What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-06 · 78 added, 321 removed, 19 unchanged (95% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

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.

Entertainment Agreement – TURN UP THE SUN Option Extension and Barron’s Cove Acquisition

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

its option to acquire a 24% ownership interest in the feature film TURN UP THE SUN!

(aka POSE ) for $725,000 and (ii.) acquire

all rights, title, and interest in the feature film Barron’s Cove and related secured assets, including liens, loans, UCC-1

filings, and security interests.

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

and the asset acquisition.

The Company will pay to SSS the first 85% of revenues from exploitation of BARRON’S COVE until

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

SSS may elect to convert future revenue entitlements

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

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

On August 30, 2025, Jonathan Sanger resigned as President.

As disclosed in our Current Report on Form 8-K/A filed September

19, 2025, Mr.

Sanger’s resignation followed a dispute regarding certain compensation matters under his consulting agreement and

did not involve any disagreement with the Company on any other matter relating to operations, policies, or practices.

Our Board has initiated

a process to evaluate and implement any necessary adjustments to management responsibilities.

September 16, 2025, Donald J.

Harris resigned from our Board of Directors, effective immediately.

As disclosed in our Current Report

on Form 8-K filed September 19, 2025, Mr.

Harris’s resignation was not the result of any disagreement with the Company on any matter

relating to operations, policies, or practices.

The Board is evaluating its composition following his resignation.

markets update.

On September 12, 2025, we entered into an Equity Line of Credit (“ELOC”) with RH2 Equity Partners, L.P.,

and a related Registration Rights Agreement.

Under the ELOC, we may, at our election and subject to specified conditions, sell newly

issued shares of our common stock to the investor over a 24-month period in an amount up to the lesser of $100 million or the “Maximum

Common Stock Issuance” (as defined in the ELOC).

Proceeds, if any, may be used for general corporate purposes.

See “Liquidity

and Capital Resources” for additional detail.

of September 30, 2025.

APHP has participated in a number of feature films at or near delivery:

BARRON’S COVE, TURN UP THE SUN!

(aka POSE ), PROTECTOR, THIEVES HIGHWAY , and MOTION (aka GET DA BAG ).

Participation varies by title (first-priority

recoupment/loan position, “in Association with” and Producer credits, options, and development/co-production roles).

not recognized revenue from these projects as of September 30, 2025, unless otherwise disclosed.

See Note 5 “Produced & Licensed

Content” and Note 4 “Film Production Loans and Receivables” for rights, status, and accounting by title.

of September 30, 2025, we had not sold any shares under the ELOC and had not received proceeds.

We may elect to draw in future periods

subject to the conditions in the agreements.

Organizational

History of the Company and Overview

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.

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.

Board of Directors approved a 50:1 reverse stock split that became effective in the marketplace on October 11, 2021.

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.

October 16, 2024 the shareholders approved our Second Amended and Restated Articles of Incorporation, which amends Article VI, paragraph

(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.

of October 27, 2025, the Company has 1,001,000,000 shares authorized, including 1,000,000,000 common shares and 1,000,000 Preferred shares.

Shares - As of October 27, 2025, APHP has 1,000,000,000 common shares authorized of which 112,899,325 shares issued and outstanding.

As of October 27, 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 - As of October 27, 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.

Control – October 27, 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.

Picture House Corporation (“APHP”), also known as American Picture House Pictures, is an entertainment company focused on

the development, packaging, financing and production of feature films and limited series.

During 2025, APHP pivoted away from third-party

consulting to concentrate on internally developed projects and selective strategic partnerships.

Our objective over time is to build

a disciplined slate and the organizational capabilities of a scaled independent (“mini-major”);

however, there can be no

assurance that we will achieve this objective.

strategy emphasizes mid-budget projects where a substantial portion of production costs may be supported by project-level structures

(e.g., pre-sales, distribution advances, production incentives/tax credits, and, where available, completion guarantees).

We aim to mitigate

equity exposure by assembling packages that combine bankable creative elements (script/IP, producers, directors, cast) with cost-efficient

production plans (including incentive-eligible jurisdictions).

