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Item 1. Financial Statements

2025-08-14 compared with 2025-05-13 · 420 added, 408 removed, 292 unchanged (74% of the section changed)

1 unchanged sentence

PICTURE HOUSE CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets, March 31, 2025 (unaudited) and December 31, 2024

Consolidated Statements of Operations, for the three months ended March 31, 2025 and 2024

Consolidated Statements of Changes in Deficit, for the three months ended March 31, 2025 and 2024

Consolidated Statements of Cash Flows, for the three months ended March 31, 2025 and 2024

CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets, June 30, 2025 (unaudited) and December 31, 2024

Condensed Consolidated Statements of Operations, for the three and six months ended June 30, 2025 and 2024

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit), for the three and six months ended June 30, 2025 and 2024

Condensed Consolidated Statements of Cash Flows, for the six months ended June 30, 2025 and 2024

Notes to Condensed Consolidated Financial Statements

PICTURE HOUSE CORPORATION

CONSOLIDATED BALANCE SHEETS

March 31, 2025

and cash equivalents

- related party

Current Assets

Cash and cash equivalents

Accounts receivable

Prepaid expenses

Receivable - related party

Total Current Assets

Produced and licensed content costs

Loans receivable, film financing arrangements

Intangible assets, net of accumulated amortization of $ 25,083 and $ 19,250 as of March 31, 2025 and December 31, 2024, respectively.

LIABILITIES AND STOCKHOLDERS’ DEFICIT

and licensed content costs

receivable, film financing arrangements

Intangible assets, net of accumulated amortization of $ 30,917 and $ 19,250 as of June 30, 2025 and December 31, 2024, respectively.

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

revenue, current portion

payable - related party

payable - EIDL loan

payable - related party

Line of Credit

Current Liabilities

Cash overdraft

Accounts payable and accrued expenses

Deferred revenue, current portion

Interest payable - related party

Interest payable - EIDL loan

Note payable - related party

Commercial Line of Credit

Total Current Liabilities

Economic injury disaster loan, non-current

Total Liabilities

Stockholders’ Equity (Deficit):

Common Stock $ 0.0001 par value.

injury disaster loan, non-current

Stockholders’

Equity (Deficit):

Stock $ 0.0001 par value.

1,000,000,000 authorized.

112,399,325 and 111,399,325 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.

Preferred Stock $ 0.0001 par value.

112,899,325 and 111,399,325 issued and outstanding as of June 30, 2025 and December

31, 2024, respectively.

Stock $ 0.0001 par value.

1,000,000 authorized.

3,819 and 3,829 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.

Additional paid in capital

Accumulated deficit

3,839 and 3,829 issued and outstanding as of June 30, 2025 and December 31, 2024,

respectively.

paid in capital

( 8,541,419 )

( 7,291,954 )

Total Stockholders’ Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

* Derived from

audited information

Stockholders’ Equity (Deficit)

( 1,106,107 )

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

from audited information

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended March 31,

months ended June 30,

Cost of revenues

1 unchanged sentence

General and administrative

Research and development

Sales and marketing

2 unchanged sentences

( 1,227,693 )

( 1,885,039 )

Other Income (Expenses):

6 unchanged sentences

$ ( 760,628 )

$ ( 404,571 )

$ ( 1,249,465 )

$ ( 1,900,558 )

Net loss per common share - Basic and Diluted

3 unchanged sentences

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the three months ended March 31, 2025 and 2024

Equity (Deficit)

the six months ended June 30, 2025 and 2024

Preferred Stock

Additional Paid In

Total Stockholders’

Equity (Deficit)

Stockholders’ Equity

Balance, December 31, 2023

6 unchanged sentences

$ ( 6,517,683 )

Common Stock issued for services

Issuance of Common Stock

Balance, June 30, 2024

$ ( 6,922,254 )

Preferred Stock

Additional Paid In

Total Stockholders’

Equity (Deficit)

Stockholders’ Equity

Balance, December 31, 2024

6 unchanged sentences

$ ( 528,514 )

Common Stock issued for services

Stock option compensation

Balance, June 30, 2025

$ ( 8,541,419 )

$ ( 1,106,107 )

$ ( 8,541,419 )

$ ( 1,106,107 )

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

months ended March 31,

Cash Flows from Operating Activities:

Net Income (Loss)

months ended June 30,

Flows from Operating Activities:

Income (Loss)

$ ( 1,249,465 )

$ ( 1,900,558 )

Adjustments to Reconcile Net

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

Expiration of produced and

licensed costs

Stock option expense

Preferred stock redeemed in

exchange for assets

Amortization expense

Change in operating assets

and liabilities:

Accounts receivable

Prepaid expenses

Receivables - related party

Loans receivable, film financing

Produced and licensed costs

Cash overdraft

Accounts payable and accrued

Payable to related party

Interest payable - related

Interest payable - EIDL loan

Deferred revenue

Net Cash Flows from Operating

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

of produced and licensed costs

of loan receivable, film financing arrangements

option expense

stock issued for services

stock redeemed in exchange for assets

in operating assets and liabilities:

- related party

receivable, film financing arrangements

and licensed costs

payable and accrued expenses

to related party

payable - related parties

payable - EIDL loan

Cash Flows from Operating Activities

Flows from Investing Activities:

Cash Flows from Investing Activities

Intangible assets

Net Cash Flows from Investing

Flows from Financing Activities:

from debt borrowings - related parties

of debt borrowings - related parties

from commercial line of credit

on commercial line of credit

from sale of Common Stock

Cash Flows from Financing Activities

Proceeds from debt borrowings

- related parties

Repayment of debt borrowings

- related parties

Proceeds from commercial line

Proceeds from sale of Common

Net Cash Flows from Financing

Net Increase in Cash and Cash

Cash and Cash Equivalents,

Beginning of Period

Cash and Cash Equivalents,

End of Period

Increase in Cash and Cash Equivalents

and Cash Equivalents, Beginning of Period

and Cash Equivalents, End of Period

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

28 unchanged sentences

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

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

LLC were both dissolved on May 12, 2025.

preparation of financial statements in conformity with U.S.

