UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2026
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION
FILE NO. 000-56586
American
Picture House Corporation
(Exact
name of registrant as specified in its charter)
Wyoming
7812
85-4154740
(State
or another jurisdiction
of
incorporation)
(Primary
Standard Industrial
Classification Code Number)
(I.R.S.
Employer
Identification
No.)
477
Madison Avenue, 6th Floor
New
York , NY 10022
1-877 - 416-5558
(Address
and telephone number of registrant’s executive office)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
None
N/A
N/A
Securities
registered pursuant to Section 12(g) of the Act: Common Stock
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller
reporting company ☒ Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As
of August 13, 2026, the Registrant had 114,691,925 shares of common stock issued and outstanding.
AMERICAN
PICTURE HOUSE CORPORATION
FORM
10-Q
FOR
THE QUARTER ENDED JUNE 30, 2026
TABLE
OF CONTENTS
GENERAL
AND WHERE YOU CAN FIND MORE INFORMATION
1
PART
I FINANCIAL INFORMATION
F-1
ITEM
1. FINANCIAL STATEMENTS (unaudited)
F-1
CONDENSED
CONSOLIDATED BALANCE SHEETS – JUNE 30, 2026 AND DECEMBER 31, 2025
F-2
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS – THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
F-3
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) – THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
F-4
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS – SIX MONTHS ENDED JUNE 30, 2026 AND 2025
F-5
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-6
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
2
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
4
ITEM
4. CONTROLS AND PROCEDURES
4
PART
II OTHER INFORMATION
5
ITEM
1. LEGAL PROCEEDINGS
5
ITEM
1A. RISK FACTORS
5
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
5
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
5
ITEM
4. MINE SAFETY DISCLOSURES
5
ITEM
5. OTHER INFORMATION
5
ITEM
6. EXHIBITS
5
SIGNATURES
6
GENERAL
AND WHERE YOU CAN FIND MORE INFORMATION
Unless
otherwise indicated, all references to the “Company,” “we,” “our,” and “APHP” refer to
American Picture House Corporation, a Wyoming corporation. References to “revenues” refer to net revenues. References to
“U.S. dollars,” “dollars,” “U.S.$” and “$” are to the lawful currency of the United States
of America.
1
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements.
AMERICAN
PICTURE HOUSE CORPORATION
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2026
INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed
Consolidated Balance Sheets, June 30, 2026 and December 31, 2025
F-2
Condensed
Consolidated Statements of Operations, for the three and six months ended June 30, 2026 and 2025
F-3
Condensed
Consolidated Statements of Changes in Stockholders’ Equity (Deficit), for the three and six months ended June 30, 2026 and
2025
F-4
Condensed
Consolidated Statements of Cash Flows, for the six months ended June 30, 2026 and 2025
F-5
Notes
to Condensed Consolidated Financial Statements
F-6
F- 1
AMERICAN
PICTURE HOUSE CORPORATION
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, 2026
December 31, 2025
ASSETS
Current Assets
Cash and cash equivalents
$ -
$ 124
Accounts receivable
121,816
1,150,000
Prepaid expenses
6,681
28,375
Receivable - related party
-
-
Total Current Assets
128,497
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 $ 54,250 and $ 42,583 as of June 30, 2026 and
December 31, 2025, respectively.
15,750
27,417
TOTAL ASSETS
1,319,247
1,505,916
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Cash overdraft
767
-
Accounts payable and accrued expenses
649,128
655,163
Deferred revenue, current portion
50,000
50,000
Interest payable - related party
35,546
42,200
Interest payable - EIDL loan
5,220
6,086
Note payable
287,996
115,000
Note payable - related party
519,525
647,209
Note payable
519,525
647,209
Commercial Line of Credit
97,905
97,905
Total Current Liabilities
1,646,087
1,613,563
Economic injury disaster loan, non-current
149,900
149,900
Total Liabilities
1,795,987
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 June 30, 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 June 30, 2026 and December 31, 2025, respectively.
-
-
Additional paid in capital
7,580,975
7,557,507
Accumulated deficit
( 8,069,091 )
( 7,826,394 )
Total Stockholders’ Equity (Deficit)
( 476,740 )
( 257,547 )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
$ 1,319,247
$ 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)
Three
months ended June 30,
Six
months ended June 30,
2026
2025
2026
2025
Revenues
$ -
$ -
$ 1,220
$ -
Cost of revenues
-
-
-
-
Gross profit
-
-
1,220
-
Operating Expenses:
General and administrative
56,481
750,406
169,137
1,225,863
Research and development
-
-
-
-
Sales
and marketing
2,204
1,369
3,786
1,830
Total
Operating Expenses
58,685
751,775
172,923
1,227,693
Net Operating Loss
( 58,685 )
( 751,775 )
( 171,703 )
( 1,227,693 )
Other Income (Expenses):
Interest income
-
44
-
44
Interest
expense
( 12,773 )
( 8,897 )
( 70,994 )
( 21,816 )
Net
Other Income (Expenses)
( 12,773 )
( 8,853 )
( 70,994 )
( 21,772 )
Loss before income taxes
( 71,458 )
( 760,628 )
( 242,697 )
( 1,249,465 )
Income taxes
-
-
-
-
Net loss
$ ( 71,458 )
$ ( 760,628 )
$ ( 242,697 )
$ ( 1,249,465 )
Net loss per common share - Basic and Diluted
$ ( 0.00 )
$ ( 0.01 )
$ ( 0.00 )
$ ( 0.01 )
Weighted average shares used in per share computation - Basic and Diluted
113,563,498
112,421,303
113,662,712
112,410,314
The
accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F- 3
AMERICAN
PICTURE HOUSE CORPORATION
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For
the six months ended June 30, 2026 and 2025
(Unaudited)
Common Stock
Preferred Stock
Additional
Paid In
Accumulated
Total
Stockholders’
Equity
Shares
Par
Value
Shares
Amount
Capital
Deficit
(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 issued for services
500,000
50
20
-
109,950
-
110,000
Stock option compensation
-
-
-
-
73,035
-
73,035
Net Loss
-
-
-
-
-
( 760,628 )
( 760,628 )
Balance, June 30, 2025
112,899,325
$ 11,290
3,839
$ -
$ 7,424,022
$ ( 8,541,419 )
$ ( 1,106,107 )
Common
Stock
Preferred
Stock
Additional
Paid
In
Accumulated
Total
Stockholders’ Equity
Shares
Par
Value
Shares
Amount
Capital
Deficit
(Deficit)
Balance, December 31, 2025
113,399,325
$ 11,340
3,829
$ -
$ 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
3,829
$ -
$ 7,580,975
$ ( 7,997,633 )
$ ( 405,282 )
Net Loss
-
-
-
-
-
( 71,458 )
( 71,458 )
Balance, June 30, 2026
113,761,925
$ 11,376
3,829
$ -
$ 7,580,975
$ ( 8,069,091 )
$ ( 476,740 )
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)
Six months
ended June 30,
2026
2025
Cash Flows from Operating Activities:
Net Income (Loss)
$ ( 242,697 )
$ ( 1,249,465 )
Adjustments to Reconcile
Net Income (Loss) to Net Cash Flows from Operating Activities:
Reserve for uncollectible
receivable
-
196,200
Expiration of produced
and licensed costs
-
150,834
Stock option expense
-
306,030
Commons stock issued for
services
-
110,000
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
11,667
11,667
Change in operating assets
and liabilities:
Accounts receivable
1,028,184
29,674
Prepaid expenses
21,694
( 14,767 )
Receivables - related party
-
4,086
Loans receivable, film
financing arrangements
-
-
Produced and licensed costs
( 875,000 )
( 1,200 )
Cash overdraft
767
( 21 )
Accounts payable and accrued
expenses
( 6,035 )
248,453
Interest payable - related
parties
( 6,654 )
10,523
Interest payable - EIDL
loan
( 866 )
( 4,144 )
Deferred
revenue
-
-
Net Cash Flows from Operating
Activities
( 51,190 )
( 244,772 )
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
2,626
259,906
Repayment of debt borrowings
- related parties
( 130,310 )
( 15,080 )
Proceeds from commercial
line of credit
-
1,050
Repayments on commercial
line of credit
-
-
Proceeds from note payable
203,750
-
Repayment of note payable
( 25,000 )
-
Proceeds
from sale of Common Stock
-
-
Net Cash Flows from Financing
Activities
51,066
245,876
Net Increase in Cash and Cash Equivalents
( 124 )
1,104
Cash and Cash Equivalents,
Beginning of Period
124
-
Cash and Cash Equivalents,
End of Period
$ -
$ 1,104
$ -
Non-cash Financing and Investing Activities:
Notes payable converted
to Common Stock
5,754
-
Financing costs paid in
Common Stock
23,504
-
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 June 30, 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; THE LAST TEMPTATION OF BECKY (“ BECKY III ”) and MOTION both were in post-production.
The
Company had no employees as of June 30, 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. Checks issued in
excess of available bank balances are classified as a book overdraft within accounts payable and accrued expenses.
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 June 30, 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”). There was no bad debt expense for the three and six months ended
June 30, 2026 and 2025 and no additional allowance for doubtful accounts for the periods ended June 30, 2026 and December 31, 2025.
Schedule of Accounts Receivable
June
30, 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
F- 6
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
June
30, 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 three months ended June 30, 2026 and 2025, the Company
reported revenues of $ 0
and $ 0 ,
respectively, from the CAMA. During the six months ended June 30, 2026 and 2025, the Company reported revenues of $ 1,220
and $ 0 ,
respectively, from the CAMA.
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 further acknowledges uncertainty relating to bankruptcy proceedings involving Yale Entertainment LLC and the potential impact
on enforcement, priority, or timing of collections.
POSE .
The Company’s POSE arrangement was restructured pursuant to the Multi-Film Investment and Compensation Agreement with
SSS effective January 27, 2026.
THIEVES
HIGHWAY . Completed; Released. APHP earned an “In Association With” credit.
PROTECTOR .
Completed; Released. APHP earned an “In Association With” credit; PROTECTOR was released in U.S. theaters on March
6, 2026.
LAST
TEMPTATION OF BECKY. Completed; not yet released. On May 26, 2026, the Company entered into a Master Investment and Co-Production
Agreement with Becky III The Movie LLC and Russell Posternak (executed June 3, 2026) relating to the motion picture The Last Temptation
of Becky (referred to in the agreement as “BECKY 3”). Under the agreement, the Company is entitled to a $360,000 senior equity
recoupment preference, a participation in distribution fees, and related co-production and credit rights, in consideration of 250,000
shares of common stock and options to purchase 300,000 shares of common stock at an exercise price of $0.20 per share. The shares and
options were issued on August 6, 2026; accordingly, no amount attributable to this title is included in produced and licensed content
costs at June 30, 2026. See Note 9 – Subsequent Events. The picture had its world premiere at the Fantasia International Film Festival
in Montreal on July 25, 2026 and is to be distributed by Quiver Distribution. As of the date of this report, no theatrical release date
had been announced and the Company had collected no amounts in respect of its senior equity recoupment preference.
