American Picture House (APHP) slashes H1 2026 loss amid liquidity strain
American Picture House Corporation reported very limited revenue and a much smaller loss for the six months ended June 30, 2026. Revenue was $1,220, all from film-related arrangements, compared with no revenue a year earlier. The net loss narrowed sharply to $242,697 from $1,249,465, driven mainly by lower general and administrative expenses.
Total assets were $1,319,247 and total liabilities $1,795,987, resulting in a stockholders’ deficit of $476,740. Cash was $0 with a book overdraft, and working capital was a deficit of about $1.5 million, so the company disclosed substantial doubt about its ability to continue as a going concern.
Produced and licensed content costs rose from $300,000 to $1,175,000, largely from non‑cash funding of projects such as MOTION and an untitled SSS‑produced picture. The company relies on high‑cost debt, including a $149,900 EIDL loan and a $97,905 commercial line of credit, plus new convertible notes. Management also reported ongoing material weaknesses in internal control over financial reporting and noted arbitration proceedings related to prior consulting agreements.
Positive
- Net loss sharply reduced: Six‑month net loss fell to $242,697 from $1,249,465, helped by a drop in general and administrative expenses from $1,225,863 to $169,137, a significant improvement in operating results.
- Content portfolio expanded: Produced and licensed content costs increased from $300,000 to $1,175,000, reflecting additional economic interests in films such as MOTION and an untitled SSS‑produced picture, which could support future revenue.
- Substantial receivable collections: The company collected about $1,029,404 under its BARRON’S COVE revenue collection rights in the first half of 2026, demonstrating that some structured film finance positions are generating cash inflows.
Negative
- Going‑concern uncertainty: As of June 30, 2026 the company had no cash, a book overdraft, a working capital deficit of about $1.5 million, and an accumulated deficit of $8.1 million, leading management to state substantial doubt about its ability to continue as a going concern.
- Continuing net losses and minimal revenue: Six‑month revenue was only $1,220 while the company still recorded a $242,697 net loss, indicating the business is not yet generating meaningful operating income.
- High‑cost and dilutive financing: The capital structure includes a $149,900 EIDL loan at 3.75%, a $97,905 commercial line of credit with interest up to about 34.3%, and new convertible notes with original issue discounts and equity components, increasing leverage and potential dilution.
- Material weaknesses in internal controls: Management concluded disclosure controls and procedures were not effective as of June 30, 2026 due to previously identified material weaknesses in internal control over financial reporting, with remediation efforts still incomplete.
- Ongoing arbitration proceedings: The company remains involved in JAMS arbitration related to consulting agreements, which could entail costs and uncertainty, although it disputes the claims and reserves all rights.
Filing Explained
As of August 13, 2026, 930,000 issued shares increased the common count to 114,691,925; 300,000 additional options remain conditional on collections.
The company reports that the conditions for its BECKY 3 securities were satisfied on
These issuances increase the common share count and reduce existing holders’ percentage ownership absent offsetting changes. Of the issuance, 250,000 shares were consideration for BECKY 3 rights, while the related 300,000 options carry a
The company reported no collections toward that entitlement as of the report date, so none of those options were exercisable then. It also granted 700,000 options to SSS Entertainment designees effective
The remaining 680,000 shares included 600,000 sold for
Key Figures
Key Terms
going concern financial
produced and licensed content costs financial
original issue discount financial
senior equity recoupment preference financial
Multi-Film Investment and Compensation Agreement financial
material weaknesses financial
Earnings Snapshot
FAQ
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
COMMISSION
FILE NO.
(Exact name of registrant as specified in its charter)
| 7812 | ||||
(State or another jurisdiction of incorporation) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(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.
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).