22 unchanged sentences

of Accounts Receivable

March 31, 2025

December 31, 2024

Accounts receivable, CAMA

Accounts receivable,

Accounts receivable

for doubtful accounts

3 unchanged sentences

that the balance is past due, the customer’s current ability to pay and available information about the credit risk on such customers.

Management determined that no allowance for doubtful accounts is necessary at March 31, 2025 or December 31, 2024.

March 31, 2025, prepaid expenses consisted of prepaid insurance, prepaid licenses, and prepaid services.

Management determined that no allowance for doubtful accounts is necessary at June 30, 2025 or December 31, 2024.

June 30, 2025, prepaid expenses consisted of prepaid insurance, prepaid licenses, and prepaid services.

Prepaid expenses are amounts

2 unchanged sentences

The Company had $ 44,396 and $ 29,629 in prepaid expenses as of

March 31, 2025 and December 31, 2024, respectively.

June 30, 2025 and December 31, 2024, respectively.

and Licensed Content Costs

Company capitalizes certain costs related to film project rights, options and other development-stage investments, as well as loans and

receivables related to film productions.

Long-lived assets, including film rights and options, are reviewed for impairment whenever events

or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC 360-10-35.

Receivables and

loans are assessed for collectability based on the credit quality of counterparties, project progress, and other qualitative and quantitative

When it is determined that an asset’s carrying value exceeds its estimated future economic benefit and no reasonable expectation

exists of recovery, the asset is either impaired (adjusted to its recoverable amount) or written off in full.

Impairment losses and write-offs

are recognized in the period in which the determination is made and are recorded in the consolidated statements of operations as impairment

production costs, whether produced or acquired/ licensed rights, include development costs, direct costs and production overhead.

1 unchanged sentence

of Produced and Licensed Content Costs

March 31, 2025

December 31, 2024

Films in development and pre-production stage

Films in development

and pre-production stage

Produced and licensed

16 unchanged sentences

Assessment for Investment in Films and Licensed Program Right

film group or individual film is evaluated for impairment when an event or change in circumstances indicates that the fair value of an

individual film or film group is less than its unamortized cost.

the quarter ended March 31, 2024, the Company allowed options to two screenplays to expire and wrote-off $ 15,000 of previously capitalized

June 12, 2025, the Company’s Chief Executive Officer reported to the Board of Directors that the Company will not pursue production

of Coyote Sleeps and the underlying option rights have expired.

Management concluded that no future economic benefit is expected

from this project and, accordingly, the remaining carrying value was written off in full during the quarter.

The write-off was recorded

as an impairment loss of $ 150,834 .

of June 30, 2025, the Company has one property, TURN UP THE SUN!, in pre-production and continues to actively market it through

its sales agent, The Syndicate, including at film festivals, and is pursuing distribution arrangements with potential streaming partners.

Although the original option to acquire a 24 % ownership interest expired on January 7, 2025, the option has been extended under the current

agreement with SSS Entertainment, LLC such that the original terms remain exercisable.

Based on the extension, ongoing marketing efforts,

and expected ability to consummate a distribution or strategic transaction, management believes the carrying value of the related asset

remains recoverable and, therefore, no impairment was recognized as of June 30, 2025.

the quarter ended June 30, 2024, the Company allowed options to two screenplays to expire and wrote-off $ 15,000 of previously capitalized

option costs.

4 unchanged sentences

(“the BC Assets”).

During the quarters ended March 31, 2025 and 2024, the Company reported revenues of $ 0 and $ 23,003 , respectively,

During the quarters ended June 30, 2025 and 2024, the Company reported revenues of $ 0 and $ 0 , respectively,

from the CAMA.

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.

During the six months ended June 30, 2025 and 2024, the Company reported revenues of $ 0 and $ 23,003 , respectively, from

partial consideration for the BC Assets acquired by APHP, APHP paid BC the first one hundred thirty thousand dollars ($ 130,000.00 USD)

that APHP collected from the BUFFALOED and agreed 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.

In April 2025, , the Company issued BC 20 Preferred Shares of APHP pursuant

to this arrangement.

Company’s intangible assets include in-service and under-development websites and licensed internal use software.

During the year

ended December 31, 2023 the Company developed an external website that was placed in service during the third quarter of 2023.

Additionally,

during the fourth quarter of 2023 the Company began developing additional aspects of its website that went live in April 2024.

the fourth quarter of 2023, the Company licensed rights to new internal use software but subsequently placed that project on hold and

has not established a timeline for placing the software in service.

capitalized costs of the Company’s websites placed into service were subject to straight-line amortization over a three-year 3 period.

Amortization expense totaled $ 5,833 and $ 750 for the quarters ended March 31, 2025 and 2024, respectively.

