American Picture House Corp
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
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.
Jun 30, 2025 · Filed Aug 14, 2025
APHPStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OPERATIONSCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-023619
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 69 previous paragraphs and 93 current paragraphs.
54 unchanged; 11 reworded; 21 added; 3 removed; 1 previous and 7 current paragraphs rearranged.
Tables are not compared: 4 previous and 5 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 (21)
Current report
The following discussion and analysis should be read in conjunction with our condensed financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements due to various factors, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
Current report
**Recent Developments
Current report
On August 1, 2025, subsequent to the end of the second quarter, the Company entered into an agreement with SSS Entertainment, LLC (“SSS”) to extend to December 31, 2025 its option to acquire a 24% ownership interest in the feature film Turn Up the Sun! (aka Pose) for $725,000 and to acquire all rights, title, and interest in the feature film Barron’s Cove and related secured assets. As consideration, the Company issued 500,000 shares of its common stock, allocated equally between the option extension and the asset acquisition. The agreement also provides for the Company to pay SSS the first 85% of revenues from exploitation of Barron’s Cove until SSS has recouped $2 million, after which all such revenues will be retained by the Company. SSS may elect to convert future revenue entitlements into shares of the Company’s common stock at a conversion rate of 2.5 times the retained revenue, subject to a $1.00 per share floor. Management believes this transaction expands the Company’s film portfolio and may provide additional revenue opportunities in future periods.
Current report
Voting Control – As of August 14, 2025, Mr. Bannor Michael MacGregor, the Company’s Chief Executive Officer and Chairperson, beneficially owned 24,413,041 shares of the Company’s common stock (including options exercisable within 60 days), representing approximately 21.62% of the outstanding common shares. In addition, Mr. MacGregor directly and indirectly beneficially owns and controls all 3,839 issued and outstanding shares of the Company’s Series A Preferred Stock, representing 100% of that class. Each Series A Preferred Share has voting rights equal to 1,000,000 votes per share, for an aggregate of 3,839,000,000 votes. When combined with the voting rights associated with his common stock ownership, Mr. MacGregor controls voting rights equivalent to 3,863,163,041 shares of common stock, or approximately 97.75% of the Company’s total voting power.
Current report
General and administrative expenses for the three months ended June 30, 2025 were approximately $750,000 compared to approximately $380,000 for the three months ended June 30, 2024, an increase of approximately $370,000. 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 2024 period. These one-time expenses were offset by lower operational expenses.
Current report
Sales and marketing expenses for the three months ended June 30, 2025 were approximately $1,000 compared to approximately $11,000 for the three months ended June 30, 2024, a decrease of approximately $10,000.
Current report
During the three months ended June 30, 2025, net cash provided by financing activities was $86,000 which was comprised of $86,000 of related party borrowings.
Current report
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Current report
Revenues and Cost of Revenues
Current report
The Company had no revenue during the six months ended June 30, 2025. During the six months ended June 30, 2024, the Company had revenues totaling $23,000 all of which were from theBUFFALOED CAMA.
Current report
General and Administrative Expenses
Current report
Sales and Marketing Expenses
Current report
Sales and marketing expenses for the six months ended June 30, 2025 were approximately $2,000 compared to approximately $25,000 for the six months ended June 30, 2024, a decrease of approximately $23,000.
Current report
Other Income (Expense)
Current report
Liquidity and Capital Resources
Current report
Operating Activities
Current report
During the six months ended June 30, 2024, operating activities used approximately $749,000 of cash, including providing a $396,000 of financing to film production companies.
Current report
Investing Activities
Current report
Financing Activities
Current report
During the six months ended June 30, 2025, net cash provided by financing activities was $86,000 which was comprised of $86,000 of related party borrowings.
Current report
During the six months ended June 30, 2024, net cash provided by financing activities was approximately $576,000 including $415,000 of proceeds from the sale of Common Stock and $407,000 of net working capital financing under a master loan agreement from a related party and a commercial line of credit.
Removed paragraphs (3)
Previous 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,
Previous report
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 report
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.
Reworded paragraphs (11)
Previous wording
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 OF OPERATIONS
Previous wording
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 wording
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 filed the Second Amended and Restated Articles of Incorporation with the State of Wyoming in April 2025.
Previous wording
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 wording
Common Shares - As of August 14, 2025, APHP has 1,000,000,000 common shares authorized of which 112,899,3325 shares issued and outstanding. As of August 14, 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.
Previous wording
The following table summarizes our results of operations for the three months ended March 31,2025 and 2024:
Current wording
The following table summarizes our results of operations for the three months ended June 30, 2025 and 2024:
Previous wording
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 wording
The Company had no revenues during the quarters ended June 30, 2025 and 2024,
Previous 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.
Current wording
Interest Expense.Interest expense for the three months ended June 30, 2025 and 2024 was $8,897 and $12,820, 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 $7.8 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.
Current wording
We had an accumulated deficit of approximately $8.5 million, incurred a net loss of approximately $761,000, and had cash outflows from operations of approximately $90,000 as of and for the three months ended June 30, 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 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.
Current wording
During the three months ended June 30, 2025, operating activities consumed approximately $90,000 of cash. Accounts payable and accrued expenses increased by approximately $161,000 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 March 31, 2025 and 2024, investing activities included approximately $0 and $3,000 of costs related to development of the Company’s website.
Current wording
During the three months ended June 30, 2025 and 2024, investing activities included approximately $0 and $19,000 of costs related to development of the Company’s website.
Previous wording
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 wording
During the three months ended June 30, 2024, net cash provided by financing activities was approximately $311,000 which included approximately $211,000 of related party borrowings and approximately $154,000 of proceeds from the sale of Common Stock.
Previous 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.
Current wording
General and administrative expenses for the six months ended June 30, 2025 were approximately $1,226,000 compared to approximately $1,882,000 for the six months ended June 30, 2024, a decrease of approximately $656,000. The 2025 period included $306,000 of stock-based compensation expense compared to $1,258,000 in the 2024 period. The 2025 period also included 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.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
The following table summarizes our results of operations for the six months ended June 30, 2025 and 2024:
Current report — wording carried from elsewhere
*Interest Income.*Interest income for the six months ended June 30, 2025 and 2024 was minimal and consisted of interest earned on invested cash balances.
Current report — wording carried from elsewhere
Interest Expense.Interest expense for the six months ended June 30, 2025 and 2024 was $21,816 and $16,005, respectively, and was primarily related to ourEconomic Injury Disaster Loan (“EIDL”), commercial line of credit and related party working capital loans.
Current report — wording carried from elsewhere
We had an accumulated deficit of approximately $8.5 million, incurred a net loss of approximately $1,249,000, and had cash outflows from operations of approximately $245,000 as of and for the six months ended June 30, 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.
Current report — wording carried from 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 June 30, 2025, our cash and cash equivalents were negligible and we were not able to meet our current obligations as they became due and payable.
Current report — wording carried from elsewhere
During the six months ended June 30, 2025, operating activities consumed approximately $245,000 of cash. Accounts payable and accrued expenses increased by approximately $248,000 during the quarter due to a lack of liquidity to meet current obligations as they became due and payable.
Current report — wording carried from elsewhere
During the six months ended June 30, 2025 and 2024, investing activities included approximately $0 and $22,000 of costs related to development of the Company’s website.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS