American Picture House Corp

As used in this annual report, the terms, “we”, “our”, “us”, “APH”, “APHP”, and the “Company” refer to American Picture House Corporation, a Wyoming corporation unless the context requires otherwise.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, business strategy, and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties, and risks that may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events, or otherwise.

Corporate History

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.

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

Following the reverse stock split, on September 13, 2021, the Company adopted an amendment 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.

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.

As of April 7, 2025, the Company has 1,001,000,000 shares authorized, including 1,000,000,000 common shares and 1,000,000 preferred shares.

Common Shares - As of April 7, 2025, APHP has 1,000,000,000 common shares authorized of which 112,399,325 shares issued and outstanding. As of April 7, 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.

Preferred Shares - As of April 7, 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, 3,846 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.

Voting Control - 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 100% of the Company’s 3,829 shares of issued and outstanding Series A preferred stock. 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 3,852,654,603 shares of common stock, representing 97.75% of voting rights,

Business Overview

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.

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.

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.

Strategic Focus: Mid-Budget Productions

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.

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.

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.

Understanding APHP’s Strategy Through the Filmmaking Lifecycle

To better explain APHP’s business model, the filmmaking process can be broken down into five key stages, each with distinct responsibilities and goals:

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.

Our Strategy to Build Value

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.

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:

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.

Value Creation Initiatives

Once acquired, we enhance the value of these properties through a multi-pronged strategy that includes:

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.

Organizational Structure

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, Donald J. Harris 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.

Our Offices

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

Intellectual Properties

The following overview concerns the intellectual property matters of our Company.

Intellectual properties and other proprietary rights are important to our business and can provide us with a competitive advantage. While the Company uses reasonable efforts to protect its trade and business secrets, the Company cannot assure that its employees, consultants, contractors, or advisors will not, unintentionally, or willfully, disclose the Company’s trade secrets to competitors or other third parties. In addition, courts outside the United States are sometimes less willing to protect trade secrets. We periodically review third-party proprietary rights, including copywriting and copywriting applications, in an effort to avoid infringement on third-party proprietary rights and protect our own, identify licensing or partnership opportunities and monitor the intellectual property claims of others. Any infringement of the Company’s proprietary rights could result in significant litigation costs, and any failure to adequately protect could result in the Company’s competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenue.

Existing copyright, trademark, and trade secret laws afford only limited protection. In addition, the laws of some foreign countries do not protect the Company’s proprietary rights to the same extent as do the laws of the United States. Litigation may be necessary in the future to protect the Company’s trade secrets or to determine the validity and scope of the proprietary rights of others. This litigation could result in substantial costs and diversion of resources and could materially adversely affect the Company’s future operating results.

As of December 31, 2024, we own a portfolio of intellectual properties including the following screenplays: APHP owns 100% of the following titles and maintains copyrights at the U.S. Copyright Office:

Additionally, APHP solely maintains option rights to:

BUFFALOEDis a 2019 American crime-comedy drama directed by Tanya Wexler and written by Brian Sacca. The film stars Zoey Deutch as a savvy hustler trying to escape her life in Buffalo, New York, by diving into the high-stakes world of debt collection, while simultaneously grappling with her own financial burdens. The cast also features Judy Greer, Jermaine Fowler, Noah Reid, and Jai Courtney in supporting roles.

BUFFALOEDpremiered at the Tribeca Film Festival on April 27, 2019, and was later released in select theaters and on demand by Magnolia Pictures on February 14, 2020. The film received generally positive reviews, with critics highlighting its clever premise and standout performances by Deutch, Greer, and Courtney.

APHP owns 50% of the IP associated withBUFFALOED and holds a 35% share of the revenues collected through its Cash Asset Management Account (CAMA). This CAMA is administered by Fintage Collection Account Management B.V., a leading global rights management firm that oversees the collection and distribution of licensing revenues from worldwide film and television distributors. These revenues are allocated to the beneficial owners of the project in accordance with their respective CAMA participation.

Additionally, MacGregor served as a Producer onBUFFALOED, further reflecting APHP’s direct involvement in the project’s development and success.

***TURN UP THE SUN! (also known as POSE)***is an upcoming British thriller written and directed by Jamie Adams. The story follows two couples who unknowingly book the same countryside mansion for a getaway, only to encounter a series of unsettling and mysterious events during their stay. The film stars James McAvoy, Lucas Bravo, Aisling Franciosi, and Almudena Amor.

APHP holds the contractual right to acquire a 24% beneficial ownership interest inTURN UP THE SUN!(now titledPOSE). APHP also earned an “In Association With” credit on the project, with MacGregor receiving a Producer credit.

While we consider our intellectual properties to be assets, we do not believe that our competitive position is dependent primarily on our entertainment properties or that our operations are dependent upon any single Entertainment Property. We nevertheless face intellectual property-related risks. For more information on these risks, see “Risk Factors.”