Deferred Revenue

capitalized costs of the Company’s websites placed into service were subject to straight-line amortization over a three-year 3

Amortization expense totaled $ 5,834 and $ 5,833 for the quarters ended June 30, 2025 and 2024, respectively.

Amortization expense

totaled $ 11,667 and $ 6,583 for the six months ended June 30, 2025 and 2024, respectively.

noted above, on March 11, 2025, the Company’s past president, Alfred John Luessenhop, Jr was assigned APHP’s rights under

a Software License Agreement dated November 16, 2023, and a Microsoft Azure Cloud Services Agreement.

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

As of March 31, 2025 and December 31, 2024, total net deferred revenue was $ 50,000 and $ 50,000 , respectively.

As of June 30, 2025 and December 31, 2024, 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.

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.

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

12 unchanged sentences

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

Revenues for the three months ended March 31, 2025 and 2024 totaled $ 0 and $ 0 , respectively.

Revenues for the three months and six months ended June 30, 2025 and 2024 totaled $ 0 and $ 0 , respectively.

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

5 unchanged sentences

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

derived from the BUFFALOED CAMA totaled $ 0 and $ 23,003 for the quarters ended March 31, 2025 and 2024, respectively.

derived from the BUFFALOED CAMA totaled $ 0 and $ 0 for the quarters ended June 30, 2025 and 2024, respectively.

Revenue derived

from the BUFFALOED CAMA totaled $ 0 and $ 23,003 for the six months ended June 30, 2025 and 2024, respectively.

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

35 unchanged sentences

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.

The Company measures the impairment based on the projected discounted cash flows

of the asset over its remaining life.

Compensation – The Company follows U.S.

37 unchanged sentences

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

March 31, 2025

December 31, 2024

Convertible Preferred Stock

5 unchanged sentences

as one operating and reporting segment.

New accounting standards

The Company’s management has evaluated

all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other

standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements

will have a material effect on the Company’s financial position and results of operations.

Note 3 – Liquidity and Going Concern

The Company’s financial statements

are prepared using account principles generally accepted in the United States (“U.S.

GAAP”) applicable to a going concern,

which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

As of March 31, 2025, the

Company had a working capital deficit of approximately ($ 1,271,000 ) and an accumulated deficit of approximately $ 7,781,000 .

of March 31, 2025, the Company had $ 4,619 cash.

These factors, among others, raise significant doubt about the Company’s ability

to continue as a going concern.

The accompanying financial statements do not include adjustments to reflect the possible future effects

on the recoverability and classification of assets or the amounts and classification of liabilities that may result from an inability

of the Company to continue as a going concern.

The Company has a limited operating

history, which makes it difficult to evaluate current business and future prospects.

During the first three months of 2025, the Company

reported $ 0 revenues.

During 2024 and 2023, the Company reported approximately $ 53,000 and $ 164,000 of total revenues, respectively.

expects the Company to incur further losses in the foreseeable future due to costs associated with content acquisition and production,

the cost of on-going litigation, and costs associated with being a public company.

There can be no assurance that our operations will

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

or that we will attain or thereafter sustain profitability in any future period.

To mitigate this situation, the Company has loan agreements

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

cash flow needs.

During the first three months of 2025, the Company borrowed $ 173,856 from and repaid $ 10,080 to Mr.

MacGregor pursuant

to a master loan agreement.

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

the obligation.

accounting standards

Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have

been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does

not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and

results of operations.

3 – Liquidity and Going Concern

Company’s financial statements are prepared using account principles generally accepted in the United States (“U.S.

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

As of June 30, 2025, the Company had a working capital deficit of approximately ($ 1,495,000 ) and an accumulated deficit of approximately

$ 8,541,000 .

Further, as of June 30, 2025, the Company had $ 1,104 cash.

These factors, among others, raise significant doubt about the

Company’s ability to continue as a going concern.

The accompanying financial statements do not include adjustments to reflect the

possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may

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

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

During the first

six months of 2025, the Company reported $ 0 revenues.

During 2024 and 2023, the Company reported approximately $ 53,000 and $ 164,000 of

total revenues, respectively.

Management expects the Company to incur further losses in the foreseeable future due to costs associated

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

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

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

this situation, the Company has loan agreements with the Company’s CEO and the Noah Morgan Private Family Trust, a trust controlled

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

During the first six months of 2025, the Company borrowed $ 230,906

from and repaid $ 10,080 to Mr.

MacGregor pursuant to a master loan agreement.

The master note agreements accrue interest at a rate of

4.4 % due and payable in a lump sum upon maturity of the obligation.

These notes are not convertible.

Film Production Loans

Senior Mezzanine Loan Agreement with Barron’s Cove Movie,

In February 2024, the Company loaned

$ 200,000 to Barron’s Cove Movie, LLC pursuant to a Senior Mezzanine Loan Agreement.

$ 20,000 of the loan proceeds will be used to

pay producer fees, including $ 10,000 to Mr.

The $200,00 loan, plus a premium of twenty percent (20%), is due and payable on

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

Barron’s Cove Movie, LLC related to the movie, whichever occurs first.

Senior Loan Agreement with PNP Movie, LLC

In February 2024, the Company agreed

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

In April 2024, the loan agreement

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

As of March 31, 2025 and December 31, 2024, a total of $ 196,200 had been advanced to PNP Movie, LLC.

These loans, plus a premium of twenty

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

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

Additionally, the agreement states that

Mezzanine Loan Agreement with Barron’s Cove Movie, LLC

February 2024, the Company loaned $ 200,000 to Barron’s Cove Movie, LLC pursuant to a Senior Mezzanine Loan Agreement.

the loan proceeds will be used to pay producer fees, including $ 10,000 to Mr.

