What changed in this filing

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Item 1. Business

2026-03-30 compared with 2025-04-14 · 266 added, 259 removed, 50 unchanged (91% of the section changed)

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.

Note Regarding Forward-Looking Statements

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.

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.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information,

future events, or otherwise.

otherwise indicated (or the context otherwise requires), references in this Annual Report on Form 10-K to the “Company,”

“we,” “us,” “our,” “APH”, and “APHP” refer to American Picture House Corporation,

a Wyoming corporation.

References to “revenues” are to net revenues.

References to “U.S.

dollars,” “dollars,”

and “$” are to the lawful currency of the United States of America.

Picture House Corporation was incorporated in Nevada on September 21, 2005 under the name Servinational, Inc.

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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

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

3 unchanged sentences

Restated Articles of Incorporation with the State of Wyoming in April 2025.

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.

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

of April 7, 2025, the total number of shareholders of record was 332.

of March 25, 2026, 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 March 25, 2026, APHP has 1,000,000,000 common shares authorized of which 113,599,325 shares issued and outstanding.

of March 25, 2026, the total number of shareholders of record was 336.

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 April 7, 2025, the Company had 1,000,000 preferred shares authorized, of which 100,000 preferred shares have been designated

Shares - As of March 25, 2026, 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).

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do not have any specific redemption rights or sinking fund provisions.

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.

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.

MacGregor has voting rights equal to

3,852,654,603 shares of common stock, representing 97.75% of voting rights,

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.

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.

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.

Mid-Budget Productions

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.

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.

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.

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

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

– Acquiring rights (e.g., books, plays), developing story ideas, and writing the

This stage includes securing financing.

Control - Bannor Michael MacGregor, our Chief Executive

Officer and Chairperson of the Board of Directors, beneficially owns 21,231,503 shares of the Company’s common stock,

consisting of 21,136,048 shares held indirectly through The Noah Morgan Private Family Trust (the “NMPF Trust”) and

95,455 shares held directly by Mr.

MacGregor, representing approximately 18.69% of the Company’s outstanding common stock.

MacGregor also directly and indirectly beneficially owns all 3,839 issued and outstanding shares of the Company’s Series A

Preferred Stock, consisting of 3,819 shares held directly by Mr.

MacGregor and 20 shares held indirectly through Bold Crayon

Corporation (“Bold Crayon”).

Each share of Series A Preferred Stock is entitled to 1,000,000 votes on all matters

submitted to a vote of stockholders.

Accordingly, Mr.

MacGregor beneficially controls an aggregate of 3,860,231,503 votes,

representing approximately 97.66% of the total voting power of the Company’s outstanding voting securities.

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

During 2025, APHP pivoted away from third-party consulting to concentrate on internally developed projects and selective strategic

partnerships.

We seek to operate as a publicly traded independent film co-financier and co-producer that applies disciplined underwriting

and structured deal terms to a segment of the independent film market that has historically exhibited uneven budgeting practices, misaligned

incentives among stakeholders, and limited transparency into project-level economics.

complementary business approaches

generally pursue two complementary approaches to participating in projects:

Structured film finance and senior/priority recoupment positions.

We may provide or arrange project financing through structures

intended to prioritize return of capital, including senior secured production lending, first-priority recoupment positions, and other

receivable- or lien-based structures.

Under applicable agreements and, where applicable, security filings (including UCC-1 filings),

these positions may entitle APHP to receive priority distributions from specified project receipts after customary sales fees, distribution

expenses, participations, residuals and other senior deductions.

While these structures are intended to reduce exposure relative to subordinated

equity participation, they do not eliminate risk.

Owned or controlled library and intellectual property.

We also seek to build an owned or controlled library over time by acquiring

or optioning intellectual properties and, where appropriate, obtaining negative ownership or other rights in projects.

We may target

situations where meaningful development investment has already occurred or where prior stakeholders are seeking liquidity or strategic

repositioning.

These strategies may involve additional capital requirements, longer time horizons, and greater sensitivity to distribution

and marketing outcomes.

and participation in projects

of March 25, 2026 and during 2025, APHP has participated in the following feature film projects:

COVE (director:

Evan Ari Kelman;

Garrett Hedlund)

James McAvoy)

HIGHWAY (director:

Aaron Eckhart)

Adrian Grünberg;

Milla Jovovich)

Tiffany Haddish)

participation varies by title and may include project financing and related recoupment or loan positions, “In Association With”

and producer credits (in each case, only to the extent provided under applicable agreements), production company and co-production roles,

and other strategic arrangements.

COVE, POSE and THIEVES HIGHWAY were released in 2025.

