2026-06-22T10:34:47-07:00 2025-12-31 680260103 REGALIA BERGER & BERGER CPAS 103 TOWN COUNTRY DR STE K DANVILLE CA 94526 990EZ 2025-01-01 991949270 CinemaSFBay CINE 4157569366 3630 Balboa Street San Francisco CA 94121 Jaimi Holker CFO 4157569366 2026-06-22 true Douglas W Regalia P00186389 9253140390 2025 2025-03-06 01:10:19Z X www.cinemasfbay.org X X 126486 X 126486 0 0 0 0 126486 120 120 126366 126366 X 40212 41154 45000 0 126366 0 126366 CinemaSFbay's mission is to educate the general public in the art and science of motion pictures, including independent, documentary, classic, foreign-language, underrepresented, and other culturally diverse and significant films, entertainment, and arts education and to ensure long-term sustainability of our historic neighborhood cinemas Balboa Theater (1926), the Vogue Theater (1912), and the 4-Star Theater (1913). CinemaSFBay is a nonprofit organization that preserves San Franciscos cultural vitality by championing independent and international film in historic community theaters. Jaimi Holker CFO/Secretary 0 0 Adam Bergeron CEO 0 0 Robert Mailer Anderson Director 0 0 Nicholas Da Silva Director 0 0 Mathew Goudeau Director 0 0 Miki Kobenger Director 0 0 Dominique Oneill Director 0 0 false false false false false false false 0 0 0 false 0 0 false CA Jaimi Holker CFO 3630 Balboa Street San Francisco CA 94121 4157569366 false false false false false false false false false false false NONE NONE true X 126486 126486 0 0 0 0 126486 126486 0 0 126486 0 0 0 0 126486 126486 X 0.00000 0.00000 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED Other Expenses.1 Interest & Bank Charges $120 Other Assets.1002 Furniture and Fixtures - Beginning $0 Furniture and Fixtures - Ending $20000 Other Assets.1011 Prepaid Expenses and Deferred Charges - Beginning $0 Prepaid Expenses and Deferred Charges - Ending $25000 Transactions Between Organization and Officers Adam Bergeron, Director and Chief Executive Officer, and Jaimi Holker, Director and Chief Financial Officer.(a) Asset Purchase Agreement between CinemaSF, a California corporation wholly owned by Mr. Bergeron and Ms. Holker (CSF), as seller, and CinemaSFBay, as buyer. (b) License Agreement between CinemaSFBay, as licensor, and CSF, as licensee.(c) Approved Board Minutes (d) The Asset Purchase Agreement (APA) is dated April 3, 2026. The purpose of the APA was to effect the sale of CSFs cinema business assets (which represented substantially all of CSF's assets) to CinemaSFBay, thereby allowing CinemaSFBay to advance its charitable purpose to keep neighborhood theaters alive and sustain movie-going culture in the city of San Francisco and the greater Bay area, showcasing cultural events and promoting the arts. CinemaSFBay disclosed this purpose and intent to operate the theaters that had been operated by CSF to the IRS in its application for 501(c)(3) status, which it obtained in 2025 with application back to CSFs date of incorporation. The purchase price was $137,850. The independent valuation of CSFs assets determined as of December 31, 2025 was between$184,395 (low) and $198,377 (high). The APA, which includes a copy of the independent valuation, is attached. The meeting minutes provide further details about the asset purchase transaction (the Transaction), including the following:The Independent Directors determined that entering into the Transaction is in CinemaSFBays best interests and for its benefit in light of its mission.The Independent Directors determined that the Transaction is just and reasonable as to CinemaSFBay with CinemaSFBay expending substantially less than the Independent Valuation for Sellers [CSFs] business assets.The Independent Directors have knowledge of the material facts concerning the Transaction and Mr. Bergerons and Ms. Holkers interests in the Transaction as the sole shareholders of Seller [CSF].The Independent Directors considered and in good faith determined after reasonable investigation under the circumstances, including the Independent Valuation, that CinemaSFBay could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Potential Diversion of Assets 1) Nature, date, potential diversion of funds, and parties involved:CinemaSFBay transferred monies to CSF prior to finalizing the Asset Purchase Agreement in order to preserve the value of the assets to be acquired. Exhibit D of the Asset Purchase Agreement documents the individual payments, totaling $137,850, which represented the full purchase price of the assets, substantially below the independent valuation. There was no loss of charitable funds. However, the transfers of monies from CinemaSFBay to CSF between 9/8/25 and 2/25/26 were not yet supported by an executed written agreement, and in an abundance of caution and transparency, they are identified here as possible misuses of CinemaSFBays assets.2) Description of the steps the organization took to recover the loss. Attach a copy of any police and/or insurance report:As noted above, there was no loss of charitable funds. The transfers of monies from CinemaSFBay to CSF were payments for the assets made prematurely but subject to the mutual understanding that they were intended to preserve and increase the value of assets to be acquired by CinemaSFBay at below the valuation price, consistent with the representations made by CinemaSFBay in its application for recognition of 501(c)(3) status.3) Description of the procedures the organization implemented to prevent a recurrence of the situation:CinemaSFBay engaged nonprofit and exempt organizations legal counsel for guidance in 2026 prior to finalizing the asset purchase and entering into the Asset Purchase Agreement. CinemaSFBay invested a significant amount for legal advice and building the leaderships understanding of applicable laws and compliance matters, including related to 501(c)(3)-consistent operations and interested director transactions.