MOTION.
In post-production. Pursuant to the Multi-Film Investment and Compensation Agreement with SSS Entertainment, LLC effective January
27, 2026, the Company agreed to provide a $500,000 funding amount relating to MOTION in exchange for an assigned economic interest attributable
to such funding. The Company satisfied this funding obligation during the six months ended June 30, 2026 on a non-cash basis, and the
related content interest is included in produced and licensed content costs at June 30, 2026. The Company is entitled to a production
company credit pursuant to applicable agreements. As of the date of this report, no release date had been announced.
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 $ 5,833 and $ 5,833 for the three months ended June 30, 2026 and 2025, respectively. Amortization expense totaled $ 11,667
and $ 11,667 for the six months ended June 30, 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 June 30, 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
The
Company’s revenue is derived from contracts with customers for consulting services and from the licensing and distribution of film
and other entertainment rights. The Company has elected the ASC 606 “as invoiced” practical expedient with respect to its
consulting services revenue. Revenue from films and licensed rights, including amounts received under cash asset management arrangements,
is recognized when collection is deemed probable; ultimate revenues are estimated over a period not to exceed ten years following the
date of initial release of the motion picture. Cost of revenues includes only those costs directly related to the services rendered.
Revenues totaled $ 0 and $ 0 for the three months ended June 30, 2026 and 2025, respectively, and $ 1,220 and $ 0 for the six months ended
June 30, 2026 and 2025, respectively. All revenue recognized during the three and six months ended June 30, 2026 and 2025 was derived
from film and licensed rights arrangements; the Company had no consulting services revenue in either period. Contract liabilities consist
solely of deferred revenue as disclosed above; the Company had no contract assets at June 30, 2026 or December 31, 2025.
Fair
Value Measurements
The
Company measures and discloses fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. 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. The three-tier fair-value hierarchy prioritizes the inputs used in measuring fair
value: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – observable inputs
other than quoted prices; and Level 3 – unobservable inputs. The carrying value of cash and cash equivalents and all other short-term
monetary assets and liabilities are estimated to approximate 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, and measures impairment based on the projected discounted cash
flows of the asset over its remaining life.
F- 7
Stock-Based
Compensation
The
Company follows U.S. GAAP, which requires all stock-based compensation, including the grant of employee stock options, to be recognized
in the statement of operations based on its fair value, recognized on a straight-line basis over the service period of each award. Refer
to Note 6 for additional information.
Income
taxes
The
Company accounts 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, measured using enacted tax rates. A tax position must be more-likely-than-not to be sustained upon examination for the related
benefit to be recognized. The Company assesses its uncertain tax positions quarterly.
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 three and six months ended June 30, 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
June
30, 2026
December
31, 2025
Convertible Preferred Stock
383,900,000
383,900,000
Stock options
3,583,471
3,833,471
387,483,471
387,733,471
In addition to the securities presented above, at
June 30, 2026 the Company had outstanding convertible notes payable under which shares of common stock may be issued upon conversion.
Because the conversion price is variable and is determined by reference to the market price of the Company’s common stock at the time
of conversion, the number of shares issuable upon conversion is not determinable as of the reporting date and has therefore not been
included in the table. The Company has reserved an initial 12,000,000 shares of common stock for potential issuance upon conversion of
the notes, subject to adjustment in accordance with their terms. See Note 4.
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 June 30, 2026, the Company had a working capital deficit of approximately $ 1.5 million, an accumulated deficit of $ 8.1 million, and
had no cash on hand and a book overdraft of $ 767 . 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. There can be no assurance that these
efforts will be successful.
NOTE
4 – Notes Payable
Economic
Injury Disaster Loan
The
Company’s EIDL obligation had a carrying value of $ 149,900 at June 30, 2026, with accrued interest of $ 5,220 . 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.
Commercial
Line of Credit
The
American Express line of credit balance was $ 97,905 at June 30, 2026 and $ 97,905 at 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), $ 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. There were no additional borrowings under this note during the quarter
ended June 30, 2026.
During
the six months ended June 30, 2026, Labrys converted $ 7,504
of principal (and fees) into 162,000
shares of Common Stock at a conversion price of $ 0.04615
per share of Common Stock. There were no principal conversions
during the quarter ended June 30, 2026.
Subsequent to June 30, 2026, the 200,000 commitment
shares issued in connection with the January 20, 2026 financing ceased to be held in restricted book-entry form with the Company’s transfer
agent and became available for resale.
F- 8
Convertible
note financing (Quick Capital, LLC)
On
April 17, 2026, the Company entered into a securities purchase agreement with Quick Capital, LLC (“Quick”) pursuant to which
the Company issued a 12 % promissory note in the aggregate principal amount of $ 31,250 (which includes an original issue discount of $ 22,500 )
in exchange for a cash purchase price of $ 23,000 . The note has a twelve-month maturity from the issue date and contains conversion features
subject to the note’s terms and limitations. The purchase price was disbursed such that $ 23,000 was wired to the Company, $ 2,000 was paid to the placement
agent (Enclave Capital LLC), and $ 2,500 was withheld for the investor’s legal fees.