The $200,00 loan, plus a premium of twenty percent

(20%), is due and payable on that date which is the earlier of either (a) twelve (12) months from the date of the loan, or (b) from allocable

proceeds received by Barron’s Cove Movie, LLC related to the movie, whichever occurs first .

Loan Agreement with PNP Movie, LLC

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

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

the aggregate financing to $ 597,475 .

As of June 30, 2025 and December 31, 2024, a total of $ 196,200 had been advanced to PNP Movie, LLC.

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

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

Additionally,

the agreement states that Mr.

MacGregor shall be entitled to a producer fee based on work to be performed and that Mr.

MacGregor will receive a “Producer”

credit and his son a “Co-Producer” credit on the film.

MacGregor will

receive a “Producer” credit and his son a “Co-Producer” credit on the film.

loan associated with People Not Places has been in default for more than 120 days.

The project is experiencing significant post-production

challenges and management believes there is significant uncertainty regarding whether the film will be completed or released.

concluded that the loan investment is uncollectible and has no future economic benefit, and accordingly, recorded a full write-off of

the investment during the quarter.

The write-off was recorded as an impairment loss of $ 196,200 .

Intangible Assets

The identifiable intangible assets consist of the following assets:

identifiable intangible assets consist of the following assets:

Schedule of Intangible Assets

March 31, 2025

December 31, 2024

Website placed in service

2 unchanged sentences

Accumulated amortization

March 11, 2025, an agreement was executed between the Company’s past president, Alfred John Luessenhop, Jr.

(“Luessenhop”)

and APHP, along with its affiliated entities Devil’s Half-Acre, LLC and Ask Christine Productions, LLC.

Under the terms of the

agreement, Luessenhop agreed to transfer one million shares of APHP common stock, valued at $256,000, to APHP.

In exchange, Luessenhop

received all rights, title, and interest in the motion picture project DEVIL’S HALF-ACRE, including the screenplay, filmed

footage, copyright, and related materials, as well as the screenplay and associated option agreement for ASK CHRISTINE.

Additionally,

Luessenhop was also assigned APHP’s rights under a Software License Agreement dated November 16, 2023, and a Microsoft Azure Cloud

Services Agreement resulting in the disposition of software totaling $24,864.

The agreement also included a mutual release of all claims

related to the referenced screenplays and agreements.

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

noted above, on March 11, 2025, the Company’s past president, Alfred John Luessenhop, Jr was assigned APHP’s rights under

a Software License Agreement dated November 16, 2023, and a Microsoft Azure Cloud Services Agreement.

were no impairment charges associated with the Company’s identifiable intangible assets during the three and six months ended June

30, 2025 and 2024.

expense totaled $ 5,833 and $ 750 for the three months ended March 31, 2025 and 2024, respectively.

Note 6 – Notes Payable

Note Payable – Mr.

During the quarter ended March 31,

2025, the Company borrowed $ 173,856 , from Mr.

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

During the quarter ended

March 31, 2025, the Company repaid $ 10,080 under this note.

expense totaled $ 5,834 and $ 5,833 for the three months ended June 30, 2025 and 2024, respectively.

Amortization expense totaled $ 11,667

and $ 6,583 for the six months ended June 30, 2025 and 2024, respectively.

6 – Notes Payable

Payable – Mr.

the six months ended June 30, 2025, the Company borrowed $ 230,906 , from and repaid $10,080 to Mr.

MacGregor pursuant to a master loan

agreement dated March 1, 2023.

the six months ended June 30, 2024, the Company borrowed $ 125,500 from and repaid $ 53,500 to Mr.

MacGregor under the same master loan

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.

Morgan Private Family Trust Loan Agreement (“NMPFT”)

the six months ended June 30, 2025, the Company borrowed $ 29,000 ,

from and repaid $ 0

to NMPFT pursuant to a master loan agreement.

During the six months ended June 30, 2024, the Company borrowed $ 280,000

from and repaid $ 0

to NMPFT under the same master loan agreement.

The master note agreement accrues interest at a rate of 4.4 %

1 unchanged sentence

This note is not convertible.

Note Payable – Board Member

During the quarter ended September 30, 2024, the Company borrowed

$ 5,000 from a member of the Board of Directors.

This note was repaid in full during the quarter

ended March 31, 2025.

Economic In j ury Disaster Loan

In March 2021, the Company executed

an Economic Injury Disaster Loan (“EIDL ”) secured loan with the U.S.

Small Business Administration under the EIDL program

in the amount of $ 149,900 .

The loan is secured by all tangible and intangible assets of the Company and payable over 30 years at an interest

rate of 3.75 % per annum.

of these loan proceeds were used to fund the senior mezzanine loan to Barron’s Cove Movie, LLC.

Payable – Board Member

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

This note was repaid in full

during the first quarter of 2025.

In j ury Disaster Loan

March 2021, the Company executed an Economic Injury Disaster Loan (“EIDL ”) secured loan with the U.S.

Small Business

Administration under the EIDL program in the amount of $ 149,900 .

The loan is secured by all tangible and intangible assets of the Company

and payable over 30 years at an interest rate of 3.75 % per annum.

Interest only installment payments commenced in September 2023.

Commercial Line of Credit

During April 2024, the Company entered

into a line of credit agreement with American Express.