Film Production Loans

BARRON’S COVE is a psychological thriller that follows Caleb (Garrett Hedlund), a grieving father who kidnaps the boy he believes is responsible for his son’s death. As a tense manhunt unfolds, led by the child’s powerful father (Hamish Linklater), long-buried secrets emerge and moral boundaries are tested. Written and directed by Evan Ari Kelman, the film also stars Brittany Snow and Stephen Lang.BARRON’S COVE premiered at the 2024 Hamptons International Film Festival in October of 2024 and is distributed by Well Go USA Entertainment. The screenplay was previously recognized on The Black List and was a semi-finalist for the Nicholl Fellowship.

In February 2024, APHP provided a $200,000 senior mezzanine loan to Barron’s Cove Movie, LLC. Of that amount, $20,000 was allocated toward producer fees, including $10,000 paid to MacGregor. The loan, along with a 20% premium, is due on the earlier of either (a) twelve months from the loan date or (b) from allocable proceeds received by Barron’s Cove Movie, LLC related to the film. As part of the arrangement, APHP received an “In Association With” credit on the film, and MacGregor earned a Producer credit.

Senior Loan Agreement with PNP Movie, LLC

In February 2024, the Company agreed to loan PNP Movie, LLC $97,475 to be used solely in connection with a named feature length motion picture. In April 2024, the loan agreement was amended whereby the Company agreed to lend an additional $42,525 and to use best efforts to increase the aggregate financing to $597,475. As of December 31, 2024, a total of $196,200 had been advanced to PNP Movie, LLC. These loans, plus a premium of twenty percent (20%), is due and payable on that date which is the earlier of either (a) twelve (12) months from the date of the loan, or (b) from allocable proceeds received by PNP Movie, LLC related to the movie, whichever occurs first.

Additionally, the agreement states that Mr. MacGregor shall be entitled to a producer fee based on work to be performed and that Mr. MacGregor will receive a “Producer” credit and his son a “Co-Producer” credit on the film.

Competition

Our business operates in highly competitive markets. We compete with companies within the film and media business, but ultimately our competition includes all businesses that complete for consumer entertainment dollars, including travel, sporting events, outdoor recreation and other cultural related activities.

Entertainment competitors include the major film and television studios, numerous independent motion picture and television production companies, television networks, pay television services and digital media platforms.

The scope of the competition extends beyond consumer dollars to competing to acquire rights to literary and film properties, the services of performing artists, directors, producers and other creative and technical personnel and production financing, all of which are essential to the success of our entertainment businesses.

In addition, our motion pictures will compete for audience acceptance and exhibition outlets with motion pictures produced and distributed by other companies. Likewise, we face significant competition from independent distributors as well as major studios. As a result, the success of any of our business is dependent not only on the quality and acceptance of a particular project, but also on the quality and acceptance of other competing content released into the marketplace at or near the same time, as well as on our ability to license and produce content for the networks that is adequate in quantity and quality and will generate satisfactory subscriber levels.

Given such competition, we will attempt to operate with a different business model than others. We plan to emphasize a lower cost structure, risk mitigation, reliance on financial partnerships and innovative financial strategies. Our cost structures will be designed to utilize our flexibility and agility as well as the entrepreneurial spirit of our employees, partners and affiliates, in order to provide creative entertainment content to serve diverse audiences worldwide.

Many of our anticipated competitors, such as those listed below, have substantially greater financial, technical, and other resources and larger, more established marketing, sales and distribution systems than we have. Our success will depend, in part, on our ability to develop our intellectual properties in a timely manner, achieve market acceptance of our future products, gain name recognition and a positive reputation in the film industry, and establish successful marketing, sales and distribution efforts.

2AMis a Los Angeles & New York based production and management company that specializes in supporting work from auteur driven filmmakers and talent. The company was founded in 2020 by Christine D’souza Gelb, David Hinojosa, and Kevin Rowe, and was launched in strategic partnership with A24 Films LLC, the Oscar-winning studio behind films such asEVERYTHING EVERYWHERE ALL AT ONCE and MOONLIGHT, as well as the hit TV seriesEUPHORIA. Their website is: www.2am.com**.**

Utopiwas co-founded by filmmaker Robert Schwartzman and Cole Harper in 2018, Utopia is a New York and Los Angeles-based film distribution and sales company. The company focuses on showcasing truly independent features and documentaries while supporting the next wave of filmmakers. Recent releases include psychological cyber-thrillerRED ROOMS by Pascal Plante andFEMMEby Sam H. Freeman and Ng Choon Ping. Their website is: www.utopiadistribution.com.

XTRwas established in 2019 by Bryn Mooser, XTR is a premium global nonfiction entertainment studio based in Los Angeles. The award-winning studio collaborates with outstanding creators to produce, distribute, finance, and develop films, series, and podcasts. Notable projects includeTHEY CALL ME MAGICon Apple TV+, the Oscar-nominated Ascension, and the Emmy and Peabody award-winning76 DAYS. Their website is: https://www.xtr.com/.

Employees

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, Donald J. Harris 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.

Smaller Reporting Company

The Company is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years. As long as we maintain our status as a “smaller reporting company”, these exemptions will continue to be available to us.