During
the six months ended June 30, 2026, Labrys converted $ 7,504 of principal (and fees) into 162,000 shares of Common Stock at a conversion
price of $ 0.04615 per share of Common Stock. There was no principal conversions during the quarter ended June 30, 2026.
NOTE
5 – Related Party Debt and Interest
Note
Payable – Mr. MacGregor
During
the three months ended June 30, 2026, the Company borrowed $ 2,626 from and repaid $ 17,973 of principal to Mr. MacGregor pursuant to a
master loan agreement. During the six months ended June 30, 2026, the Company borrowed $ 2,626 from and repaid $ 130,310 of principal 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. This note is not convertible. As of June 30, 2026, the Company owed $ 210,525 of principal and $ 2,788 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.
Noah
Morgan Private Family Trust Loan Agreement (“NMPFT”)
During
the six months ended June 30, 2026, the Company did not borrow or repay any principal from the family trust. The master note agreement
accrues interest at a rate of 4.4 % due and payable in a lump sum upon maturity. 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 of June 30, 2026, the Company owed $ 309,000
of principal and $ 32,758 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
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 June 30, 2026 and December 31, 2025, the Company had 113,761,925
and 113,399,325
common shares and 3,839
and 3,839
Series A preferred shares issued and outstanding. As of August 13, 2026, the Company had 114,691,925 common shares and 3,839 Series A
preferred shares issued and outstanding.
Share Issuances Subsequent to June 30,
2026. On August 6, 2026, the Company issued an aggregate of 930,000
shares of common stock, consisting of 250,000
shares issued in connection with the BECKY 3 Master Investment and Co-Production Agreement described in Note 9. Additionally, 680,000
shares were issued to three holders as described in Note 9. All such shares were issued as restricted securities bearing customary
restrictive legends. As of August 13, 2026, the Company had 114,691,925
shares of common stock issued and outstanding.
Option grants to SSS Entertainment. The Multi-Film
Investment and Compensation Agreement with SSS Entertainment, LLC contemplates the grant of nonqualified stock options to purchase an
aggregate of 2,500,000 shares of common stock at an exercise price of $ 0.20 per share to Shaun Sanghani or his designees, assigns or nominees,
subject to Board and/or committee approval, availability under the Company’s equity incentive plan, and execution of applicable award
documentation. As of June 30, 2026, no such options had been granted, no grant date had been established for accounting purposes, and
no compensation cost had been recognized. Effective July 1, 2026, the Board of Directors approved the grant of options to purchase an
aggregate of 700,000 shares to four designees. The remaining 1,800,000 options contemplated by the agreement have not been approved or
granted. See Note 9.
Stock
Options. As of June 30, 2026 and December 31, 2025, 3,583,471
and 3,833,471 stock options,
respectively, remained outstanding and exercisable. On August 6, 2026, the Company granted options to purchase 300,000 shares of common stock at an exercise price of
$ 0.20 per share, with a term expiring May 26, 2028, in connection with the BECKY 3 Master Investment and Co-Production Agreement
described in Note 9. Those options become exercisable only in proportion to the Company’s actual collection of its $ 360,000 senior equity
recoupment entitlement, at a ratio of one option share for each $ 1.20 collected. No amounts had been collected as of the date of this
report, and accordingly none of those options were exercisable.
The Company also granted options to purchase an aggregate of 700,000 shares
of common stock effective July 1, 2026 to designees of SSS Entertainment, LLC. See Note 9.
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.
BECKY 3 Master Investment and Co-Production
Agreement. Effective May 26, 2026, and executed on June 3, 2026, the Company entered into a Master Investment and Co-Production Agreement
and related ancillary agreements with Russ Posternak and Becky III The Movie LLC with respect to the motion picture BECKY 3 . The
Company is not obligated to fund any cash under the agreement. The Company is treated for economic purposes as having made a $ 300,000
senior equity investment in the picture, entitling it to recoup $ 360,000 out of the picture waterfall on a senior equity basis, pari passu
with up to $ 300,000 of other senior equity, together with a distribution fee corridor participation, a participation in the producer’s
future BECKY -related producer fees and backend, and an assignment of certain collateral recovery rights. As consideration, the
Company agreed to issue 250,000 shares of common stock and to grant two-year options to purchase 300,000 shares of common stock at an
exercise price of $ 0.20 per share, which options become exercisable proportionally as the Company collects its $ 360,000 recoupment entitlement.
At June 30, 2026, the Company’s obligation to issue those securities remained subject to approval by the Company’s Board of Directors
and other conditions precedent, and accordingly no shares had been issued, no options had been granted, and no amounts had been recorded
in the accompanying condensed consolidated financial statements. The conditions were satisfied on August 6, 2026. See Note 9.
F- 9
NOTE
8 – Related Party Transactions
The
following is a summary of related party transactions for the three and six months ended June 30, 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, and confirming a standstill on the sale, transfer, pledge, or conversion of his preferred
shares during the same period. MacGregor has extended the salary waiver and preferred standstill until at least June 30,
2026.
Professional
fees / related party. During the three and six months ended June 30, 2025, the Company incurred approximately $ 45,000 and $ 90,000 ,
respectively, of professional fees to a legal firm affiliated with a former member of the Company’s Board of Directors. No services
were rendered by the legal firm during the first six months of 2026. At June 30, 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 three months ended June 30, 2026 and 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. During the six months ended
June 30, 2026 and 2025, the Company had consulting services relationships with members of the Board of Directors whereby they were compensated
a total of $ 0 and $ 30,000 , respectively. The consulting services were provided as requested by management and could be terminated at
any time without penalty.
