What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-04-14 · 360 added, 381 removed, 197 unchanged (79% of the section changed)

AND PROCEDURES

CONTROLS AND PROCEDURES

Controls and Procedures .

management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our

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has identified corrective actions to remediate such material weaknesses, and subject to fundraising, which includes hiring additional

Management intends to implement procedures to remediate such material weaknesses during the fiscal year 2024;

implementation of these initiatives may not fully address any material weakness or other deficiencies that we may have in our disclosure

controls and procedures.

Management has identified corrective actions to remediate such material weaknesses, subject to available resources,

including the hiring of additional accounting and finance personnel.

Although remediation efforts were not complete as of December 31,

2025 and remain ongoing in fiscal 2026, management intends to continue its remediation efforts during fiscal year 2026;

however, there

can be no assurance that such efforts will fully address the material weaknesses or other deficiencies in our disclosure controls and

Annual Report on Internal Control over Financial Reporting.

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or interim financial statements will not be prevented or detected on a timely basis.

Specifically, as of December 31, 2024, the ineffectiveness

Specifically, as of December 31, 2025.

the ineffectiveness

of the Company’s internal control over financial reporting was due to identification of material weaknesses (i.e.

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has identified corrective actions to remediate such material weaknesses, subject to fundraising, which includes hiring additional employees.

Management intends to implement procedures to remediate such material weaknesses during the fiscal year 2024;

however, the implementation

of these initiatives may not fully address any material weakness or other deficiencies that we may have in our disclosure controls and

Management has identified corrective actions intended to address the material

weaknesses identified above, subject to available resources, including the hiring of additional accounting and finance personnel.

we were unable to fully implement remediation measures during fiscal year 2025, management intends to continue remediation efforts in

fiscal year 2026;

however, there can be no assurance that such efforts will be successful or that they will fully address the material

weaknesses or other deficiencies identified herein.

Report of the Registered Public Accounting Firm.

annual report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal

control over financial reporting due to an exemption for emerging growth companies provided in the JOBS Act.

control over financial reporting.

As a non-accelerated filer, we are not required to provide the auditor attestation required by Section

404(b) of the Sarbanes-Oxley Act.

in Internal Control over Financial Reporting.

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or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

408(a) Disclosure.

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defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

REGARDING FOREIGN JUSRISDICTIONS THAT PREVENT INSPECTIONS

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

PICTURE HOUSE CORPORATION

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Michael MacGregor, Chief Executive Officer and Director

Harris, Esq .

, Secretary/Director

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

On August 30, 2025, Jonathan Sanger resigned as President of the Company, and Bannor Michael MacGregor resumed service as

President effective August 1, 2025.

On September 16, 2025, Donald J.

Harris resigned from the Board of Directors.

On March 16, 2026,

Thomas Rauker notified the Company of his resignation from the Board of Directors, effective March 16, 2026.

Rauker’s resignation

was not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.

Michael MacGregor, Chief Executive Officer/President/Chairperson

Blanchard, Secretary/Director

Hirsch, Treasurer

Michael Wilson, Director

Blanchard, Director

Battles, Director

Peter Conway, Director

Thomas Rauker, Director

Chauncey Tallaferro

Jones, Director

Daniel Hirsch, Treasurer

Chauncey Tallaferro Jones, Director

Independent Director

Michael MacGregor, CEO/Chairperson /Director

MacGregor has served as the Company’s Chief Executive Officer since September of 2017.

MacGregor has been the Managing Member

of Duncan Morgan, LLC since June of 2008.

Michael MacGregor, CEO/President/Chairperson

MacGregor has served as the Company’s Chief Executive Officer since September 2017.

He served as President from September 2017

to August 2023 and again since August 1, 2025.

MacGregor has been the Managing Member of Duncan Morgan, LLC since June of 2008.

MacGregor served as the CEO and President of Bold Crayon Corporation from 2018 to present.

MacGregor was a producer

on the feature film, BUFFALOED (2020).

MacGregor also served as an Executive Director at the Organization for the Advocacy

of Multi Cultural Unity, Inc., a non-profit, that promotes cultural awareness, from 2016 to 2022.

Hirsch, Treasurer

Hirsch has served as the Company’s Treasurer since July of 2023.

Prior to that Mr.

MacGregor served as the CEO and President of Bold Crayon Corporation from

2018 to present.

MacGregor was a producer on the feature film, BUFFALOED (2020).

MacGregor also served as an Executive

Director at the Organization for the Advocacy of Multi Cultural Unity, Inc., a non-profit, that promotes cultural awareness, from 2016

Sanger, President

Jonathan Sanger has served as the Company’s President since May, 2024.

Sanger has been the President of Grand Illusions Films

Since that time he has produced several films including Chapter & Verse starring Omari Hardwick, Daniel Beaty, and Loretta

Devine, Marshall starring Chadwick Boseman, Kate Hudson, Josh Gad, and Sterling K.

Most recently, Mr.

Sanger has produced Cabrini

starring Cristiana Dell’Anna, David Morse, John Lithgow and Giancarlo Giannini.

Previous films produced by Mr.