We may co-produce and/or co-finance with third parties when appropriate.

part of this approach, we acquire or option IP at a stage where prior owners/creators have already invested meaningful development effort,

enabling APHP to advance the material with targeted spend (e.g., WGA rewrites/polish, packaging, schedules and budgets) while maintaining

financial discipline.

Where appropriate, original developers may retain a contingent participation in future project revenues.

intend to leverage industry-standard financing tools and to engage reputable third-party advisors (agencies, legal, sales agents, banks)

on a project-by-project basis.

focus across the filmmaking lifecycle.

APHP participates principally in:

rights acquisition/optioning, story development, and attaching key creative elements;

structuring pre-sales and other project-level funding sources;

detailed budgets, schedules, incentive analysis, and risk mitigation (including completion bond evaluation where applicable).

of the date of this report, APHP continues to develop and evaluate projects in various stages of the pipeline.

Initiatives described

above are subject to market conditions, third-party approvals, availability of financing, and execution risks, and there can be no assurance

that any specific project will be packaged, financed, produced, or commercially successful.

Organizational

present, the Company has no employees.

We do, however, utilize the services of consultants.

The Company is managed by its officers.

Michael MacGregor is the CEO/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.

Company maintains three virtual offices in New York, NY, Raleigh, NC, and Los Angeles, CA.

Accounting Policies and Estimates

management’s discussion and analysis of our financial condition and results of operations are based on our financial statements,

which have been prepared in accordance with U.S.

generally accepted accounting principles, or “GAAP.” The preparation of

these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities,

disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses

during the reported period.

In accordance with GAAP, we base our estimates on historical experience and on various other assumptions

that we believe are reasonable under the circumstances.

Actual results may differ from these estimates under different assumptions or

significant accounting policies are fully described in Note 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.

Cybersecurity

risk management program remains unchanged;

Cybersecurity” in our Annual Report on Form 10-K for a full discussion

of our risk management and governance framework.

date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations.

may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise.

Sheet Arrangements

of Operations — Three Months Ended September 30, 2025 vs.

Three months ended September 30,

Cost of revenues

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

and Cost of Revenues

Company had no revenue during the three months ended September 30, 2025 and September 30, 2024.

and Administrative Expenses

and administrative expenses for the three months ended September 30, 2025 were approximately $67,000 compared to approximately $316,000

for the three months ended September 30, 2024, a decrease of approximately $248,000 as management sought to significantly reduce operational

spend to conserve cash resources.

and Marketing Expenses

and marketing expenses for the three months ended September 30, 2025 were approximately $7,000 compared to approximately $0 for the three

months ended September 30, 2024, an increase of approximately $7,000.

Income (Expense)

Interest income for the three months ended September 30, 2025 and 2024 was minimal and consisted of interest earned on invested

cash balances.

Interest expense for the three months ended September 30, 2025 and 2024 was $30,787 and $12,276, respectively, and was primarily

related to our Economic Injury Disaster Loan (“EIDL ”), commercial line of credit, related party working capital loans,

and a loan a new promissory note entered into during the quarter.

and Capital Resources

had an accumulated deficit of approximately $8.7 million, incurred a net loss of approximately $106,000, and had cash outflows from operations

of approximately $81,000 as of and for the three months ended September 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.

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, 2025, our cash and cash equivalents were approximately $102,00 and we

were not able to meet our current obligations as they became due and payable.

project distributions.

Certain titles, including BARRON’S COVE, may generate future cash inflows to APHP under applicable

distribution waterfalls.

The timing and amount of any such inflows are uncertain and have not been assumed in our near-term liquidity

See Note 5 “Produced & Licensed Content” and Note 4 “Film Production Loans and Receivables”.

the three months ended September 30, 2025 and 2024, operating activities consumed approximately $81,000 and $34,000 of cash, respectively.

the three months ended September 30, 2025 and 2024, investing activities were $0.

the three months ended September 30, 2025, net cash provided by financing activities was $182,000 which was comprised of $115,000 of

new debt financing and $312,000 of net new related party borrowings.

the three months ended September 30, 2024, net cash provided by financing activities was approximately $25,000 which and was comprised

primarily of related party borrowings.

of Operations — Nine Months Ended September 30, 2025 vs.

