American Picture House Corp
For the period ended Mar 31, 2025. Filed May 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 13, 2025
APHPStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-13.
0001493152-24-045063
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0001641172-25-009895
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 63 previous paragraphs and 69 current paragraphs.
20 unchanged; 10 reworded; 39 added; 28 removed; 5 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (39)
Current report
Corporate History
Current report
American Picture House Corporation was incorporated in Nevada on September 21, 2005 under the name 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.
Current report
The Board of Directors approved a 50:1 reverse stock split that became effective in the marketplace on October 11, 2021.
Current report
Following the reverse stock split, on September 13, 2021, the Company also adopted an amendment, which was independent of the above-mentioned reverse stock split, to the Company’s Articles of Incorporation to reduce the number of authorized shares from 4,700,000,000 shares of Common Stock at $0.0001 par value to 1,000,000,000 shares of Common Stock at $0.0001 par value.
Current report
On October 16, 2024 the shareholders approved our Second Amended and Restated Articles of Incorporation, which amends Article VI, paragraph A. (1) of our current Amended and Restated Articles of Incorporation to grant authorization to our Board of Directors to determine, without shareholder approval, the designations, preferences, limitations, restrictions, and relative rights of any additional classes of Preferred Stock, and variations in the relative rights and preferences as between different series. The Company has filed the Second Amended and Restated Articles of Incorporation with the State of Wyoming in April 2025.
Current report
As of May 13, 2025, the Company has 1,001,000,000 shares authorized, including 1,000,000,000 common shares and 1,000,000 preferred shares.
Current report
Common Shares - As of May 13, 2025, APHP has 1,000,000,000 common shares authorized of which 112,399,325 shares issued and outstanding. As of May 13, 2025, the total number of shareholders of record was 332. All common shares are entitled to participate in any distributions or dividends that may be declared by the Board of Directors, subject to any preferential dividend rights of outstanding shares of preferred shares.
Current report
Preferred Shares - As of May 13, 2025, the Company had 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, 3,839 Series A preferred shares are issued and outstanding. The Series A preferred shares do not have any rights to dividends; voting - each share of Series A preferred shares carries a superior voting right to the Company’s common shares, each Series A preferred share shall be counted as 1,000,000 votes in any Company vote. Each Series A preferred share is convertible at a ratio of 1 to 100,000 so that each one share of Series A preferred shares may be exchanged for 100,000 common shares. Series A preferred shares hold a first position lien against all of the Company’s assets including but not limited to the Company’s IP (“Intellectual Property”). The Preferred shares do not have any specific redemption rights or sinking fund provisions.
Current report
Voting Control – As of May 13, 2025, Our Chief Executive Officer and Chairman of the board of Directors, Bannor Michael MacGregor, is the beneficial owner of 23,654,603 shares of common stock, which controls 21.05% of the outstanding common voting shares. Mr. MacGregor is the owner of 3,819 (99.5%) of the Company’s 3,839 shares of issued and outstanding Series A preferred stock. Mr. MacGregor is also the controlling person as the principal of BC, holder of the remaining 20 (0.5%) preferred shares The Company’s Series A preferred shares have voting rights equal to 1,000,000 votes per each one share. As such, Mr. MacGregor has voting rights equal to 3,862,654,603 shares of common stock, representing 97.75% of voting rights,
Current report
Business Overview
Current report
American Picture House Corporation (“APHP”), also known as American Picture House Pictures, aims to become a premier entertainment company focused on the development, financing, and production of feature films, limited series, and content-driven technologies. Led by astute financiers and supported by accomplished creatives, the Company is committed to delivering high-quality content with broad market appeal.
Current report
Historically, APHP has offered strategic consulting services to clients within the entertainment sector, providing guidance in areas such as business planning, financial projections, and corporate marketing. While these engagements showcased the Company’s expertise in both entertainment and general business strategy, APHP has since pivoted away from providing independent consulting services. Moving forward, the Company will concentrate exclusively on internal content development and strategic partnerships.