PROTECTOR was released in U.S.

theaters on March 6, 2026.

is in post-production;

APHP served as a production company co-financing and co-production company on the film, and the Company is currently

targeting a release during the second quarter of 2026, although timing is subject to change.

highlights during 2025 and early 2026

COVE (released June 6, 2025).

APHP participated through a senior recoupment/loan

position and, pursuant to Amendment No.

1 dated December 29, 2025, is entitled to receive

Net Revenues subject to a defined inter-party waterfall (including a first-priority $1,150,000

amount, followed by an 85%/15% split to SSS and APHP, respectively, until SSS recoupment,

and thereafter 100% to APHP).

APHP received an “In Association With” credit pursuant

to applicable agreements;

MacGregor received a producer credit pursuant to applicable

(released December 5, 2025).

APHP received an “In Association With” credit pursuant

to applicable agreements;

MacGregor received a producer credit pursuant to applicable

HIGHWAY (released December 16, 2025).

APHP received an “In Association With”

credit pursuant to applicable agreements;

MacGregor received a producer credit pursuant

to applicable agreements.

(released March 6, 2026).

APHP is entitled to an “In Association With” credit

pursuant to applicable agreements.

(in post-production;

targeted for a second quarter 2026 release).

APHP served as a production

company and is entitled to a production company credit pursuant to applicable agreements;

MacGregor is entitled to a producer credit pursuant to applicable agreements.

may also evaluate additional opportunities to invest in or finance other projects, including documentary and IP-adjacent opportunities

identified by management and partners from time to time.

focus and operating plan

primarily focus on mid-budget productions where a substantial portion of a project’s financing plan may be supported through project-level

structures and contracted or expected sources of repayment, such as intellectual property rights, pre-sales and other licensing arrangements,

distribution advances, production incentives and tax credits, grants, and, where available, completion guarantees.

We seek to assemble

production packages that combine bankable creative elements (including script/IP, producers, directors and cast) with cost-efficient

production plans, including the selection of incentive-eligible jurisdictions and disciplined budgeting.

also prioritize building public-company governance, reporting, and financial controls that support repeatable underwriting and integrated

portfolio reporting.

We view reliable financial reporting and auditable deal documentation as operational capabilities that can facilitate

capital access and strategic transactions, although there can be no assurance that these efforts will be successful or that we will achieve

any particular financing, liquidity, or uplisting objectives.

an operational standpoint, management’s current plan is organized around three overlapping phases:

1 (through approximately Q2 2026) :

Execute and refine.

Execute smaller, economically rational transactions intended to generate project

participation and to refine underwriting, documentation, and portfolio monitoring processes.

2 (concurrent) :

Consolidate and integrate.

Consolidate existing film investments and special purpose structures, where applicable,

into integrated internal reporting and external disclosure frameworks designed to support public-company reporting requirements.

3 (beginning in 2026) :

Scale selectively.

Subject to capital availability and market conditions, expand the financing activity and

build the owned/controlled library through selective acquisitions, options, and co-production arrangements.

phases reflect management’s current expectations and are subject to change based on market conditions, capital availability, project

performance, and other factors.

resources and approach to financing

seek to manage our capital structure with a focus on flexibility and dilution awareness.

We may finance operations and investments through

a combination of cash flows, equity issuances, and other financing arrangements.

In assessing financing alternatives, we seek to avoid

structures that could create significant refinancing risk, disproportionate effective cost of capital, or destabilizing dilution;

we may nonetheless enter into financings on terms that are less favorable than desired depending on our liquidity needs and capital market

certain instances, we may use equity-based compensation or equity issuances in connection with services or project participation.

such issuances may be dilutive to existing shareholders, and the terms of these arrangements may affect our stockholders’ interests.

Management’s Discussion and Analysis and Item 12.

Security Ownership (as applicable), and our financial statements

and related notes for additional information.

financings may include convertible instruments and equity-linked features that could be dilutive to existing stockholders and may impose

restrictive covenants or other burdens on the Company.

across the filmmaking lifecycle

describe APHP’s business model, the filmmaking process can be viewed in five primary stages:

(1) development;

(2) pre-production;

– Finalizing the script, hiring cast and crew, scouting and securing locations,

and designing sets.

– The actual filming process where raw footage is captured.

(3) production;

(4) post-production;

– Editing the footage, adding visual effects, sound design, and finalizing the

– Marketing and distributing the finished project to theaters, streaming platforms,

and other outlets.

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.

Strategy to Build Value

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.

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:

initial capital expenditures;

more resources toward advancing the project through the filmmaking pipeline;

from the insights, creative contributions, and goodwill of the original development team;

● Significantly

reduce financial and creative risk.

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.

and (5) distribution.

APHP seeks to participate meaningfully across these stages, with particular

emphasis on development, packaging and financing, and, where appropriate, production company or co-production roles, with the goal of

positioning projects for both creative execution and commercial outcomes.

Our role in any stage is determined by project needs, risk

allocation, and the economic terms available to us.

property and value creation

property and other proprietary rights are important to our business and may provide a competitive advantage.

We use reasonable efforts

to protect our proprietary information, trade secrets and contractual rights;

however, we cannot assure that our employees, consultants,

contractors or advisors will not, unintentionally or otherwise, disclose proprietary information to competitors or other third parties.

to build value from intellectual property .

APHP’s strategy includes acquiring or optioning intellectual properties, such as

book rights, screenplays and scripts, that have undergone meaningful development investment.

In certain cases, such properties may have

been advanced by original creators or teams that later paused or discontinued development for budgetary, timing or strategic reasons.

By targeting projects at this stage, APHP seeks to acquire entertainment assets at a reduced upfront cost and deploy resources toward

advancing the project through the development and packaging process.

Where applicable, we may provide original creators or prior stakeholders

with contractual participation in future revenues.

creation initiatives .

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

experienced Writers Guild of America (WGA) writers to further develop, polish, or rewrite

the material;

high-quality talent—such as reputable producers, directors, and actors;

and securing international pre-sales and understanding global market value;

● Establishing

relationships with key financial institutions and banking partners;

with talent agencies and retaining top legal counsel;

● Identifying

strategic filming locations that offer robust tax incentives, rebates, or grants;

comprehensive production budgets and tailored financing strategies;

completion bonds to mitigate production risk;

professional production and marketing materials, such as look books, preliminary artwork,

and scouting reports.

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

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, 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.

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

following overview concerns the intellectual property matters of our Company.

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.

After acquiring or optioning a property, APHP seeks to increase its value through a structured development

and packaging process, which may include:

engaging professional writers to develop and refine material;

attaching producers, directors

evaluating and pursuing domestic and international distribution opportunities, including pre-sales where appropriate;

financing and banking relationships;

retaining experienced legal counsel and other advisors;

selecting locations that may provide production

preparing budgets and financing plans;

securing completion bonds where appropriate;

and developing production and marketing

materials to support financing and distribution discussions.

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.

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.

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

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.

written by Karl Gajdusek;

IN THE HOLE by Richard D’Ovidio;

additional THIEF titles;

SPREAD THE WORD written by Michael Andrews;

Additionally, APHP solely maintains option rights to:

DEVIL’S HALF-ACRE written by Dashiell Luessenhop, and;

ASK CHRISTINE, a screenplay written by Danielle Silvie Gershberg.

is 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

premiered 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.

owns 50% of the IP associated with BUFFALOED 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 on BUFFALOED , further reflecting APHP’s direct involvement in the project’s development

(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

The film stars James McAvoy, Lucas Bravo, Aisling Franciosi, and Almudena Amor.

holds the contractual right to acquire a 24% beneficial ownership interest in TURN UP THE SUN!

(now titled POSE ).

also earned an “In Association With” credit on the project, with MacGregor receiving a Producer credit.

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

For more information on these risks, see “Risk Factors.”

proprietary rights, including copyright and trademark registrations and applications, in an effort to avoid infringement of third-party

rights and to protect our own, identify licensing or partnership opportunities and monitor intellectual property claims of others.

infringement of our proprietary rights could result in significant litigation costs, and any failure to adequately protect our rights

could result in competitors offering similar content or services, potentially resulting in loss of competitive advantage.

copyright, trademark and trade secret laws afford only limited protection, and the laws of some foreign jurisdictions do not protect

proprietary rights to the same extent as in the United States.

Litigation may be necessary in the future to protect our trade secrets

or determine the validity and scope of proprietary rights of others, which could result in substantial costs and diversion of resources

and could materially adversely affect our future operating results.

As of December 31, 2025, we owned 100% of certain screenplay properties and maintained related copyrights with the U.S.

(Karl Gajdusek);

IN THE HOLE (Richard D’Ovidio)

THIEF -related titles;

THE WORD (Michael Andrews).

participation interests in completed or distributed titles.

From time to time, we may hold contractual participation interests and/or

rights associated with completed or distributed titles.

For example, we hold an ownership interest in certain intellectual property associated

with the motion picture BUFFALOED, a title for which Mr.

MacGregor received a producer credit , and we hold a contractual participation

interest in certain receipts collected through a third-party collection account management arrangement administered by Fintage Collection

Account Management B.V., pursuant to applicable project documentation.

(formerly TURN UP THE SUN!).

Pursuant to applicable project documentation, APHP holds a contractual right to acquire a 24% beneficial

ownership interest in the project currently titled POSE.