Nine months ended September 30,

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.

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.

Developments During the First Quarter of 2026

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.

In connection with that Board approval, the Company became obligated,

subject to the agreement terms and applicable approvals, to issue $350,000 in value of common stock to Bannor Michael MacGregor and

The Noah Morgan Private Family Trust, split equally.

PROTECTOR was released

theaters on March 6, 2026.

MOTION remained

in post-production during the quarter.

following table summarizes our results of operations for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Cost of revenues

10 unchanged sentences

Loss before income taxes

$ (1,355,022 )

$ (2,227,072 )

and Cost of Revenues

Company had no revenue during the three months ended September 30, 2025 and September 30, 2024.

Company had no revenue during the nine months ended September 30, 2025.

During the nine months ended September 30, 2024, the Company

had revenues totaling $23,000 all of which were from the BUFFALOED CAMA.

During the three months ended March 31, 2026, revenues were $1,220, compared with $0 for the three months ended March 31, 2025.

was primarily attributable to income from the BARRON’S COVE CAMA.

and Administrative Expenses.

and administrative expenses for the nine months ended September 30, 2025 were approximately $1,294,000 compared to approximately $2,198,000

for the nine months ended September 30, 2024, a decrease of approximately $904,000.

The 2025 period included $379,000 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.

General and administrative expenses for the three months ended March 31, 2026 were $112,656, compared

with $475,457 for the three months ended March 31, 2025.

The period-over-period reduction in expense was primarily attributable to

the 2025 period including $232,995 of stock option expense compared to $0 in the 2026 period and lower professional and consulting

Additionally, legal and consulting fees decreased by $183,242 for the 2026 quarter compared to the 2025 quarter as

the Company sought to reduce operating expenses.

and Marketing Expenses.

and marketing expenses for the nine months ended September 30, 2025 were approximately $9,000 compared to approximately $25,000 for the

nine months ended September 30, 2024, a decrease of approximately $16,000.

Income (Expense)

Interest income for the nine months ended September 30, 2025 and 2024 was minimal and consisted of interest earned on invested

cash balances.

Interest expense for the nine months ended September 30, 2025 and 2024 was $21,816 and $16,005, respectively, and was primarily

related to our Economic Injury Disaster Loan (“EIDL ”), commercial line of credit and related party working capital

and Capital Resources

concern, liquidity and plan.

As of and for the nine months ended September 30, 2025, we had an accumulated deficit of approximately $8.6

million, incurred a net loss of approximately $1.4 million, and used approximately $325,000 of net cash in operating activities.

inception, we have incurred significant operating losses and expect to continue to incur substantial expenses and operating losses as

we develop and produce feature films.

To date, we have funded operations primarily through sales of common stock and related-party borrowings

under promissory notes.

As of September 30, 2025, our cash and cash equivalents were approximately $102,000, we had current liabilities

of approximately $1.7 million, and we have experienced a

build in payables as certain expenditures have been deferred pending project financing and capital raises.

We expect near-term cash requirements

over the next 12 months to increase significantly, primarily for production development, G&A, and working capital.

To address these

requirements, we intend to utilize a combination of (i.) our Equity Line of Credit (“ELOC”) with RH2 Equity Partners, L.P.,

which permits, at our election and subject to conditions, sales of common stock over a 24-month period up to the lesser of $100.0 million

or the “Maximum Common Stock Issuance”;

(ii.) potential bridge financing and/or commercial credit lines;

and (iii.) equity

issuances or project-level financing.

Availability under the ELOC is not assured and is subject to specified conditions and limitations;

any issuances would be dilutive and could place downward pressure on our stock price.

As of September 30, 2025, we had not sold

any shares under the ELOC.

We cannot assure you that our plans to raise capital or to complete our film development and production activities

will be successful.

These factors raise substantial doubt about our ability to continue as a going concern.

Management believes that,

if executed as planned, the actions described above would provide sufficient liquidity to fund operations;

however, if we are unable

to access the ELOC or other financing on acceptable terms, we may be unable to continue as a going concern.