Current report
APHP is now focused on partnering with filmmakers, showrunners, content creators, and innovative technology partners to develop, package, finance, and produce compelling film and television projects. The Company’s leadership, Board of Directors, and advisory team bring decades of experience across key entertainment functions, including writing, producing, directing, casting, sales, and licensing, with long-standing relationships at major studios and production companies. Although these relationships have yet to translate into direct business for APHP, the Company anticipates leveraging these connections in its upcoming projects.
Current report
Strategic Focus: Mid-Budget Productions
Current report
APHP specializes in mid-budgeted productions where the majority, if not all, of the production budget can be secured against the project’s intellectual property (“IP”), projected and pre-sold licensing agreements, incentive programs, tax credits, and grants. The value of the IP, such as book rights, screenplays, or scripts, can be significantly enhanced by the attachment of award-winning talent, seasoned producers, and skilled directors, making it a critical asset for financial structuring.
Current report
By assembling robust production packages that include proven creative elements and cost-efficient strategies, such as filming in incentive-friendly locations and building lean budgets, APHP can mitigate financial risk, reduce its equity exposure, and attract third-party investment. These efforts are designed to improve profitability and maximize investor confidence through the development of bankable content.
Current report
APHP’s strategic approach emphasizes financial sophistication, creative excellence, and the use of forward-thinking technology. To date, APHP owns and has optioned several IPs with the goal of co-producing and co-financing both feature films and limited series.
Current report
Understanding APHP’s Strategy Through the Filmmaking Lifecycle
Current report
To better explain APHP’s business model, the filmmaking process can be broken down into five key stages, each with distinct responsibilities and goals:
Current report
APHP’s strategy is to participate meaningfully at each of these stages, especially in development, financing, and packaging, to ensure that every project is positioned for both creative and commercial success.
Current report
APHP’s business strategy centers on acquiring or optioning intellectual properties, such as book rights, screenplays, and scripts, that have already undergone a meaningful level of development investment. In many cases, these properties were advanced by their original creators or teams who, after making substantial financial or creative commitments, chose to pause or abandon further development due to budgetary or strategic reasons.
Current report
By targeting projects at this stage, APHP aims to acquire valuable entertainment assets at a reduced upfront cost. In exchange, we may offer the original team a share in future revenues generated by the property. This approach enables us to:
Current report
Our strategy is predicated on our management team’s ability to identify projects with unrealized potential and execute on the next stages of development where previous efforts may have stalled. This includes leveraging our experience, industry relationships, and financial acumen to transform dormant or undervalued IP into market-ready content.
Current report
Value Creation Initiatives
Current report
Once acquired, we enhance the value of these properties through a multi-pronged strategy that includes:
Current report
This methodical, value-driven approach allows APHP to position each project for optimal creative execution, financial performance, and market success, ultimately maximizing returns for the Company and its partners.
Current report
Organizational Structure
Current report
At present, the Company has no employees. We do, however, utilize the services of consultants. The Company is managed by its officers. Bannor Michael MacGregor is the CEO, Jonathan Sanger is the President, Michael Blanchard is the Secretary, and Daniel Hirsch is the Treasurer, all report to a Board of Directors. At present, only Bannor Michael MacGregor is under a Consulting Agreement.
Current report
Our Offices
Current report
The Company maintains three virtual offices in New York, NY, Raleigh, NC, and Los Angeles, CA.
Current report
Cybersecurity Update
Current report
APHP’s risk management program remains unchanged; see “Item 8. Cybersecurity” in our Annual Report on Form 10-K for a full discussion of our risk management and governance framework.
Current report
The Company had revenues totaling $0 and $23,003 during the quarters ended March 31, 2025 and 2024, respectively. All of the 2024 revenues were from theBUFFALOEDCAMA
Current report
Other Income(Expense)
Current report
During the three months ended March 31, 2024, operating activities used approximately $441,000 of cash, including providing a $220,000 of financing to a film production company and payments resulting in a $42,000 reduction in accounts payable and accrued expenses.
Current report
During the three months ended March 31, 2025, net cash provided by financing activities was approximately $265,000 which included approximately $250,000 of related party borrowings and approximately $15,000 of proceeds from the sale of Common Stock.
Current report
Other Material Developments and Trends
Current report
Ongoing Concerns
Current report
We continue to face significant liquidity challenges and have concluded that substantial doubt exists about our ability to continue as a going concern through the next 12 months. We plan to address this by seeking additional funding sources like a short-term bridge loan, a medium-term credit-line, and a significant longer-term financial raise and the Company has reduced operating costs, but there is no assurance we will succeed.
Removed paragraphs (28)
Previous report
American Picture House Corporationaka American Picture House Pictures plans to be a premiere entertainment company with a focus on feature films, limited series, and content-enhancing technologies. APHP is managed by astute financiers and supported by seasoned creatives. To date, the Company has provided general consulting services to entertainment industry-based clients. These clients were interested in our entertainment industry expertise and general business knowledge. The services provided included the strategy, development, and procurement of materials including; business plans, financial projections, and corporate marketing materials for the entertainment industry. The Company has refocused its efforts and will no longer be providing these services to independent clients. Going forward, APHP plans to partner with filmmakers, showrunners, content developers and strategic technology partners to develop, package, finance, and produce high-quality feature films and television shows with broad-market appeal. The Company’s management, Board of Directors and advisors have had relationships with major studios due to many of them having worked within the entertainment industry on many films and shows in a variety of specialties including: writing, producing, directing, casting, sales, and licensing. Although these relationships have not yet yielded results to APHP to date, the Company anticipates it will be able to access these relationships to benefit the Company in its future endeavors.
Previous report
The Company intends to specialize in mid-budgeted productions where more than 100% of the budget can be collateralized by a film’s or show’s intellectual property (‘IP”), unsold licensing sales projections, pre-sold licensing contracts, incentive agreements, tax rebates, and grants. The Company’s management and advisors will use these assets to limit risk and guarantee greater profitability. The IP (e.g., the book rights, script, screenplay, etc.) of a particular film or show usually has a quantifiable value, especially if such IP was written by a recognized author or by a WGA (“Writers Guild of America”) writer and further enhanced by the addition of competent producers, proven directors and directors of photography, and talented actors. While the IP itself has value, the previously mentioned elements plus the addition of factors like choosing favorable filming locales to film in (that provide monetary and/or tax incentives) and formulating lean budgets, enable third party financiers to quantify a film’s or show’s value and this quantifiable-value can be utilized to secure additional equity investors and or be utilized to secure loans. Through the development of a strong package, APHP can limit its overall financial exposure, mitigate financial risk, and reduce the equity required from the Company to produce a film or show Loans and additional equity, are usually only secured for films that have a package that has strong elements and additional factors; therefore, a reduction in equity combined with third-party participation also is expected to increase profitability to the Company.
Previous report
The Company will strive to become synonymous with creative ability, financial sophistication, and leading-edge technology. The Company has optioned IP with the intent to co-finance and co-produce feature films and limited series shows.
Previous report
Filmmaking Stages and Our Strategy
Previous report
To understand our business strategy, it is useful to think of filmmaking in five stages - often with different teams involved at different stages:
Previous report
Our business strategy is to purchase and/or option “entertainment properties” (e.g., book rights, screenplays, scripts,etc.). that have had some level of financial investment in the development stage before we acquire the entertainment property where the initial owner or development team decided to stop development for financial or other reasons after making a substantial investment in development. For this investment, we may share with the original team rights to revenue from the acquired entertainment properties. This strategy will allow the Company to reduce our initial cash outlay when acquiring intellectual properties, allows us to allocate more funds in moving the entertainment property up the filmmaking chain, gives us assistance and goodwill from the original development team, and reduces our financial risks.
Previous report
Our strategy requires us to make an informed assessment that our management team has the ability to move the script forward where the initial team failed while allowing APHP to capitalize on the initial investment.
Previous report
We seek to build value in our entertainment properties by many means, including the following:
Previous report
The Company did not have any revenues during the quarters ended September 30, 2024 and 2023.
Previous report
Research and Development Expenses
Previous report
Research and development expenses for the three months ended September 30, 2024 were $0 compared to $8,803 for the nine months ended September 30, 2023.