Loans
/ Mr. MacGregor and family trust. See Note 5 for related-party note balances and activity.
Director share purchase. Subsequent to June
30, 2026, a member of the Board of Directors purchased shares of the Company’s common stock from the Company for cash. See Note 9.
NOTE
9 – Subsequent Events
Management
has evaluated subsequent events through the date these condensed consolidated financial statements are issued.
Professional
fee discussions (Aldous PLLC). During the quarter ended June 30, 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. Draft settlement documentation,
including a proposed settlement amount of $ 103,598.52 , was circulated, but no final settlement agreement was executed during the quarter.
BECKY 3, Board approval, share issuance
and option grant. On August 6, 2026, the Company’s Board of Directors approved the Master Investment and Co-Production Agreement described
in Note 7 and the issuance of securities thereunder. On the same date, the Company issued 250,000 shares of common stock to the producer
as consideration for the credits and branding rights granted to the Company, and granted options to purchase 300,000 shares of common
stock at an exercise price of $ 0.20 per share, with a two-year term expiring May 26, 2028. The options become exercisable in proportion
to the Company’s actual collection of its $ 360,000 senior equity recoupment entitlement, at a ratio of one option share for each $ 1.20
collected, and are subject to a cashless exercise feature. The shares and options were issued and granted in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated
thereunder. The Company received no cash consideration and paid no cash in connection with the transaction.
F- 10
The 250,000 shares issued were measured at the closing
price of the Company’s common stock on the OTCQB Marketplace on August 6, 2026 of $ 0.12 per share, resulting in aggregate consideration
of $ 30,000 . That amount will be recognized as promotional expense in the third quarter of 2026. The Company’s determination of fair value
for financial reporting purposes is made by the Company in accordance with U.S. GAAP.
The 300,000 options were valued using the Black-Scholes
option pricing model, resulting in an aggregate grant date fair value of approximately $ 14,000 . The valuation used the following assumptions:
a stock price of $ 0.12 per share, an exercise price of $ 0.20 per share, an expected term of 1.8 years, representing the remaining contractual
term of the award, which the Company has elected to use as the expected term for nonemployee awards, expected volatility of 100 %, a risk-free
interest rate of 4.2 %, and no expected dividends. Because the options become exercisable only upon the Company’s collection of the senior
equity recoupment entitlement, which management has assessed as a performance condition that is not currently probable of achievement,
no expense has been recognized with respect to the options.
Premiere of THE LAST TEMPTATION OF BECKY .
On July 25, 2026, the motion picture referred to in the Master Investment and Co-Production Agreement as BECKY 3 had its world
premiere at the Fantasia International Film Festival in Montreal. The picture is to be distributed by Quiver Distribution. As of the date
of this report, no theatrical release date had been announced and the Company had collected no amounts in respect of its senior equity
recoupment entitlement.
Option grants to SSS Entertainment designees.
Effective July 1, 2026, the Company granted nonqualified stock options to purchase an aggregate of 700,000 shares of common stock, consisting
of 175,000 options to each of four designees of SSS Entertainment, LLC, at an exercise price of $ 0.20 per share, pursuant to the Multi-Film
Investment and Compensation Agreement described in Note 2. The options expire January 27, 2028. The aggregate grant date fair value, determined
using the Black-Scholes option pricing model, was approximately $ 29,000 , which will be recognized in the third quarter of 2026. The valuation
used the following assumptions: a stock price of $ 0.12 per share, an exercise price of $ 0.20 per share, an expected term of 1.6 years,
representing the remaining contractual term of the award, expected volatility of 100 %, a risk-free interest rate of 4.2 %, and no expected
dividends. The remaining 1,800,000 options contemplated by that agreement have not been approved by the Board of Directors and have not
been granted; accordingly, no grant date has been established and no cost has been recognized with respect to them.
Other share issuances. On August 6, 2026, in
addition to the shares described above, the Company issued an aggregate of 680,000 shares of common stock. Of that amount, 600,000 shares
were sold to two purchasers for cash at a price of $ 0.10 per share, for aggregate gross proceeds to the Company of $ 60,000 , and 80,000
shares were issued to a third holder as compensation for services rendered to the Company. Of the shares sold for cash, 500,000 shares,
for aggregate proceeds of $ 50,000 , were purchased by Timothy Battles, a member of the Company’s Board of Directors. The purchase price
was approved by the Board of Directors with Mr. Battles abstaining and reflects a discount from the quoted closing price of the Company’s
common stock on August 6, 2026 of $ 0.12 per share, determined by the Board to reflect the restricted nature of the shares, which are subject
to a holding period under Rule 144 and bear customary restrictive legends. The shares issued for services were measured at the closing
price of the Company’s common stock on the OTCQB Marketplace on August 6, 2026 of $ 0.12 per share, resulting in a charge of $ 9,600 that
will be recognized in the third quarter of 2026. All of the shares were issued in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder, to purchasers
who represented investment intent, in transactions not involving any general solicitation, and bear customary restrictive legends.