Sanger include The

Producers, Vanilla Sky, and The Elephant Man.

He has been the Chief Executive at Cruise Wagner Productions and Brooks films Productions

as well as Chanticleer Films Discovery Program.

Sanger has a BA from the University of Pennsylvania and a Masters in Communications from

the Annenberg School of Communications at U.

He has taught a course in Independent Filmmaking at The Dodge College of Film and

Media Arts at Chapman University.

, Secretary/Director

Harris has served as the Company’s Secretary since July of 2023.

Harris serves as a partner at Harris Sarratt & Hodges,

LLP since 1999.

Harris is a corporate attorney and trial attorney specializing in complex business disputes involving issues related

to corporate governance, and ownership, contracting, technology, intellectual property, and licensing.

Hirsch served as Chief Financial Officer and

director of Todos Medical Ltd since January 5, 2020.

Hirsch has been Managing Partner of First Line Capital, LLC since 2002.

Hirsch holds a Bachelor’s Degree in Economics from Yeshiva University and a Master’s Degree in Public Health from the New

School of Social Research.

Blanchard, Secretary/Director

Blanchard served as the Company’s Secretary/Treasurer from September 2020 to July 2023 and became the Company’s

Secretary again in September 2025.

Blanchard serves as the CEO of Ribo Music, LLC since April 2020.

Prior to that, Mr.

Blanchard served

as an Investor Liaison to Bold Crayon Corporation from 2018 to December 2020.

Blanchard is a graduate of Boston College.

Wilson, Independent Director

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Wilson earned an MBA from NYU Stern School of Business and is a graduate of Northeastern University.

Blanchard, Director

Blanchard had served the Company’s as its Secretary/Treasurer from September 2020 to July 2023.

Blanchard serves as the CEO

of Ribo Music, LLC since April of 2020.

Prior to that, Mr.

Blanchard served as an Investor Liaison to Bold Crayon Corporation from 2018

to December of 2020.

Blanchard is a graduate of Boston College.

Battles, Director

Battles, Independent Director

Battles serves as the CFO of Ribo Music, LLC since April of 2020.

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from Union College.

Rauker, Independent Director

Rauker currently serves as the President and COO of Aidentified, LLC, an AI driven data and intelligence business, since June of 2022,

and was also recently added to the Board of Directors.

Prior to this Mr.

Rauker served as the Global COO of Dun & Bradstreet (D&B)

since May of 2019 and served in various executive leadership roles at the company since January of 2015 following the acquisition of

NetProspex, Inc.

During his tenure at D&B he played key roles in both the privatization of the company, completed in February of

2019, and the following IPO in July 2020 to bring the company back to the NYSE.

Prior to D&B, Mr.

Rauker served as the COO and CFO

of NetProspex starting in 2010, leading the company through a Series C of Venture Capital Funding leading to a successful sale of the

company in January 2015 to D&B.

Rauker also has continued to serve as an advisor to multiple Private Equity and Venture Capital

firms since June of 2021.

Chauncey Tallaferro Jones, Director

Chauncey Tallaferro Jones, Independent Director

Chauncey Tallaferro Jones is a highly experienced anesthesiologist specializing in acute pain and regional anesthesia, currently practicing

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organizations and community activities such as mentoring students and co-owning a winery.

Hirsch, Treasurer

Hirsch has served as the Company’s Treasurer since July of 2023.

Prior to that Mr.

Hirsch served as Chief Financial Officer and

director of Todos Medical Ltd since January 5, 2020.

Hirsch has been Managing Partner of First Line Capital, LLC since 2002.

Hirsch holds a Bachelor’s Degree in Economics from Yeshiva University and a Master’s Degree in Public Health from the New

School of Social Research.

to our Amended and Restated Articles of Incorporation, our Board of Directors must consist of at least seven and not more than sixteen

Currently, our Board of Directors consists of nine directors.

to our Amended and Restated Articles of Incorporation, our Board of Directors must consist of at least seven and not more than

sixteen directors.

On March 16, 2026, Thomas Rauker resigned from the Board of Directors, effective immediately.

As of the date of

this Annual Report, our Board of Directors consists of six members.

The Board intends to fill the resulting vacancy in accordance

with the Company’s Amended and Restated Articles of Incorporation.

Pursuant to our Amended Articles, our directors are elected

at an annual or special general meeting of our shareholders and serve on our Board of Directors until the next annual general meeting

at which one or more directors are elected or until they are removed by the majority of our shareholders at an annual or special general

meeting of our shareholders or upon the occurrence of certain events, in accordance with our Amended Articles.

In addition, our Amended

Articles allow our Board of Directors to appoint directors to fill vacancies on our Board of Directors to serve until the next annual

meeting or special general meeting, or earlier if required by our Amended Articles or applicable law.

Board of Directors consists of 8 members with 4 members being independent under Nasdaq rules.