Previous report
During the three months ended September 30, 2023, operating activities used approximately $398,000 of cash, primarily resulting from our net loss of approximately $507,000, partially offset by non-cash charges and changes in our operating assets and liabilities of $108,000.
Previous report
During the three months ended September 30, 2023, net cash provided by financing activities was approximately $700,000 including approximately $803,000 of proceeds from the sale of Common Stock partially offset by net repayments of $103,000 on related party borrowings.
Previous report
Nine months ended September 30, 2024 Compared to nine months ended September 30, 2023
Previous report
Revenues and Cost of Revenues
Previous report
During the nine months ended September 30, 2023 and 2022, the Company had revenues of approximately $23,000 and $169,000, respectively. The 2024 revenues were derived from the Company’s interest in theBuffaloed CAMA. The Company’s 2023 revenue came from contracts with customers for consulting services and from the licensing and distribution of film and other entertainment rights.
Previous report
General and administrative expenses for the nine months ended September 30, 2024 were approximately $2,198,000 compared to approximately $1,074,000 for the nine months ended September 30, 2023, an increase of approximately $1.1M. The increase was primarily attributable to the Company recording approximately $1,258,000 of stock option expense in the 2024 period along with a $43,000 net increase in consulting fees. The 2023 period included approximately $194,000 of bad debt expense. As a public company, we expect general and administrative costs to continue to increase in future periods.
Previous report
Research and Development Expenses
Previous report
Research and development expenses for the nine months ended September 30, 2024 were approximately $700 compared to $8,800 for the nine months ended September 30, 2023.
Previous report
Liquidity and Capital Resources
Previous report
Operating Activities
Previous report
During the nine months ended September 30, 2024, operating activities consumed substantially all of the Company’s available cash resources of approximately $773,000.
Previous report
During the nine months ended September 30, 2023, operating activities used approximately $717,000 of cash, primarily resulting from our net loss of approximately $954,000, partially offset by non-cash charges and changes in our operating assets and liabilities of $238,000.
Previous report
Investing Activities
Previous report
During the nine months ended September 30, 2024 and 2023, investing activities included approximately $10,000 and $37,000 of produced and licensed film production costs. Additionally, during the 2024 and 2023 periods, the Company invested approximately $22,000 and $9,000 in website development costs, respectively.
Previous report
Financing Activities
Previous report
During the nine months ended September 30, 2024, net cash provided by financing activities was approximately $601,000 including $169,000 of proceeds from the sale of Common Stock and $432,000 from net related party borrowings.
Previous report
During the nine months ended September 30, 2023, net cash provided by financing activities was $1.3 million of proceeds from the sale of Common Stock. Additionally, during 2023 period the Company borrowed and fully repaid $178,500 under a promissory note with the Company’s chief executive officer.
Reworded paragraphs (10)
Previous wording
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current wording
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS
Previous wording
Our significant accounting policies are fully described inNote 2 to our financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.
Current wording
Our significant accounting policies are fully described inNote 2to our financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.
Previous wording
The following table summarizes our results of operations for the three months ended September 30, 2024 and 2023:
Current wording
The following table summarizes our results of operations for the three months ended March 31,2025 and 2024:
Previous wording
General and administrative expenses for the three months ended September 30, 2024 were approximately $316,000 compared to approximately $495,000 for the three months ended September 30, 2023, a decrease of approximately $180,000. The 2023 period included approximately $92,000 of legal and professional fees associated with filing the Company’s Form 10 and $50,000 related to investment due diligence. Additionally, the travel expenses were approximately $21,000 higher during the 2023 period.
Current wording
General and administrative expenses for the three months ended March 31, 2025 were approximately $475,000 compared to approximately $1,502,000 for the three months ended March 31, 2024, a decrease of approximately $1,026,000. The 2024 period included $1,258,160 of stock option expense compared to $232,995 in the 2025 period, a change of approximately$1,025,000.
Previous wording
Sales and marketing expenses for the nine months ended September 30, 2024 were approximately $25,000 compared to $0 for the three months ended September 30, 2023. Sales and marketing expenses relate to our engagement of a part-time marketing consultant during the period and related expenses.