APHP received an “In Association With” credit on the project,

and Bannor Michael MacGregor is entitled to a producer credit, in each case pursuant to the applicable agreements.

we consider our intellectual properties and related contractual rights to be assets, we do not believe that our competitive position

is dependent primarily on any single entertainment property.

We nevertheless face intellectual property-related risks.

For more information,

Risk Factors .

Production Loans

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.

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.

Loan Agreement with PNP Movie, LLC

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.

In February 2024, we provided a $200,000 senior mezzanine loan to Barron’s Cove Movie, LLC.

In addition, on August

1, 2025, we acquired from SSS Entertainment, LLC a first-priority recoupment/loan position and related secured rights with respect to

BARRON’S COVE , including through applicable agreements and UCC filings.

December 29, 2025 amendment to revenue allocation.

On December 29, 2025, the Company entered into Amendment No.

its August 1, 2025 agreement with SSS Entertainment, LLC (“SSS”) relating to BARRON’S COVE and POSE .

The amendment establishes an inter-party revenue collection and allocation waterfall under which the Company is entitled to receive

one hundred percent (100%) of Net Revenues until the Company has received an aggregate $1,150,000 (the “APHP Priority

Amount”), after which Net Revenues are allocated 85% to SSS and 15% to the Company until SSS has received the SSS Recoupment

Amount, and thereafter one hundred percent (100%) of subsequent Net Revenues are retained by the Company.

The amendment also

contains reporting, inspection, and quarterly disbursement timing provisions.

These summaries are qualified in their entirety by the

applicable agreements and related documentation.

In connection with a separate project-level lending arrangement, the Company’s senior loan to PNP Movie, LLC entered

into in 2024 went into default and, during 2025, the Company recorded a full write-off of the loan receivable.

Film Production Loans for additional information.

summaries are qualified in their entirety by the applicable agreements and related documentation.

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.

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.

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.

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.

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.

is a Los Angeles & New York based production and management company that specializes in supporting work from auteur driven filmmakers

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 as EVERYTHING EVERYWHERE ALL AT ONCE and MOONLIGHT ,

as well as the hit TV series EUPHORIA .

Their website is:

www.2am.com .

was 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-thriller RED ROOMS by Pascal Plante and FEMME by Sam H.

Freeman and Ng Choon

Their website is:

www.utopiadistribution.com .

was 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

include THEY CALL ME MAGIC on Apple TV+, the Oscar-nominated Ascension, and the Emmy and Peabody award-winning 76 DAYS .

Their website is:

https://www.xtr.com/ .

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, 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.

We compete not only with other film and media companies, but also with other forms of

entertainment and discretionary spending, including travel, sporting events, outdoor recreation and other cultural activities.

occurs across multiple dimensions, including access to attractive intellectual property and underlying rights, the availability and cost

of talent and experienced producers and directors, access to project financing and other capital, distribution and sales relationships,

and the timing, marketing and performance of competing content released into the marketplace.

on the project and the nature of our participation, which may include development, packaging, production, co-production, and structured

project finance, we may compete with major studios and global streaming platforms, large and small independent studios, independent production

and financing companies, independent distributors and sales agents, and specialty entertainment financing providers.

Many of these competitors

have substantially greater financial, technical, marketing and distribution resources, longer operating histories, and more established

relationships with talent and distribution partners than we do.

the independent film segment specifically, we compete for acquisition and co-financing opportunities with a range of privately held and

publicly traded production, distribution and financing companies, as well as with specialty lenders that provide project-level debt and

mezzanine financing to independent producers.

We believe that our competitive position is differentiated by our disciplined underwriting

standards, our focus on senior or priority capital positions with defined waterfall structures, our public-company governance framework,

and our strategy of building an owned and controlled content library.

However, there can be no assurance that these factors will prove

sufficient to compete effectively against better-capitalized or more established participants.

and Human Capital Resources

of December 31, 2025 , the Company had no employees.

We utilize the services of consultants and other independent contractors in

connection with corporate operations and, where applicable, project development, packaging and financing activities.

The Company is managed

by its officers, who report to the Board of Directors.

Bannor Michael MacGregor serves as the Company’s Chief Executive Officer

and President, Michael Blanchard serves as Secretary, and Daniel Hirsch serves as Treasurer.

As of December 31, 2025 (and through the

date of this report), Mr.

MacGregor, Mr.

Blanchard, and Mr.

Hirsch are under consulting agreements.

Reporting Company

9 unchanged sentences

these exemptions will continue to be available to us.

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

periodic and current reports, and amendments to those reports, are available free of charge through the SEC’s EDGAR system at www.sec.gov.

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-K

Item 1. Business