The independent directors are:

Wilson, Peter Conway, and Thomas Rauker.

at an annual or special general meeting of our shareholders and serve on our Board of Directors until the next annual general

meeting at which one or more directors are elected or until they are removed by the majority of our shareholders at an annual or

special general meeting of our shareholders or upon the occurrence of certain events, in accordance with our Amended Articles.

addition, our Amended Articles allow our Board of Directors to appoint directors to fill vacancies on our Board of Directors to

serve until the next annual meeting or special general meeting, or earlier if required by our Amended Articles or applicable law.

As of the date of this Annual Report, our Board of Directors consists of six members, four of whom the Board has determined are independent

under the applicable independence standards used by the Company:

Michael Wilson, Tim Battles, Chauncey Tallaferro Jones, and Peter Conway.

Board of Directors has adopted an audit committee charter that sets forth the responsibilities of the audit committee consistent with

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and takes those actions that it deems necessary to satisfy itself that the accountants are independent of management.

audit committee consists of Michael Wilson, a director, who serves as the chairperson and Thomas Rauker, a director, and Timothy Battles,

a director, serve as the other committee members.

All members of our audit committee meet the requirements for financial literacy under

the applicable rules and regulations of the SEC and the Nasdaq corporate governance rules.

Our Board of Directors has determined that

Rauker, and Mr.

Timothy Battles are “audit committee financial experts” as defined by the SEC rules and has

the requisite financial experience as defined by the Nasdaq Rules.

Our Board of Directors has determined that two members, Mr.

Rauker, of our audit committee are independent under the Nasdaq Rules, including the additional independence requirements applicable

to the members of the audit committee.

Wyoming law, the Board of Directors of any corporation may appoint a compensation committee.

Our compensation committee is comprised

of at least three directors, including two outside directors, who must constitute a majority of the members of the compensation committee.

roles of the compensation committee are, among others, as follows:

to the Board of Directors with respect to the approval of the compensation policy for office holders and, once every three years,

regarding any extensions to a compensation policy that was adopted for a period of more than three years;

the implementation of the compensation policy and periodically recommending to the Board of Directors with respect to any amendments

or updates of the compensation plan;

whether or not to approve arrangements with respect to the terms of office and employment of office holders;

under certain circumstances, a transaction with our chief executive officer from the approval of the general meeting of our shareholders.

compensation committee consists of four directors, Thomas Rauker who serves as the chairperson, and Peter Conway, Chauncey T.

Timothy Battles who serve as the other members.

Our Board of Directors has determined that two members, Mr.

Rauker and Mr.

of our compensation committee are independent under the Nasdaq Rules, including the additional independence requirements applicable to

the members of a compensation committee.

and Corporate Governance Committee

nominating and corporate governance committee, which is comprised of three directors, is responsible for reviewing proposed new members

of the Board and establishing full criteria for board membership.

The nominating and corporate governance committee is also responsible

for evaluating the performance of the Board as a whole, as well as that of the individual members of the Board.

nominating and corporate governance committee consists of Daniel Hirsch, who serves as the chairperson, Timothy Battles, Peter Conway

and Donald Harris who serve as the other members.

the fiscal years ending December 31, 2023, and 2024, the Board of Directors:

and discussed the audited financial statements with management and reviewed and discussed the written disclosures and the letter from

our independent auditors on the matters relating to the auditor’s independence.

upon the Board of Directors’ review and discussion of the matters above, the Board of Directors authorized inclusion of the audited

financial statements for the year ended December 31, 2024, and 2023, to be included in this Form 10-K filed with the Securities and Exchange

Our audit committee consists of Michael Wilson, who serves as chairperson, Daniel Hirsch, and Timothy Battles.

Board has determined that each member of the audit committee meets the applicable financial literacy requirements of the SEC rules and

the corporate governance standards the Company references in this report.

The Board has determined that Mr.

Wilson and Mr.

“audit committee financial experts” as defined by SEC rules.

The Board has also determined that Mr.

Wilson and Mr.

are independent under the applicable audit committee independence standards referenced by the Company.

Board of Directors has established a compensation committee.

The compensation committee reviews and makes recommendations to the Board

regarding executive compensation, equity incentive awards, and other compensation-related matters.

The compensation committee also reviews

compensation arrangements for the Company’s executive officers and administers, or makes recommendations regarding, the Company’s

equity compensation plans and awards.

compensation committee currently consists of Peter Conway, Dr.

Chauncey Tallaferro Jones and Timothy Battles.

Following Thomas Rauker’s

resignation from the Board effective March 16, 2026, the Board reviewed committee composition and determined that the compensation committee would continue to operate with its current members.

The Board has determined that Mr.

Jones and Mr.

Battles are independent under the compensation committee

independence standards referenced by the Company in this report.

Section 16(a) Reports

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A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this

January 11, 2024, the Company’s Board of Directors issued 250,000 options to purchase shares to each of its nine board members,

1,673,250 options to purchase shares to advisors, 662,983 options to purchase shares to Mr.

Macgregor, and 497,238 options to purchase

shares to Mr.

Blanchard for an aggregate of 5,083,471 options to purchase shares with the rights to purchase common shares of the Company

at an exercise price of $0.0125 per share.

have entered into a consulting agreement with our CEO, Bannor Michael MacGregor, for a fee of Five Thousand dollars ($5,000) per month

For 2023, the CEO received $20,000/month for the months of September through December for a total of $80,000.

For 2024, the

CEO received $5,000/month for the months January through April of 2024.

The CEO has agreed to forego compensation for the remainder of

The agreement calls for the promotion of the quality of the Company’s products and services with attention to the maintenance

of the standards and procedures of the Company.

Additionally, the CEO is seeking to enhance and develop the Company’s relationships

with the entertainment industry and technology developers.

EXECUTIVE COMPENSATION

February 8, 2024, the Company granted options under the 2023 Plan to purchase an aggregate of 5,083,471 shares of common stock at an

exercise price of $0.0125 per share.

During 2024, 500,000 of these options were forfeited.

On November 21, 2024, the Company granted

an additional 5,569,967 options at an exercise price of $0.29 per share.

During 2025, no additional options were granted and 6,319,967

options were forfeited.

As of December 31, 2025, 3,833,471 options remained outstanding.

Subsequent to year end, on January 15, 2026,

the Company granted an additional 500,000 options.

MacGregor provides services to the Company pursuant to a consulting agreement.

Compensation paid or recognized for the periods presented

is reflected in the Summary Compensation Table and related footnotes below.

On December 31, 2025, Mr.

MacGregor delivered a letter confirming

that he is waiving any cash salary from January 1, 2025 through March 31, 2026, unless otherwise approved by the Board in writing.

Name and principal position

Option awards

incentive plan compensation

in pension value and nonqualified deferred compensation earnings

other compensation

Bannor Michael

Change in pension value and nonqualified deferred compensation earnings

All other compensation

Bannor Michael MacGregor

January 1, 2023, the $60,000 of accrued 2022 consulting fees payable to Mr.

MacGregor were exchanged for options to purchase 480,000

shares of Common Stock at $0.125 per share.

as disclosed above, no Directors were paid in excess of $100,000 in the year 2024.

Bannor Michael MacGregor

$ 250,000 (3)

Michael Blanchard (4)

Daniel Hirsch

On December 31, 2025, Mr.

MacGregor delivered a letter confirming that he would waive any cash salary from January 1, 2025 through March 31, 2026 unless otherwise

approved by the Board in writing.

Prior to that waiver, Mr.

MacGregor had instructed the Company’s accounting department that

amounts paid to him in 2025 were to be applied against indebtedness owed by the Company to him under the applicable related-party

loan arrangements, and not treated as compensation.

MacGregor received

$20,000 in cash compensation during 2024, representing $5,000 per month for January through April 2024.

Represents the grant-date

fair value of option awards granted to Mr.

MacGregor on February 8, 2024.

These option awards were granted in exchange for Mr.

agreement to forgo compensation, and the amount shown reflects the grant-date fair value determined in accordance with ASC 718.

served as the Company’s Secretary from September 2020 to July 2023, Mr.

Blanchard only became the Company’s Secretary

again in September of 2025.

Equity Awards at Fiscal Year-End

following table sets forth information concerning outstanding equity awards held by the Company’s named executive officers as of

December 31, 2025.

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Bannor Michael MacGregor

February 8, 2034

January 11, 2033

Michael Blanchard

February 8, 2034

January 11, 2033

Daniel Hirsch

November 20, 2033

No compensation was

awarded to, earned by, or paid to the Company’s directors for service on the Board during 2025, and no new director option awards

were granted during 2025.

During 2024, five directors each received a fully vested option to purchase 250,000 shares of common stock

at an exercise price of $0.0125 per share, with a ten-year term.

Subsequent to year end, on January 15, 2026, Dr.

Chauncey Tallaferro

Jones received an additional option to purchase 250,000 shares of common stock at an exercise price of $0.0125 per share.

grant occurred after December 31, 2025, it is not reflected as 2025 compensation.

Amounts paid to Mr.

MacGregor during the first quarter

of 2025 were applied, at his direction, as partial repayment of indebtedness owed by the Company to him and were not treated as compensation.

and Practices related to the Grant of Certain Equity Awards Close in Time to the Release

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PICTURE HOUSE CORPORATION

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information known to us regarding beneficial ownership of our capital shares as of April 7, 2025,

for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial

owner of more than five percent (5%) of our capital shares.

Name of All Officers, Directors, and Control Persons

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding beneficial ownership of our common stock as of March 25, 2026

by (i) each current director and executive officer, (ii) all current directors and executive officers as a group, and (iii) each person

known by us to beneficially own more than five percent (5%) of our outstanding common stock.

Beneficial ownership is determined in accordance with the rules of the Securities

and Exchange Commission and generally includes voting or investment power with respect to securities.

Unless otherwise indicated, each

person has sole voting and dispositive power with respect to the shares shown.

Thomas Rauker served as a director through March 16, 2026;

because the beneficial ownership table is presented as of March 25, 2026, he

is not included in the table as a current director or executive officer.

Name of Directors, Executive Officers and 5% Stockholders

Affiliation with Company (e.g., Officer Title /Director/ Owner of more than 5%)

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Bannor Michael MacGregor (1)

Chairman, CEO

Secretary, Director

Daniel Hirsch (2)

Littleton, MA

Chairperson, CEO, President

Michael Blanchard (2)

Secretary, Director

Littleton, MA

Daniel Hirsch (3)

Michael Wilson (6)

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Timothy Battles(5)

All directors and executive officers as a group (7 persons) (7)

Damian Gill (5)

5% Stockholder

Melbourne, Australia

All Officers, Directors and Control Persons (5)

MacGregor is a Managing

Manager of Hyperion Sprung Private Family Trust Management Company, LLC, trustee of The Noah Morgan Private Family Trust which owns

23,654,603 common shares of the Company which represents 21.05% of the Common Shares of the Company.

Includes 873,250 shares

that each Mr.

Hirsch has the right to acquire from the Company pursuant to the exercise of stock options issued on November 20, 2023.

Options can be exercised at $0.0125 per share.

Conway is also a principal of PC2 Consulting that

owns 48,000 shares.

Upon information and belief,

Gill is a director and shareholder of North Star Capital Pty Ltd which owns 3,500,000 common shares of the Company and Black

Rock Capital Pty Ltd which owns 3,000,000 common shares of the Company, these two entities, in aggregate, hold 5.78% of the Common

Shares of the Company.

On May 18, 2023 Mr.

MacGregor filed a UCC-1 against the shares held by North Star Capital PTY and

Duncan Morgan LLC, a company controlled by Mr.

MacGregor, filed a UCC-1 against the shares held by Black Rock Capital PTY.

MacGregor is the managing manager of Hyperion Sprung Private Family Trust Management Company, LLC, trustee of The Noah Morgan Private

Family Trust, which holds 21,136,048 shares of common stock, and Mr.

MacGregor directly holds 95,455 shares of common stock.

shares shown also include 662,983 shares issuable upon exercise of stock options issued on January 11, 2023 and exercisable within

60 days of March 25, 2026, and 250,000 shares issuable upon exercise of stock options issued on February 8, 2024 and exercisable

within 60 days of March 25, 2026 (exercise price $0.0125 per share).

The January 11, 2023 options are exercisable at the applicable

exercise price set forth in the underlying award documentation.

The shares shown include 497,238 shares issuable upon exercise of stock options issued on January 11, 2023 and exercisable within 60 days

of March 25, 2026, and 250,000 shares issuable upon exercise of stock options issued on February 8, 2024 and exercisable within 60 days

of March 25, 2026 (exercise price $0.0125 per share).

The January 11, 2023 options are exercisable at the applicable exercise price set

forth in the underlying award documentation.

Includes 873,250 shares issuable upon exercise of stock options issued on November 20, 2023 and exercisable within 60 days of March 25,

2026 (exercise price $0.0125 per share).

48,000 shares held by PC2 Consulting, an entity for which Mr.

Conway is a principal.

on information provided to the Company, Mr.

Gill is a director and shareholder of each North Star Capital Pty Ltd, which holds

3,500,000 shares, and Black Rock Capital Pty Ltd, which holds 3,000,000 shares, for an aggregate of 6,500,000 shares.

financing statements have been filed from time to time with respect to these shares.

Gill is not a director or executive officer

Includes 250,000 shares issuable upon exercise of stock options held by each of Mr.

Conway and Mr.

issued on February 8, 2024 and exercisable within 60 days of March 25, 2026, at an exercise price of $0.0125 per share.

Includes 250,000

shares that each Director has the right to acquire from the Company pursuant to the exercise of stock options issued on February

Additionally, on January 11, 2023 the Company issued 662,983 options to Mr.

Macgregor and 497,238 options to Mr.

Options can be exercised at $0.0125 per share.

of Beneficial Owner

Shares Beneficially Owned (1)

of Series A Preferred Shares (2)

Michael MacGregor (1)

shares issuable upon exercise of stock options held by Dr.

Chauncey Tallaferro Jones, issued on January 15, 2026 and exercisable within

60 days of March 25, 2026, at an exercise price of $0.0125 per share.

To the extent Mr.

MacGregor’s and Mr.

Blanchard’s February

8, 2024 option awards are included in their respective individual footnotes, they are not separately repeated in this footnote.

on 113,599,325 shares of common stock outstanding as of March 25, 2026.

The “Number of Shares Owned” includes shares

of common stock issuable upon exercise of stock options exercisable within 60 days of March 25, 2026, as set forth in the applicable

For purposes of calculating “Ownership Percentage of Class Outstanding,” shares issuable upon exercise of

such options are deemed outstanding for the applicable holder (or, in the case of the group row, for all directors and executive

officers as a group), but are not deemed outstanding for any other person.

Name of Beneficial Owner

Preferred Shares Beneficially Owned (1)

Percentage of Series A Preferred Shares (2)

Bannor Michael MacGregor (3)

holders of the Series A preferred shares, shall not be entitled to receive dividends.

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number of Series A Preferred shares outstanding used in computing the percentage is 3,839.

address for Bannor Michael MacGregor is Durham, NC.

of March 25, 2026, Mr.

Bannor Michael MacGregor beneficially owns and has sole voting and investment control over 3,819 shares of

the Company’s Series A Preferred Stock, representing approximately 99.48% of the outstanding Series A Preferred Stock.

MacGregor also indirectly beneficially owns and controls an additional 20 shares of Series A Preferred Stock, representing approximately

0.52% of the outstanding Series A Preferred Stock, through his role as the control person of Bold Crayon Corporation, the record

holder of such shares.

MacGregor is deemed the control person of Bold Crayon Corporation by virtue of his ownership of a majority

of its outstanding voting equity and his position as its Chief Executive Officer.

MacGregor has the power to direct

the voting and disposition of all securities held by Bold Crayon Corporation, including the 20 issued and outstanding shares of the

Company’s Series A Preferred Stock.

In the aggregate, Mr.

MacGregor directly and indirectly beneficially owns and controls

all 3,839 shares of the Company’s Series A Preferred Stock, representing 100% of the outstanding Series A Preferred Stock.

Each Series A Preferred Share has voting rights equal to 1,000,000 votes per share, resulting in total voting rights equivalent to

3,839,000,000 shares of common stock.

The address for Mr.

MacGregor, both in his individual capacity and as the control person of

Bold Crayon Corporation, is Durham, NC

PICTURE HOUSE CORPORATION

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

than described below or the transactions described under the heading “Executive Compensation,” there have not been, and there

is not currently proposed, any transaction or series of similar transactions to which we were a participant and in which any director,

executive officer, holder of 5% or more of any class of our capital shares or any member of the immediate family of any of the foregoing

persons had or will have a direct or indirect material interest.

Party Transactions in 2024 and 2023

Company has agreed to indemnify Mr.

MacGregor for all legal and professional costs originating from the lawsuit Randall S.

Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc.

– Supreme Court of New York, County

of Kings, Index No.:

2024 and 2023, the Company incurred approximately $180,000 and $200,000, respectively, of professional fees to a legal firm affiliated

with a member of the Board of Directors.

At December 31, 2024 and 2023, the Company had $94,000 and $0, respectively, in accounts payable

and accrued expenses owed to the legal firm.

Company has consulting services relationships with members of the Board whereby they were compensated a total of $45,000 and $185,000

in 2024 and 2023, respectively.

As of December 31, 2024 and 2023, $0 and $20,000, respectively, were accrued and unpaid.

The consulting

services are provided as requested by management and may be terminated at any time with no penalty.

On January 1, 2023, the $105,000

of 2022 accrued consulting fees were exchanged for options to purchase 1,160,221 shares of Common Stock at $0.0125 per share.

2022, the Company entered into consulting agreements with Ribo Music LLC aka Ribo Media (“Ribo Media”) whereby the

Company assisted Ribo Media in developing an online media platform to deliver music and eventually movies directly to consumers via their

smart devices.

Revenues from the Ribo Media consulting services totaled $0 and $35,000, for the years ended December 31, 2024 and 2023,

respectively.

Michael Blanchard, a director and shareholder of the Company and Timothy Battles, a director and shareholder of the Company,

are both Managing Members and controlling shareholders in Ribo Media.

August 2022, the Company funded Devil’s Half-Acre Productions, LLC owned by John Luessenhop to produce the feature film Devil’s

Half-Acre written and directed by Dashiell Luessenhop, a son of A.

John Luessenhop, a director of the Company.

During the years ended

December 31, 2024 and 2023, the Company capitalized $5,710 and $40,199, respectively, of production costs associated with this film.

In July 2023 APH obtained 100% ownership of Devil’s Half-Acre Productions, LLC and executed a new option agreement with the writer.

In September 2023, APH paid a Five Thousand-Dollar (5,000) option fee to the writer.

This option entitles APH to produce the film by

July 2024, with the ability to extend the option for an additional two (2) years.

2022, the Company entered into definitive agreements to secure Bold Crayon Corporation (“Bold Crayon” or “BC”)

as a development partner and purchased certain assets from Bold Crayon, including a portion of the rights to a feature film, and copyrights

on six film titles.

The Parties agree that APHP will designate BC as a “Content Partner”, wherein BC will develop content

and present APHP with a first opportunity to co-finance and/or coproduce content developed by BC subject to a mutually agreed upon Content

Partner Agreement and BC will accept such designation.

The Company anticipates any rights and obligations between APH and BC to be effective

upon the greenlighting of a specific film or show Mr.

MacGregor, CEO and a director of the Company, Mr.

MacGregor is also the

CEO and a director of Bold Crayon and effectively controls Bold Crayon as a managing manager of the trustee of the trust that

owns the majority ownership interest in Bold Crayon.

Michael Blanchard was a past Director and Secretary/Treasurer of Bold Crayon

and is a director of APHP.

The transaction between the parties has been consummated and all IP and copyrights have been transferred.

The assets acquired included:

Crayon’s (BC’s) ownership in the feature film “BUFFALOED” inclusive of:

ownership rights in BUFFALOED as per the agreements between BC and Lost City Inc (“Lost City”), the Co-Finance/ Co-Production

Agreement dated July 10th, 2018.

secured position of a one million three hundred eighty-thousand-dollar ($1,380,000 USD) receivable against the film’s revenues

as per the film’s Cash Asset Management Agreement (“CAMA”).

thirty-five percent (35%) beneficial ownership interest as per the film’s CAMA.

Title and all copyrights to “THIEF” (including five titles) (U.S.

V9968D472 (2019)), BC will transfer

such copyrights to APHP and APHP will file the necessary documents with the U.S.

Library of Congress to effectuate such transfer.

Title and copyright to “SPREAD THE WORD” (U.S.

V9968D474 (2019)) BC will transfer such copyrights to

APHP and APHP will file the necessary documents with the U.S.

Library of Congress to effectuate such transfer.

terms of the above agreement to purchase the BC assets included the following consideration:

agreed to pay BC the first one hundred thirty thousand dollars ($130,000.00 USD) that APHP collected from the BUFFALOED receivable.

is to deliver one Preferred Share to BC for each ten thousand dollars ($10,000.00 USD), in value paid to the APHP from the BUFFALOED

receivable above the one hundred thirty thousand dollars ($130,000.00 USD), not to exceed one hundred twenty-five (125) Preferred

No shares were issued to BC as of December 31, 2023.

See Note 12 – Subsequent Events for the 2024 issuance of Preferred

Shares to Bold Crayon.

designated Bold Crayon as an APHP content development partner (“Content Partner”).

will provide Co-producer agreements to Bold Crayon when applicable.

November 10, 2022, the Company approved the optioning of MIDNIGHT’S DOOR written by Kirsten Elms from Mr.

Luessenhop for

$12,700 (provided the Company produces MIDNIGHT’S DOOR as a feature film and further subject to producer agreements with Luessenhop

and MacGregor).

Luessenhop was a director of the Company and owned 2.005% of the Company at the time of this transaction.

November 10, 2022 the Company entered into an additional agreement regarding THE DEVIL’S HALF-ACRE to extend additional

financing in an undetermined amount to the film in exchange among other things for increased equity in the film.

At the time, DEVIL’S

HALF-ACRE was controlled by Mr.

November 10, 2022 the Company granted Mr.

Luessenhop, a director of the Company, the right to purchase 2,000,000 common shares in the

Company for $0.0125 per share for an aggregate purchase price $25,000 to be paid to the Company in the form of two components:

of an outstanding account payable of $12,417 due to Mr.

Luessenhop from the Company and (ii.) cash of $12,583.

the year ended December 31, 2024, the Company borrowed $102,931 from and repaid $30,310 to Mr.

MacGregor pursuant to a master loan agreement.

The master note agreement accrues interest at a rate of 4.4% due and payable in a lump sum upon maturity of the obligation.

is not convertible.

During the year ended December 31, 2023, the Company borrowed $178,500 from and repaid $178,500 to Mr.

pursuant to the same master loan agreement.

the year ended December 31, 2024, the Company borrowed $280,000 from and repaid $0 to the Noah Morgan Private Family Trust Loan Agreement

(“NMPFT”) pursuant to a master loan agreement.

The master note agreement accrues interest at a rate of 4.4% due and payable

in a lump sum upon maturity of the obligation.

This note is not convertible..

$200,000 of these loan proceeds were used to fund the senior

mezzanine loan to Barron’s Cove Movie, LLC as more fully described in Note 4 above.

2024, the Company borrowed $5,000 from a member of the Board of Directors.

This note is not convertible.

November 2023, the Company entered into a Consulting Agreement with A.

John Luessenhop a director of the Company, pursuant to which Mr.

Luessenhop serves as President of the Company.

During 2023, Mr.

Luessenhop was paid $80,000 under this agreement.

The Consulting Agreement

expired on December 31, 2023.

November 2023, the Company entered into a Consulting Agreement with Michael Blanchard, a director of the Company, pursuant to which Mr.

Blanchard agree to serve as an advisor to the Company to promote the quality of the Company’s products and services and to enhance

and develop the Company’s relationships with the entertainment industry and technology developers.

In return for these services,

the Company paid Mr.

Blanchard $40,625 for services rendered.

The Consulting Agreement expired on December 31, 2023.

November 2023, the Company entered into a Consulting Agreement with Philip Quartararo, a director of the Company, pursuant to which Mr.

Quartararo acted as an advisor to the Company to promote the quality of the Company’s products and services and to enhance and

develop the Company’s relationships with the entertainment industry and technology developers.

In return for these services, the

Company paid Mr.

Quartararo $10,000.00 for services rendered.

Quartararo died on November 22, 2023, terminating the consulting agreement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

party transactions

than as described below and other than the transactions described under “Executive Compensation,” there have not been, and

there are not currently proposed, any transactions or series of similar transactions since January 1, 2024 to which the Company was or

is to be a participant, in which the amount involved exceeded $120,000, and in which any director, executive officer, holder of 5% or

more of any class of the Company’s voting securities, or any immediate family member of any of the foregoing persons, had or will

have a direct or indirect material interest.

2025, the Company borrowed $353,000 from and repaid $87,000 to Bannor Michael MacGregor, the Company’s Chief Executive Officer

and a director, pursuant to a master loan agreement.