Current wording
Sales and marketing expenses for the three months ended March 31, 2025 were approximately $0 compared to approximately $14,000 for the three months ended March 31, 2024, a decrease of approximately $14,000.
Previous wording
Interest Expense. Interest expense for the three months ended September 30, 2024 and 2023 was $12,276 and $2,993, respectively, and was primarily related to ourEconomic Injury Disaster Loan (“EIDL”), commercial line of credit and related party working capital loans.
Current wording
Interest Expense.Interest expense for the three months ended March 31, 2025 and 2024 was $12,919 and $3,185, respectively, and was primarily related to ourEconomic Injury Disaster Loan (“EIDL”), commercial line of credit and related party working capital loans.
Previous wording
We had an accumulated deficit of approximately $7.2 million, incurred a net loss of approximately $327,000, and had cash outflows from operations of approximately $773,000 as of and for the three months ended September 30, 2024. Further, we expect to continue to incur significant costs in the pursuit of our business plans. We cannot assure you that our plans to raise capital or to complete our film development and production activities will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
Current wording
We had an accumulated deficit of approximately $7.8 million, incurred a net loss of approximately $489,000, and had cash outflows from operations of approximately $155,000 as of and for the three months ended March 31, 2025. Further, we expect to continue to incur significant costs in the pursuit of our business plans. We cannot assure you that our plans to raise capital or to complete our film development and production activities will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
Previous wording
During the three months ended September 30, 2024, operating activities consumed approximately $31,000 of cash, representing substantially all of the Company’s cash on hand. Accounts payable and accrued expenses increased by approximately $301,000 during the quarter due to a lack of liquidity to meet current obligations as they became due and payable.
Current wording
During the three months ended March 31, 2025, operating activities consumed approximately $155,000 of cash. Accounts payable and accrued expenses increased by approximately $88,000 during the quarter due to a lack of liquidity to meet current obligations as they became due and payable.
Previous wording
During the three months ended September 30, 2024 and 2023, investing activities included approximately $2,000 and $27,000 of produced and licensed film production costs.
Current wording
During the three months ended March 31, 2025 and 2024, investing activities included approximately $0 and $3,000 of costs related to development of the Company’s website.
Previous wording
During the three months ended September 30, 2024, net cash provided by financing activities was $26,000 which included approximately $37,000 of related party borrowings net of approximately $11,000 of debt repayments.
Current wording
During the three months ended March 31, 2025, net cash provided by financing activities was $160,000 which included approximately $174,000 of related party borrowings net of approximately $15,000 of debt repayments.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
The following table summarizes our results of operations for the nine months ended September 30, 2024 and 2023:
Previous report — wording carried elsewhere
*Interest Income.*Interest income for the nine months ended September 30, 2024 and 2023 was $1,818 and $2,793, respectively, and consisted of interest earned on invested cash balances.
Previous report — wording carried elsewhere
Interest Expense. Interest expense for the nine months ended September 30, 2024 and 2023 was $28,281 and $6,934, respectively, and was primarily related to ourEconomic Injury Disaster Loan (“EIDL”) and working capital loan.
Previous report — wording carried elsewhere
During the first nine months of 2024, the Company sold 691,000 shares of Common Stock for $0.25 per share resulting in total proceeds of approximately $469,000. During the nine months ended September 30, 2023, the Company sold 7,147,498 shares of Common Stock at prices between $0.15 and $0.20 per share resulting in total proceeds of approximately $716,000. We had an accumulated deficit of approximately $7.2 million, incurred a net loss of approximately $2.2 million, and had cash outflows from operations of approximately $773,000 as of and for the nine months ended September 30, 2024. Further, we expect to continue to incur significant costs in the pursuit of our business plans. We cannot assure you that our plans to raise capital or to complete our film development and production activities will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
Previous report — wording carried elsewhere
Since our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable future as we develop and produce feature films. To date, we have funded our operations with proceeds from sales of Common Stock and borrowings from related parties under promissory notes. As of September 30, 2024, we had cash and cash equivalents of approximately $0.