During the three months ended March 31, 2025, the Company borrowed a total of $ 1,050

under the line and repaid principal of $ 0 resulting in a March 31, 2025 balance due on the line of $ 97,905 .

The borrowings on the line

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

At present, the Company cannot draw upon the line of credit until the Company

pays it down to $ 0 .

Line of Credit

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

During the six months ended June 30, 2024, the

Company borrowed a total of $ 142,500

under the line and repaid principal of $ 29,052 .

During the six months ended June 30, 2025, the Company borrowed a total of $ 1,050

under the line and repaid principal of $ 0 .

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

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

MacGregor has personally guaranteed these loans.

Note 7 – Equity

The Company has 1,000,000,000 common

shares authorized.

As of May 13, 2025, the Company has 112,399,325 shares issued and outstanding.

As of May 13, 2025, the total number

of shareholders of record was 332 .

The Common Stock has a one share one

voting right with no other rights.

There are no provisions in the Company’s Articles of Incorporation, Articles of Amendment, or

By-laws that would delay or prevent a change of control.

The Board may from time to time declare, and the Company may pay, dividends on

its shares in cash, property, or its own shares, except when the Corporation is insolvent, when the payment thereof would render the Company

insolvent, subject to any preferential dividend rights of outstanding shares of preferred shares or when the declaration or payment thereof

would be contrary to any other state law restrictions.

The Preferred Stock consists of 1,000,000

preferred shares authorized, of which 100,000 preferred shares have been designated as Series A Convertible Preferred Stock (“Series

A preferred shares” herein).

At present, 3,819 Series A preferred shares are issued and outstanding.

The Series A preferred shares

have the following rights:

(i.) a first position lien against all of the Company’s assets including but not limited to the Company’s

IP (“Intellectual Property”), (ii.) is convertible at a ratio of 1 to 100,000 so that each one share of Series A preferred

stock may be exchanged for 100,000 Common Stock shares, (iii.) and that each share of Series A preferred stock shall carry superior voting

rights to the Company’s Common Stock and that each share of Series A preferred stock shall be counted as 1,000,000 votes in any

Company vote and (iv.) and any other benefits as deemed necessary and appropriate at the time of such issuance.

The Preferred shares do

not have any specific redemption rights or sinking fund provisions.

The “Liquidation Preference”

with respect to a share of Series A preferred stock means an amount equal to the ratio of (i.) the total amount of the Company’s

assets and funds available for distribution to the Series A preferred shares to (ii.) the number of shares of Series A preferred stock

The Series A preferred stock has a liquidation preference equal to $ 12.02 per preferred share.

Dividend Provisions

Subject to preferential dividend rights, if any, of the

holders of Preferred Stock, dividends on the Common Stock may be declared by the Board of Directors and paid out of any funds legally

available therefor at such times and in such amounts as the Board of Directors shall determine.

Common Stock Activity

During the three and nine months ended

March 31, 2024, the Company sold 75,000 shares of Common Stock at $ 0.20 per share resulting in total proceeds of $ 15,000 .

No shares of Common Stock were sold

during the quarter ended March 31, 2025.

Note 8– Equity Based Compensation

The American Picture House Corporation

2023 Directors, Employees and Advisors Stock Incentive and Compensation Plan (the “Plan”) was established in January 2023

to create an additional incentive to promote the financial success and progress of the Company.

The Plan shall be administered by the

Board of Directors and may grant options to purchase shares of the authorized but unissued Common Stock of the Company.

The options may

be either incentive stock options or nonqualified stock options.

The options granted under the Plan expire on the date determined

by the Board of Directors and may not extend more than 10 years.

Under the Plan, unless the board specifies

otherwise, stock options must be granted at an exercise price not less than the fair value of the Company’s Common Stock on the

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

As of August 14, 2025, the Company has 112,899,325 shares issued and outstanding.

As of August 14, 2025, the total number of shareholders of record was 333 .

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

There are no provisions in the Company’s Articles of Incorporation,

Articles of Amendment, or By-laws that would delay or prevent a change of control.

The Board may from time to time declare, and the Company

may pay, dividends on its shares in cash, property, or its own shares, except when the Corporation is insolvent, when the payment thereof

would render the Company insolvent, subject to any preferential dividend rights of outstanding shares of preferred shares or when the

declaration or payment thereof would be contrary to any other state law restrictions.

Preferred Stock consists of 1,000,000 preferred shares authorized, of which 100,000 preferred shares have been designated as Series A

Convertible Preferred Stock (“Series A preferred shares” herein).

At present, 3,819 Series A preferred shares are issued

and outstanding.

The Series A preferred shares have the following rights:

(i.) a first position lien against all of the Company’s

assets including but not limited to the Company’s IP (“Intellectual Property”), (ii.) is convertible at a ratio of

1 to 100,000 so that each one share of Series A preferred stock may be exchanged for 100,000 Common Stock shares, (iii.) and that each

share of Series A preferred stock shall carry superior voting rights to the Company’s Common Stock and that each share of Series

A preferred stock shall be counted as 1,000,000 votes in any Company vote and (iv.) and any other benefits as deemed necessary and appropriate

at the time of such issuance.

The Preferred shares do not have any specific redemption rights or sinking fund provisions .

“Liquidation Preference” with respect to a share of Series A preferred stock means an amount equal to the ratio of (i.) the

total amount of the Company’s assets and funds available for distribution to the Series A preferred shares to (ii.) the number

of shares of Series A preferred stock outstanding.