(See Note 7 “Notes

Payable and Lines of Credit” for additional information regarding the ELOC).

the nine months ended September 30, 2025, operating activities consumed approximately $326,000 of cash.

the nine months ended September 30, 2024, operating activities used approximately $783,000 of cash, including providing a $396,000 of

financing to film production companies.

the nine months ended September 30, 2025 and 2024, investing activities included approximately $0 and $22,000 of costs related to development

of the Company’s website.

the nine months ended September 30, 2025, net cash provided by financing activities was $428,000 which was comprised of $312,000 of related

party borrowings and $115,000 of new debt financing.

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 $454,000 of net working capital financing under a master loan agreement from a related party

and a commercial line of credit.

for the nine months ended September 30, 2025 include a $196,200 non-cash impairment charge recorded in the second quarter of 2025 to

write off the PNP Movie, LLC loan following extended default and uncertainty regarding the film’s completion.

(See Note 4 “Film

Production Loans and Receivables”

Material Developments and Trends

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.

We are aware of potential claims by two former consultants;

see Note 10 and Item 1 — Legal Proceedings.

At this time we cannot estimate a possible loss or range of loss.

Sales and marketing expenses for the three months ended March 31, 2026 were $1,582, compared with $461 for the

three months ended March 31, 2025.

Interest expense for the three months ended March 31, 2026 was $58,221, compared with $12,919 for the prior-year period, with

the change primarily attributable to credit card debt and the Labrys financings.

and Capital Resources

Line of Credit.

On September 12, 2025, we entered into an Equity Line of Credit Agreement with RH2 Equity Partners, L.P.

us the right, but not the obligation, to direct the investor to purchase newly issued shares of our common stock over a 24-month term

in an aggregate amount up to the lesser of $100.0 million or the Maximum Common Stock Issuance, subject to customary conditions and a

related Registration Rights Agreement.

The shares issuable under the facility, if and when issued, are to be offered and sold in reliance

on Section 4(a)(2) and/or Rule 506 of Regulation D.

As of September 30, 2025, we [had/had not] sold any shares pursuant to the ELOC and

[had/had not] received proceeds.

We filed the Agreements as exhibits to our Form 8-K on September 19, 2025.

believe the ELOC, together with other financing options, enhances our liquidity and financial flexibility;

however, any issuances under

the facility would dilute existing stockholders and could exert downward pressure on our stock price.

Availability is also subject to

specified conditions and limitations described in the Agreements.

and recoverability.

Following the Q2 2025 write-off of the PNP Movie, LLC loan, we do not expect near-term cash inflows from this

Our liquidity plan continues to rely on project-level receipts and financing, as discussed elsewhere in this report.

4 “Film Production Loans and Receivables”.

of March 31, 2026, we had cash and cash equivalents of approximately $22,000, a working capital deficit of approximately $1,452,000,

and accumulated deficit of $$7,997,633.

As of December 31, 2025, we had cash and cash equivalents of $124 and negative

working capital of approximately $435,000.

These conditions raise substantial doubt about our ability to continue as a going concern.

During the three months ended March 31, 2026, net cash used in operating activities was $12,949, compared with net cash used

in operating activities of $155,207 for the three months ended March 31, 2025.

The 2026 period primarily reflects the collection of $1.0M

of receivables that were subsequently redeployed into new and incremental film production activities.

During the three months ended March 31, 2026, net cash provided by financing activities was $35,163, compared with net cash

provided by financing activities of $159,826 for the three months ended March 31, 2025.

The 2026 period reflects net Labrys note proceeds

of $172,500 and repayment of $25,000 against the Labrys note and $112,337 of repayment of related-party borrowings.

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,

Accounting Policies and Estimates

to the significant policies in the Notes and any material updates specific to Q3 2025 (e.g., impairment judgments, fair-value measurements).

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.

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.

Sheet Arrangements

Cybersecurity

to 10-K Item 8 disclosures and note any changes during Q3 2025.

except as may be described in the notes to the condensed consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

required for a smaller reporting company.

a smaller reporting company, we are not required to provide the information otherwise required by this Item.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis