Item 2. Management’s Discussion and Analysis
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 First Quarter of 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. 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
in U.S. theaters on March 6, 2026.
●
MOTION remained
in post-production during the quarter.
The
following table summarizes our results of operations for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
2026
2025
Change $
Revenues
$ 1,220
$ -
$ 1,220
Cost of revenues
-
-
-
1,220
-
1,220
Operating Expenses:
General and administrative
112,656
475,457
(362,801 )
Research and development
-
-
-
Sales and marketing
1,582
461
1,121
Total Operating Expenses
114,238
475,918
(361,680 )
Net Operating Loss
(113,018 )
(475,918 )
362,900
Other Income (Expenses):
Interest income
-
-
-
Interest expense
(58,221 )
(12,919 )
(45,302 )
Net Other Income (Expenses)
(58,221 )
(12,919 )
(45,302 )
Loss before income taxes
(171,239 )
(488,837 )
317,598
Income taxes
-
-
-
Net loss
$ (171,239 )
$ (488,837 )
$ 317,598
2
Revenues.
During the three months ended March 31, 2026, revenues were $1,220, compared with $0 for the three months ended March 31, 2025. The change
was primarily attributable to income from the BARRON’S COVE CAMA.
General
and Administrative Expenses. 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
fees. 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.
Sales
and Marketing Expenses. 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. 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.
Liquidity
and Capital Resources
As
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.
Operating
Activities. 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.
Financing
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.
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.