The Series A preferred stock has a liquidation preference equal to $ 12.02 per preferred

to preferential dividend rights, if any, of the holders of Preferred Stock, dividends on the Common Stock may be declared by the Board

of Directors and paid out of any funds legally available therefor at such times and in such amounts as the Board of Directors shall determine.

Stock Activity

the six months ended June 30, 2024, the Company sold 75,000 shares of Common Stock resulting in total proceeds of $ 15,000 .

of Common Stock were sold during the six month ended June 30, 2025.

Stock Activity

April 29, 2025, The Noah Morgan Private Family Trust retired ten preferred shares of the Company in lieu of Mr.

Luessenhop retiring one

million shares of APHP as Mr.

Luessenhop was required to do by the APHP Luessenhop Agreement dated March 11, 2025.

8– Equity Based Compensation

American Picture House Corporation 2023 Directors, Employees and Advisors Stock Incentive and Compensation Plan (the “Plan”)

was established in January 2023 to create an additional incentive to promote the financial success and progress of the Company.

shall be administered by the Board of Directors and may grant options to purchase shares of the authorized but unissued Common Stock

of the Company.

The options may be either incentive stock options or nonqualified stock options.

options granted under the Plan expire on the date determined by the Board of Directors and may not extend more than 10 years.

the Plan, unless the board specifies otherwise, stock options must be granted at an exercise price not less than the fair value of the

Company’s Common Stock on the grant date.

The aggregate fair value of incentive stock options held by any optionee shall not exceed

The Board of Directors shall determine

the terms and conditions of the options.

The vesting requirements of all awards under the Plan may be time or event based and vary by

individual grant.

The incentive stock options and nonqualified stock options generally become exercisable over a two-year period.

and unexercised options may be available to be exercised no later than three months after termination of employment (or such longer period

as determined by the Board of Directors).

During the quarters ended March 31, 2025 and 2024,

the Company recorded $ 232,995 and $ 1,258,160

of stock option expense.

Stock Option Grants

On February 8, 2024, the Company’s

Board of Directors authorized the issuance of 250,000 options to each of its nine board members, 1,673,250 options to advisors, 662,983

Board of Directors shall determine the terms and conditions of the options.

The vesting requirements of all awards under the Plan may

be time or event based and vary by individual grant.

The incentive stock options and nonqualified stock options generally become exercisable

over a two-year period.

Vested and unexercised options may be available to be exercised no later than three months after termination

of employment (or such longer period as determined by the Board of Directors).

the quarters ended June 30, 2025 and 2024, the Company recorded $ 232,995 and $ 0 of stock option expense.

During the six month periods

ended June 30, 2025 and 2024, the Company recorded $ 306,030 and $ 1,258,159 of stock option expense, respectively.

Option Grants

February 8, 2024, the Company’s Board of Directors authorized the issuance of 250,000

options to each of its nine board members, 1,673,250

options to advisors, 662,983

options to Mr.

Macgregor, and 497,238 options to Mr.

Blanchard for an aggregate of 5,083,471 options with the rights to purchase common

shares of the Company at an exercise price of $ 0.0125 per share.

As all of the options vested 100 % upon grant, the Company recorded $ 1,258,160

Macgregor, and 497,238

options to Mr.

Blanchard for an aggregate of 5,083,471

options with the rights to purchase common shares of the Company at an exercise price of $ 0.0125

As all of the options vested 100 %

upon grant, the Company recorded $ 1,258,160

of stock option compensation expense in the quarter ended March 31, 2024.

Share-based compensation expense is reported within General

and Administrative expenses.

Note 9 – Contingencies and Uncertainties

Risks and Uncertainties –

The Company’s operations are subject to significant risks and uncertainties including financial, operational, and regulatory risks,

including the potential risk of business failure.

The Company does not have employment contracts with its key employees, including the

controlling shareholders who are officers of the Company.

Note 10 – Related Party Transactions

The Company has agreed to indemnify

Share-based compensation expense is reported within

General and Administrative expenses.

Also during 2024, two of the directors resigned from the Board and forfeited options to

purchase an aggregate of 500,000

shares of Common Stock.

In November 2024, the Board granted management the right to issue options to purchase an aggregate of 5,569,967

shares of Common Stock to two consultants.

9 – Contingencies and Uncertainties

and Uncertainties – The Company’s operations are subject to significant risks and uncertainties including financial,

operational, and regulatory risks, including the potential risk of business failure.

The Company does not have employment contracts with

its key employees, including the controlling shareholders who are officers of the Company.

10 – Related Party Transactions

Company has agreed to indemnify Mr.

MacGregor for all legal and professional costs originating from the lawsuit Randall S.

Bannor Michael MacGregor, Jeffery

Katz, and Life Design Station International, Inc.

– Supreme Court of New York, County of Kings, Index No.:

During the three months ended March

31, 2025 and 2024, the Company incurred approximately $ 45,000 and $ 45,000 , respectively, of professional fees to a legal firm affiliated

with a member of the Board of Directors.

As of March 31, 2025 and December 31, 2024, $ 96,000 and $ 94,000 , respectively, were unpaid.

The Company has consulting services

relationships with members of the Board whereby they were compensated a total of $ 15,000 and $ 15,000 during the three months ended March

31, 2025, and 2024, respectively.

As of March 31, 2025 and December 31, 2024, $ 15,000 and $ 0 , respectively, were accrued and unpaid.