Transfers by principal stockholder. On August
6, 2026, The Noah Morgan Private Family Trust, a principal stockholder of the Company affiliated with the Company’s Chief Executive Officer,
transferred an aggregate of 1,100,000 shares of common stock to unaffiliated transferees in privately negotiated transactions. The Company
neither issued nor received any consideration in connection with these transfers, and they had no effect on the number of shares of common
stock outstanding. Following the transfers, the trust held 20,036,048 shares of common stock.
F- 11
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis of our results of operations and financial condition should be read in conjunction with our condensed
consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains
forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking
statements for a variety of reasons, including those set forth in our Annual Report on Form 10-K and in other filings with the SEC.
Overview
American
Picture House Corporation is an entertainment company focused on the development, packaging, financing and production of feature films
and limited series. During 2025, we pivoted away from third-party consulting to concentrate on internally developed projects and selective
strategic partnerships. We generally pursue two complementary approaches to participating in projects: (i) structured film finance and
senior or priority recoupment positions, including senior secured production lending and first-priority receipt structures designed to
prioritize return of capital; and (ii) building an owned or controlled content library over time by acquiring or optioning intellectual
properties and, where appropriate, obtaining negative ownership or other control rights in projects.
Recent
Developments During the Six Months Ended June 30, 2026
● On
January 20, 2026, we completed a convertible note financing with Labrys Fund II, L.P. for
a $150,000 purchase price, including $114,000 of cash proceeds to the Company after specified
deductions and offsets, together with a 10% promissory note in the original principal amount
of $172,500, 200,000 commitment shares, and an initial 12,000,000-share conversion reserve.
● Effective
January 27, 2026, we entered into a Multi-Film Investment and Compensation Agreement with
SSS Entertainment, LLC that revised our arrangement with respect to POSE , contemplated
funding for MOTION , and contemplated an additional investment in an untitled SSS-produced
picture, each subject to the terms of the agreement and applicable approvals.
● On
March 12, 2026, our Board approved entry into the Multi-Film Agreement and ratified Amendment
No. 1 to the APHP/SSS Agreement relating to POSE and BARRON’S COVE , effective
December 29, 2025.
● PROTECTOR
was released in U.S. theaters on March 6, 2026.
● Effective
May 26, 2026, and executed on June 3, 2026, we entered into a Master Investment and Co-Production Agreement, together with related ancillary
agreements, with Russ Posternak and Becky III The Movie LLC relating to the motion picture The Last Temptation of Becky (referred
to in the agreement as “BECKY 3” ). Under the agreement, we are treated for all economic purposes as having made a
$300,000 senior equity investment in the picture without funding any cash, entitling us to recoup 120% of that amount ($360,000) out
of the picture waterfall on a senior equity basis, pari passu with up to $300,000 of other senior equity, together with a 10% distribution
fee corridor participation, a 10% participation in the producer’s future BECKY -related producer fees and backend, an assignment
of certain BARRON’S COVE collateral recovery rights, first look rights on future projects of the producer’s production
company, and customary company and individual screen credits. As consideration, we agreed to issue 250,000 shares of common stock and
to grant options to purchase 300,000 shares at $0.20 per share. Our obligation to deliver those securities was subject to approval by
our Board of Directors and other conditions precedent, which were satisfied subsequent to quarter end. See Note 5, Note 7 and Note 9 to the condensed consolidated financial statements.
●
During
the six months ended June 30, 2026, we applied $875,000 of amounts otherwise receivable by us toward our funding obligations under
the Multi-Film Agreement, in exchange for content interests relating to MOTION and an untitled SSS-produced picture and in partial
satisfaction of amounts payable with respect to POSE. The transaction did not involve the receipt or payment of cash. See Note 5
to the condensed consolidated financial statements and “Liquidity and Capital Resources — Produced and Licensed Content
Costs” below.
●
During
the six months ended June 30, 2026, Labrys Fund II, L.P. converted a portion of the January 2026 note into 162,600 shares of common
stock. Scheduled amortization payments under the note commenced July 20, 2026.
Recent
Developments Subsequent to June 30, 2026
●
Effective
July 1, 2026, we granted options to purchase an aggregate of 700,000 shares of common stock, at an exercise price of $0.20 per share,
to four designees of SSS Entertainment, LLC from the option pool contemplated under the Multi-Film Agreement.
●
On
July 25, 2026, the picture had its world premiere at the Fantasia International Film Festival in Montreal under the title The
Last Temptation of Becky . The picture is to be distributed by Quiver Distribution. As of the date of this report, no theatrical
release date had been announced and we had collected no amounts in respect of our senior equity recoupment preference.
●
On
August 6, 2026, our Board of Directors approved, and we issued, an aggregate of 930,000 shares of common stock, consisting of 500,000
shares to Timothy Battles, a director, and 100,000 shares to Pat Grant, in each case at $0.10 per share for cash; 80,000 shares to
Monsour Hanoud in consideration of services; and 250,000 shares to Russell Posternak pursuant to the Master Investment and Co-Production
Agreement. On the same date, we granted options to purchase 300,000 shares of common stock at an exercise price of $0.20 per share,
with a term expiring May 26, 2028, pursuant to that agreement.
●
See
Note 9 to the condensed consolidated financial statements for additional information regarding events subsequent to June 30, 2026.
