to commencement, service and arbitrability.
Based on information currently available, management could not conclude that a loss was probable or reasonably estimable.
NOTE
8 – Related Party Transactions
The following is a summary of related party transactions for the three months ended March 31, 2026 and 2025:
CEO
salary waiver; standstill on preferred transfers/conversions. On December 31, 2025, Mr. MacGregor, the Company’s Chief Executive
Officer and controlling stockholder, delivered a letter to the Company’s Board confirming that he is waiving any cash salary effective
January 1, 2025 through March 31, 2026, unless the Board expressly approves otherwise in a written resolution executed after the date
of the letter. The letter also confirms that, during the same period, Mr. MacGregor will not sell, transfer, pledge, or otherwise dispose
of any of his preferred shares and will not convert any preferred shares into common stock, except as required by operation of law or
pursuant to a written Board-approved exception documented in advance.
Professional
fees/ related party. During the quarters ended March 31, 2026 and March 31, 2025, the Company incurred approximately $ 0 and $ 45,000 ,
respectively, of professional fees to a legal firm affiliated with a former member of the Company’s Board of Directors. At March
31, 2026 and December 31, 2025, the Company had approximately $ 136,000 and $ 146,000 , respectively, included in accounts payable and accrued
expenses owed to the legal firm.
Board
consulting arrangements. During the quarters ended March 31, 2026 and March 31, 2025, the Company had consulting services relationships
with members of the Board of Directors whereby they were compensated a total of $ 0 and $ 15,000 , respectively. As of December 31, 2025
and 2024, $ 0 and $ 0 , respectively, were accrued and unpaid with respect to such consulting arrangements. The consulting services were
provided as requested by management and could be terminated at any time without penalty. During the first quarter of 2025, amounts totaling
$ 15,000 were paid to Mr. MacGregor; however, at Mr. MacGregor’s direction, such amounts were applied as partial repayment of indebtedness
owed by the Company to him and were not treated as compensation.
Loans/Mr.
MacGregor. During the quarter ended March 31, 2026, the Company borrowed $ 0 from and repaid $ 112,337 to Mr. MacGregor pursuant to
a master loan agreement. The master loan agreement accrues interest at a rate of 4.4 % and is payable in a lump sum upon maturity. The
note is not convertible. As of March 31, 2026, the Company owed $ 225,872 of principal and $ 727 of accrued interest on this note. As of
December 31, 2025, the Company owed $ 338,209 of principal and $ 16,676 of accrued interest on this note.
Loans/family
trust related to Mr. MacGregor. During the quarter ended March 31, 2026, the Company borrowed $ 0 from and repaid $ 0 to a family trust
related to Mr. MacGregor pursuant to a master loan agreement. The master loan agreement accrues interest at a rate of 4.4 % and is payable
in a lump sum upon maturity. The 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 of March 31, 2026, the Company owed $ 309,000 of principal and $ 29,141 of accrued interest on this
note. As of December 31, 2025, the Company owed $ 309,000 of principal and $ 25,524 of accrued interest on this note.
NOTE
9 – Subsequent Events
Management
has evaluated subsequent events through the date these condensed consolidated financial statements are issued.
Professional
fee discussions. During the quarter ended March 31, 2026, the Company and Aldous PLLC engaged in discussions regarding outstanding
professional fees and entered into a tolling and standstill agreement effective March 1, 2026 to facilitate those discussions. Draft
settlement documentation, including a proposed settlement amount of $ 103,598.52 , was circulated, but no final settlement agreement was
executed during the quarter.
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