In August 2022, the Company funded

Devil’s Half-Acre Productions, LLC owned by Alfred John Luessenhop to produce the feature film Devil’s Half-Acre written

and directed by Dashiell Luessenhop, a son of Alfred John Luessenhop, a former Board member.

In July 2023 APHP obtained 100 %

ownership of Devil’s Half-Acre Productions, LLC and executed a new option agreement with the writer.

In September 2023, APHP

paid a $ 5,000

option fee to the writer.

This option entitles APHP to produce the film by July 2024, with the ability to extend the option for an

additional two (2) years.

As of December 31, 2024, the Company has capitalized $ 152,264

of production costs associated with this film.

On March 11, 2025, an agreement was executed between the Company’s past

president, Alfred John Luessenhop, Jr.

(“Luessenhop”) and APHP, along with its affiliated entities Devil’s

Half-Acre, LLC and Ask Christine Productions, LLC.

Under the terms of the agreement, Luessenhop agreed to transfer one

million shares of APHP common stock, valued at $ 256,000 ,

Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc.

– Supreme Court of New York, County

of Kings, Index No.:

This indemnification arrangement remained in effect through the conclusion of the litigation, which

was permanently discontinued in May 2025.

On August 1, 2025, Bannor Michael MacGregor, the Company’s Chief Executive Officer and Chairperson, entered into a Pledge and Agreement

Not to Convert Preferred Shares with the Company.

Under the terms of this agreement, Mr.

MacGregor has irrevocably agreed not to convert

any preferred shares under his control into common stock for a period of ninety (90) days from the date of the agreement, unless such

restriction is released earlier by the prior written consent of a majority of the Company’s Board of Directors.

The agreement was

entered into to provide stability to the Company’s capital and voting structure.

the three months ended June 30, 2025 and 2024, the Company incurred approximately $ 45,000 and $ 45,000 , respectively, of professional

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

During the six months ended June 30, 2025 and 2024, the Company

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

of Directors.

As of June 30, 2025 and December 31, 2024, $ 136,000 and $ 94,000 , respectively, were unpaid.

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

during the three months ended June 30, 2025, and 2024, respectively.

During the six months ended June 30, 2025 and 2024, the Company

incurred approximately $ 45,000 and $ 45,000 , respectively to the same individuals.

As of June 30, 2025 and December 31, 2024, $ 15,000

and $ 0 , respectively, were accrued and unpaid.

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

Devil’s Half-Acre written and directed by Dashiell Luessenhop, a son of Alfred John Luessenhop, a former Board member.

2023 APHP obtained 100 % ownership of Devil’s Half-Acre Productions, LLC and executed a new option agreement with the writer.

September 2023, APHP paid a $ 5,000 option fee to the writer.

This option entitles APHP to produce the film by July 2024, with the ability

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

As of December 31, 2024, the Company has capitalized $ 152,264 of production costs

associated with this film.

On March 11, 2025, an agreement was executed between the Company’s past president, Alfred John Luessenhop,

(“Luessenhop”) and APHP, along with its affiliated entities Devil’s Half-Acre, LLC and Ask Christine Productions,

Under the terms of the agreement, Luessenhop agreed to transfer one million shares of APHP common stock, valued at $ 256,000 , to

In exchange, Luessenhop received all rights, title, and interest in the motion picture project DEVIL’S HALF-ACRE, including

2 unchanged sentences

and a Microsoft Azure Cloud Services Agreement.

The agreement also included a mutual release of all claims related to the

referenced screenplays and agreements.

During 2022, the Company entered

into definitive agreements to secure Bold Crayon Corporation (“Bold Crayon” or “BC”) as a development partner

and purchased certain assets from Bold Crayon, including a portion of the rights to a feature film, and copyrights on six film titles.

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

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

and BC will accept such designation.

The Company anticipates any rights and obligations between APHP and BC to be effective upon the greenlighting

of a specific film or show by Mr.

The agreement also included a mutual release of all claims related to the referenced

screenplays and agreements.

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

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

on six film titles.

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

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

Partner Agreement and BC will accept such designation.

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

upon the greenlighting of a specific film or show by Mr.

MacGregor, CEO and a director of the Company.

MacGregor is also the CEO and a director of Bold Crayon

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

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

The transaction between

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

During the quarters ended March 31, 2025 and 2024, the

Company reported revenues of $ 0 and $ 23,003 , respectively, from the CAMA.

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

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 the APHP from the BUFFALOED receivable above the one hundred thirty thousand dollars

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

As of March 31, 2025, Bold Crayon was due to receive

20 Preferred Shares of APHP .

MacGregor is also the CEO

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

ownership interest in Bold Crayon.

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

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

During the quarters

ended June 30, 2025 and 2024, the Company reported revenues of $ 0 and $ 23,003 , respectively, from the CAMA.

Inception to date, the Company

has received $ 304,875 under the CAMA.

As partial consideration for the BC Assets being acquired by 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 the APHP from the BUFFALOED receivable above the

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

As of June 30, 2025,

Bold Crayon was due to receive 20 Preferred Shares of APHP.

These Preferred Shares were issued to BC at the end of April 2025.

On November 11, 2024, the Company entered into

an agreement with SSS Entertainment LLC wherein the Company exchanged one million common shares of APHP and the promise to pay

$ 725,000 on or before January 6, 2025, for a 24 % beneficial ownership interest in the feature film currently titled, TURN UP THE SUN

also referred to as POSE, starring James McVoy, Aisling Franciosi, and Lucas Bravo.