Results
of Operations
Three
Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
The
following table summarizes our results of operations for the three months ended June 30, 2026 and 2025:
Three
Months Ended June 30,
2026
2025
Change
$
Revenues
$ -
$ -
$ -
Cost of revenues
-
-
-
-
-
-
Operating Expenses:
General and
administrative
56,481
750,406
(693,925 )
Research and development
-
-
-
Sales
and marketing
2,204
1,369
835
Total
Operating Expenses
58,685
751,775
(693,090 )
Net Operating Loss
(58,685 )
(751,775 )
693,090
Other Income (Expenses):
Interest income
-
44
(44 )
Interest
expense
(12,773 )
(8,897 )
(3,876 )
Net
Other Income (Expenses)
(12,773 )
(8,853 )
(3,920 )
Loss before income taxes
(71,458 )
(760,628 )
689,170
Income taxes
-
-
-
Net loss
$ (71,458 )
$ (760,628 )
$ 689,170
2
Revenues.
The Company had no revenues during the three months ended June 30, 2026 and 2025.
General
and Administrative Expenses. General and administrative expenses for the three months ended June 30, 2026 were $56,481, compared
with $750,406 for the three months ended June 30, 2025. The 2025 period included $110,000 of stock-based compensation expense to a consultant,
the write-off of $196,200 of loans receivable that management determined were uncollectible, and the expiration of rights to a screenplay
carried on the books at $150,834. The 2025 period also included $73,000 of stock option expense compared to $0 in the 2026 period. These
one-time expenses were offset by lower operational expenses including a $81,000 reduction in legal and professional fees and a $86,000
reduction in consulting fees.
Sales
and Marketing Expenses. Sales and marketing expenses were $2,204 for the three months ended June 30, 2026, compared with $1,369 for
the comparable prior-year period.
Interest
Expense. Interest expense was $12,773 for the three months ended June 30, 2026, compared with $8,897 for the three months ended June
30, 2025.
Six
Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
The
following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:
Six
Months Ended June 30,
2026
2025
Change
$
Revenues
$ 1,220
$ -
$ 1,220
Cost of revenues
-
-
-
1,220
-
1,220
Operating Expenses:
General and administrative
169,137
1,225,863
(1,056,726 )
Research and development
-
-
-
Sales
and marketing
3,786
1,830
1,956
Total
Operating Expenses
172,923
1,227,693
(1,054,770 )
Net Operating Loss
(171,703 )
(1,227,693 )
1,055,990
Other Income (Expenses):
Interest income
-
44
(44 )
Interest
expense
(70,994 )
(21,816 )
(49,178 )
Net
Other Income (Expenses)
(70,994 )
(21,772 )
(49,222 )
Loss before income taxes
(242,697 )
(1,249,465 )
1,006,768
Income taxes
-
-
-
Net loss
$ (242,697 )
$ (1,249,465 )
$ 1,006,768
Revenues.
During the six months ended June 30, 2026, revenues were $1,220, compared with $0 for the six months ended June 30, 2025. The change
was primarily attributable to income from the BUFFALOED CAMA.
General
and Administrative Expenses. General and administrative expenses for the six months ended June 30, 2026 were $169,137, compared with
$1,225,863 for the six months ended June 30, 2025. The 2025 period included $110,000 of stock-based compensation expense to a consultant,
the write-off of $196,200 of loans receivable that management determined were uncollectible, and the expiration of rights to a screenplay
carried on the books at $150,834. The 2025 period also included $306,030 of stock option expense compared to $0 in the 2026 period. These
one-time expenses were offset by lower operational expenses including a $159,000 reduction in legal and professional fees and a $190,470
reduction in consulting fees.
Sales
and Marketing Expenses. Sales and marketing expenses for the six months ended June 30, 2026 were $3,786, compared with $1,830 for the
six months ended June 30, 2025.
Interest
Expense. Interest expense for the six months ended June 30, 2026 was $70,994, compared with $21,816 for the prior-year period, with the
change primarily attributable to credit card debt and the Labrys financings.
Liquidity
and Capital Resources
As
of June 30, 2026, we had no cash and cash equivalents, a book overdraft of $767 included in accounts payable and accrued expenses, a
working capital deficit of $1,517,590, and an accumulated deficit of approximately $8.1 million. These conditions raise substantial doubt
about our ability to continue as a going concern.
Operating
Activities. During the six months ended June 30, 2026, net cash used in operating activities was $51,190, compared with net cash
used in operating activities of $244,772 for the same 2025 period. The 2026 period reflects $1,029,404 of collections on amounts due under the Company’s BARRON’S COVE revenue
collection rights and $875,000 applied toward funding obligations under the Multi-Film Investment and Compensation Agreement.
Investing
Activities. The Company had no investing activities during the six months ended June 30, 2026 and 2025.
Produced and Licensed Content Costs. During
the six months ended June 30, 2026, produced and licensed content costs increased from $300,000 to $1,175,000, and accounts receivable
decreased from $1,150,000 to $121,816. The decrease in accounts receivable reflects $1,029,404 of collections on amounts due to the Company
under its BARRON’S COVE revenue collection rights, offset by $1,220 of receivables arising during the period. The Company applied
$875,000 toward its funding obligations to SSS Entertainment, LLC under the Multi-Film Investment and Compensation Agreement, in exchange
for assigned economic interests in the related pictures, which amount is included in produced and licensed content costs. The Company
assesses unamortized content costs for impairment in accordance with ASC 926-20 when events or changes in circumstances indicate that
the fair value of the content may be less than its unamortized cost.