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 ☐
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
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 | $ | - | $ | |||||
| 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 $ | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Cash overdraft | - | |||||||
| Accounts payable and accrued expenses | ||||||||
| Deferred revenue, current portion | ||||||||
| Interest payable - related party | ||||||||
| Interest payable - EIDL loan | ||||||||
| Note payable | ||||||||
| Note payable - related party | ||||||||
| Note payable | ||||||||
| Commercial Line of Credit | ||||||||
| Total Current Liabilities | ||||||||
| Economic injury disaster loan, non-current | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Common Stock $ | ||||||||
| Preferred Stock $ | - | - | ||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
* 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 | $ | - | $ | - | $ | $ | - | |||||||||
| Cost of revenues | - | - | - | - | ||||||||||||
| Gross profit | - | - | - | |||||||||||||
| Operating Expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | - | - | - | - | ||||||||||||
| Sales and marketing | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Net Operating Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expenses): | ||||||||||||||||
| Interest income | - | - | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Other Income (Expenses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes | - | - | - | - | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share - Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares used in per share computation - Basic and Diluted | ||||||||||||||||
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 | $ | | $ | - | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Preferred stock redeemed in exchange for assets | - | - | ( | ) | - | ( | ) | - | ( | ) | ||||||||||||||||||
| Stock option compensation | - | - | - | - | - | |||||||||||||||||||||||
| Net Loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | - | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Common Stock issued for services | - | - | ||||||||||||||||||||||||||
| Stock option compensation | - | - | - | - | - | |||||||||||||||||||||||
| Net Loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | - | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid In | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Par Value | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | - | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Financing costs settled in shares of stock | - | - | - | |||||||||||||||||||||||||
| Note payable ($ | - | - | - | |||||||||||||||||||||||||
| Net Loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | - | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Net Loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | - | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
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) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Income (Loss) to Net Cash Flows from Operating Activities: | ||||||||
| Reserve for uncollectible receivable | - | |||||||
| Expiration of produced and licensed costs | - | |||||||
| Stock option expense | - | |||||||
| Commons stock issued for services | - | |||||||
| Preferred stock redeemed in exchange for assets | - | ( | ) | |||||
| Note payable converted to equity | ( | ) | - | |||||
| Financing costs paid in shares of common stock | - | |||||||
| Amortization expense | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Receivables - related party | - | |||||||
| Loans receivable, film financing arrangements | - | - | ||||||
| Produced and licensed costs | ( | ) | ( | ) | ||||
| Cash overdraft | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Interest payable - related parties | ( | ) | ||||||
| Interest payable - EIDL loan | ( | ) | ( | ) | ||||
| Deferred revenue | - | - | ||||||
| Net Cash Flows from Operating Activities | ( | ) | ( | ) | ||||
| 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 | ||||||||
| Repayment of debt borrowings - related parties | ( | ) | ( | ) | ||||
| Proceeds from commercial line of credit | - | |||||||
| Repayments on commercial line of credit | - | - | ||||||
| Proceeds from note payable | - | |||||||
| Repayment of note payable | ( | ) | - | |||||
| Proceeds from sale of Common Stock | - | - | ||||||
| Net Cash Flows from Financing Activities | ||||||||
| Net Increase in Cash and Cash Equivalents | ( | ) | ||||||
| Cash and Cash Equivalents, Beginning of Period | - | |||||||
| Cash and Cash Equivalents, End of Period | $ | - | $ | |||||
| $ | - | |||||||
| Non-cash Financing and Investing Activities: | ||||||||
| Notes payable converted to Common Stock | - | |||||||
| Financing costs paid in Common Stock | - | |||||||
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,
Schedule of Accounts Receivable
| June 30, 2026 | December 31, 2025 | |||||||
| Accounts receivable, CAMA | $ | $ | - | |||||
| Accounts receivable, Collection Service Fees | $ | |||||||
| Accounts receivable | $ | $ | ||||||
| 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 | $ | $ | ||||||
| Produced and licensed content cost | $ | $ | ||||||
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 ($
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.
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 $
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 $
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 $
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 | ||||||||
| Stock options | ||||||||
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
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 $
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 $
Commercial Line of Credit
The
American Express line of credit balance was $
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
During
the six months ended June 30, 2026, Labrys converted $
Subsequent to June 30, 2026, the
| 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
During
the six months ended June 30, 2026, Labrys converted $
NOTE 5 – Related Party Debt and Interest
Note Payable – Mr. MacGregor
During
the three months ended June 30, 2026, the Company borrowed $
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
NOTE 6 – Equity and Stock-Based Compensation
Authorized
Capital. The Company has
Common
and Preferred Shares. As of June 30, 2026 and December 31, 2025, the Company had
Share Issuances Subsequent to June 30,
2026. On August 6, 2026, the Company issued an aggregate of
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
Stock
Options. As of June 30, 2026 and December 31, 2025,
The Company also granted options to purchase an aggregate of
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 $
| 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 $
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 $
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 $
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
| F-10 |
The
The
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
Other share issuances. On August 6, 2026, in
addition to the shares described above, the Company issued an aggregate of
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
| 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
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 |