TURN UP THE SUN aka POSE is

a psychological thriller, where two couples arrive at a countryside mansion they booked unknowingly together and discover strange

occurrences during their stay.

As part of the agreement APHP will receive an “in Association” credit for the Company and

a “producer” credit for Mr.

November 11, 2024, the Company entered into an agreement with SSS Entertainment LLC wherein the Company exchanged one million common

shares of APHP and the promise to pay $ 725,000 on or before January 6, 2025, for a 24 % beneficial ownership interest in the feature film

currently titled, TURN UP THE SUN also referred to as POSE, starring James McVoy, Aisling Franciosi, and Lucas Bravo.

UP THE SUN aka POSE is a psychological thriller, where two couples arrive at a countryside mansion they booked unknowingly

together and discover strange occurrences during their stay.

As part of the agreement APHP will receive an “in Association”

credit for the Company and a “producer” credit for Mr.

MacGregor, the Company’s CEO.

The agreement also has a default provision, wherein the

event of a default, specifically non-payment of the aforementioned $725,000, the Company will forfeit right to its beneficial

ownership, but not the two credits and further that SSS Entertainment will receive another 500,000 common shares in APHP.

APHP has yet to pay for the film, SSS Entertainment has extended APHP’s rights as of the date of this report.

APHP has yet to

deliver the 500,000 additional shares;

however, APHP’s board has agreed to issue them in the quarter ending June 30, 2025.

Note Payable – Mr.

During the quarter ended March 31,

2025, the Company borrowed $ 173,856 , from Mr.

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

During the quarter ended

March 31, 2025, the Company repaid $ 10,080 under this note.

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.

Note Payable – Board Member

During the quarter ended September 30, 2024, the Company borrowed

$ 5,000 from a member of the Board of Directors.

This note was repaid in full during the quarter

ended March 31, 2025.

NOTE 11 – SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10,

Subsequent Events , the Company has analyzed its operations subsequent to March 31, 2025, to the date these consolidated financial

statements were issued.

Except as noted below, management has determined that it does not have any material subsequent events to disclose

in these consolidated financial statements.

On April 29, 2025, The Noah Morgan Private Family Trust retired

ten preferred shares of the Company in lieu of Mr.

Luessenhop retiring one million shares of APHP as Mr.

Luessenhop was required to do

by the APHP Luessenhop Agreement dated March 11, 2025.

During the period from April 1, 2025 to the date of

this report, Mr MacGregor, the CEO of and a director of the Company, loaned APHP and additional $ 75,000 in accordance with the master

The agreement also has a default

provision, wherein the event of a default, specifically non-payment of the aforementioned $725,000, the Company will forfeit right to

its beneficial ownership, but not the two credits and further that SSS Entertainment will receive another 500,000 common shares in APHP.

During the quarter ended June 30, 2025, the Company delivered the 500,000 additional shares .

Payable – Mr.

the six months ended June 30, 2025, the Company borrowed $ 230,906 , from and repaid $ 10,080 to Mr.

MacGregor pursuant to a master loan

agreement dated March 1, 2023.

the six months ended June 30, 2024, the Company borrowed $ 125,500 from and repaid $ 53,500 to Mr.

MacGregor under the same master loan

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.

Discontinuance of Pending Legal Proceeding

On May 9, 2025, the parties filed a stipulation of discontinuance with

prejudice in the matter of Randall S.

Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc.

Court of New York, County of Kings, Index No.

504677/2019), resulting in the permanent dismissal of the action and the bar against any

future claims.

Sales of Common Stock

During the period January 1, 2025 to present, the Company sold

0 shares of Common Stock.

Morgan Private Family Trust Loan Agreement (“NMPFT”)

the six months ended June 30, 2025, the Company borrowed $ 29,000 , from and repaid $ 0 to NMPFT pursuant to a master loan agreement.

the six months ended June 30, 2024, the Company borrowed $ 280,000 from and repaid $ 0 to NMPFT under the same master loan agreement .The

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

not convertible.

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

Payable – Board Member

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

This note was repaid in full

during the first quarter of 2025.

11 – SUBSEQUENT EVENTS

accordance with FASB ASC 855-10, Subsequent Events , the Company has analyzed its operations subsequent to June 30, 2025, to the

date these consolidated financial statements were issued.

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

material subsequent events to disclose in these consolidated financial statements.

Entertainment Agreement – Turn Up the Sun Option Extension and Barron’s Cove Acquisition

August 1, 2025, the Company entered into an agreement with SSS Entertainment, LLC (“SSS”) to (i) extend to December 31,

2025 its option to acquire a 24 %

ownership interest in the feature film Turn Up the Sun!

(aka Pose ) for $ 725,000

and (ii) acquire all rights, title, and interest in the feature film Barron’s Cove and related secured assets,

including liens, loans, UCC-1 filings, and security interests.

As consideration, the Company issued 500,000 shares of its common stock to SSS’s principal, allocated equally between the option

extension and the asset acquisition.

The Company will pay to SSS the first 85 % of revenues from exploitation of Barron’s Cove

until SSS has recouped $ 2 million, after which all such revenues will be retained by the Company.

SSS may elect to convert future revenue

entitlements into shares of the Company’s common stock at a conversion rate of 2.5 times the retained revenue, subject to a $ 1.00

per share floor.

The Company will also assume up to $ 50,000 in costs to enforce and perfect the secured rights.

Company is assessing the accounting treatment and financial impact of this transaction, which will be reflected in future periods.

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

What changed 10-Q

Item 1. Financial Statements