3
Financing
Activities. During the six months ended June 30, 2026, net cash provided by financing activities was $51,066. The 2026 period reflects
net proceeds and repayments from promissory notes of $203,750 and $25,000, respectively. Additionally, during the first six months of
2026, the Company borrowed and repaid $2,626 and $130,310 under related party notes payable. During the six months ended June 30, 2025,
net cash provided by financing activities was $245,876. The 2025 period reflects $259,906 of borrowings and $15,080 of repayments under
notes payable to related parties.
Funding
Requirements. We expect our expenses to increase in connection with our ongoing film development and production activities and our
public-company reporting obligations. We expect to finance operations and investments through a combination of project receipts, debt
financings, equity issuances, and strategic transactions, although there can be no assurance that sufficient capital will be available
on acceptable terms, or at all.
Critical
Accounting Policies and Estimates
Our
management’s discussion and analysis of financial condition and results of operations are based on our condensed consolidated financial
statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and
expenses during the reporting period. We believe our critical accounting policies and estimates include those related to revenue recognition,
collectability of receivables, impairment of produced and licensed content costs and intangible assets, stock-based compensation, accounting
for debt and equity-linked instruments, and contingencies.
Off-Balance
Sheet Arrangements
None,
except as may be described in the notes to the condensed consolidated financial statements.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
As
a smaller reporting company, we are not required to provide the information otherwise required by this Item.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive
Officer and our principal financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures
as of June 30, 2026, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation,
our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures were not effective
as of June 30, 2026, due to the material weaknesses previously disclosed in our Annual Report on Form 10-K for the year ended December
31, 2025, consisting of a lack of sufficient internal accounting personnel, a lack of segregation of duties, and a lack of sufficient
internal controls (including information technology general controls) encompassing the Company as a whole at the entity and transaction
levels to ensure complete documentation of complex and non-routine transactions and adequate financial reporting.
Management
has identified corrective actions intended to address these material weaknesses, subject to the availability of financial resources,
including engaging additional accounting and finance personnel or third-party accounting resources, enhancing documentation supporting
complex and non-routine transactions, and formalizing review procedures over the preparation of periodic reports. Remediation efforts
were not complete as of June 30, 2026 and remain ongoing. Because the Company’s ability to implement these measures depends in
part on obtaining additional capital, there can be no assurance that such efforts will be successful or that they will fully address
the material weaknesses identified.
Changes
in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter
ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
4
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
The
Company is involved in arbitration proceedings arising out of certain consulting agreements. During 2025, 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 under Case No. 5220010741. The Company disputes the claims asserted and reserves all rights, objections and
defenses, including with respect to commencement, service and arbitrability. Other than the foregoing, there were no material developments during
the quarter ended June 30, 2026 with respect to the proceedings described in the Company’s Annual Report on Form 10-K.
Item
1A. Risk Factors
As
a smaller reporting company, we are not required to provide the information otherwise required by this Item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
Previously
Reported Sales. On January 20, 2026, in connection with the Labrys Fund II financing, the Company agreed to issue 200,000 shares
of common stock as commitment shares in a transaction exempt from registration under Section 4(a)(2) and/or Rule 506 of Regulation D.
On March 12, 2026.
Sales Subsequent to Quarter End. On August 6, 2026, the Company
issued an aggregate of 930,000 shares of common stock in transactions not involving any public offering. Of that amount, 250,000 shares
were issued to the producer under the Master Investment and Co-Production Agreement relating to the motion picture BECKY 3 , together
with options to purchase 300,000 shares of common stock at an exercise price of $0.20 per share, in each case as consideration for credits,
branding rights and the economic entitlements granted to the Company under that agreement; and 680,000 shares were issued to three holders,
consisting of 600,000 shares sold for cash at a price of $0.10 per share for aggregate gross proceeds of $60,000, and 80,000 shares issued
as compensation for services rendered to the Company. The Company received $60,000 of gross proceeds, which were used for general working
capital purposes, and no underwriting discounts or commissions were paid. The Company received no cash proceeds with respect to the shares
issued under the BECKY 3 agreement or the shares issued for services. All of the securities were issued in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated
thereunder. Each recipient represented that the securities were being acquired for investment and not with a view to distribution, no
general solicitation or general advertising was used, and the securities are subject to customary restrictive legends. The shares issued
represented less than 1% of the Company’s outstanding common stock. See Note 6 and Note 9 to the condensed consolidated financial statements.
Of the 600,000 shares sold for cash, 500,000 shares were purchased by a
member of the Company’s Board of Directors, who is an accredited investor within the meaning of Rule 501(a)(4) of Regulation D by virtue
of his position as a director.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
During
the quarter ended June 30, 2026, there were no material changes to the procedures by which security holders may recommend nominees to
the Company’s board of directors.
During
the quarter ended June 30, 2026, no director or officer of the Company adopted , modified or terminated any Rule 10b5-1 trading
arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.
Item
6. Exhibits
Exhibit
No.
Description
10.1
Master Investment and Co-Production Agreement, dated as of May 26, 2026, by and among APHP, Russ Posternak, and Becky III The Movie LLC
31.1
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification
of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2
Certification
of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
101
Inline
XBRL/Interactive Data Files.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
5
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN
PICTURE HOUSE CORPORATION
Date: August 13, 2026
By:
/s/
Bannor Michael MacGregor
Name:
Bannor Michael MacGregor
Title:
Chief Executive Officer
Date: August 13, 2026
By:
/s/
Daniel Hirsch
Name:
Daniel Hirsch
Title:
Principal Financial
Officer / Chief Accounting Officer
6
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.