The 2025 repayments include $15,000 paid during the first quarter of 2025 that,

MacGregor’s direction, was applied as partial repayment of indebtedness owed by the Company to him and was not treated as

compensation.

During 2024, the Company borrowed $103,000 from and repaid $30,000 to Mr.

MacGregor pursuant to the same master loan agreement.

The master loan agreement accrues interest at a rate of 4.4% and is payable in a lump sum upon maturity.

2025 and 2024, the Company borrowed $29,000 and $280,000, respectively, from The Noah Morgan Private Family Trust pursuant to a master

loan agreement.

The master loan agreement accrues interest at a rate of 4.4% and is payable in a lump sum upon maturity.

December 31, 2025, Mr.

MacGregor delivered a letter to the Company’s Board confirming, among other things, a cash salary waiver

effective January 1, 2025 through March 31, 2026 and a temporary standstill on certain dispositions or conversions of his preferred shares

during the same period, subject to Board-approved exceptions.

consulting arrangements.

During 2024, the Company had consulting services relationships with members of the Board of Directors whereby

they were compensated a total of $45,000.

As of December 31, 2025 and 2024, $0 and $0, respectively, were accrued and unpaid with respect

to such consulting arrangements.

The consulting services were provided as requested by management and could be terminated at any time

without penalty.

No cash compensation was paid to directors for Board service during 2025.

information regarding related party transactions, including amounts due to related parties, is included in the financial statements and

related notes elsewhere in this Annual Report on Form 10-K, including Note 12—Related Party Transactions.

Certain related party

matters occurring after year end are described in Note 13—Subsequent Events.

The Company’s common stock is quoted on the OTCQB Marketplace and is not listed on a national securities exchange.

The Board of Directors evaluates the independence of its members using the independence standards applicable to companies listed on the

Nasdaq Stock Market, as a reference framework, and applicable SEC rules.

Based on that evaluation, the Board of Directors has determined

that the following directors are independent within the meaning of those standards, having no material relationship with the Company (either

directly or as a partner, shareholder or officer of an organization that has a relationship with the Company):

Michael Wilson, Director,

Tim Battles, Director, Peter Conway, Director, Dr.

Chauncey Tallaferro Jones, Director.

The Board of Directors has determined that Bannor

Michael MacGregor (CEO, President, and Chairman), Michael Blanchard (Secretary), and Daniel Hirsch (Treasurer) are not independent because

each serves as an executive officer of the Company and receives compensation pursuant to consulting agreements with the Company.

PICTURE HOUSE CORPORATION

ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

on Approval of Audit and Non-Audit Services of Independent Auditors

Picture House Corporations’ Audit Committee is responsible for overseeing the work of its independent auditors.

The Audit Committee’s

policy is to approve all audit and non-audit services provided by , Loa Professionals CPA PC.

These services may include audit

services, audit-related services, tax services and other services, as further described below.

Once services have been approved, Olayinka

Oyebola & Co.

and management then report to the Audit Committee on a periodic basis regarding the extent of services actually provided

in accordance with the applicable approval, and regarding the fees for the services performed.

Such fees for 2024 and 2023 were approved

by the Audit Committee in accordance with these procedures.

Picture House Corporation’s Audit Committee is responsible for overseeing the work of the Company’s independent

registered public accounting firm.

The Audit Committee’s policy is to approve all audit and permitted non-audit services

provided by Lao Professionals CPA PC.

These services may include audit services, audit-related services, tax services and other

permitted services, as further described below.

Once services have been approved, Lao Professionals CPA PC and management report to the Audit Committee on a periodic basis regarding the extent of services actually provided in accordance with the

applicable approval, and regarding the fees for the services performed.

Such fees for 2025 and 2024 were approved by the Audit

Committee in accordance with these procedures.

Accountant Fees and Services

American Picture House Corporation

paid the following fees for professional services rendered by Olayinka Oyebola & Co CPA PC and BF Borgers CPA PC, for the years ended

December 31, 2024 and BF Borgers CPA PC for year ended 2023:

Picture House Corporation paid the following fees for professional services rendered by Lao Professionals CPA PC for the years ended

December 31, 2025 and for year ended 2024:

Audit-related fees

All other fees

audit fees for the year ended December 31, 2024 were for professional services rendered for the integrated audit of American Picture

House Corporations’ annual consolidated financial statements and its internal control over financial reporting as of December 31,

2024, 2023 review of consolidated quarterly financial statements, statutory audits of American Picture House Corporation and its subsidiaries,

issuance of comfort letters, consents and assistance with review of documents filed with the SEC, as well as the audit of carve out financial

statements prepared in connection with certain divestment activities.

The audit fees for the year ended December 31, 2023 were for professional

services rendered for the integrated audit of American Picture House Corporations’ annual consolidated financial statements and

its internal control over financial reporting as of December 31, 2023, 2022 and 2021.

The 2023 tax fees represent amounts billed for

preparation of the 2022 and 2021 federal and state income tax returns.

Audit Committee believes that the provision of all non-audit services rendered is compatible with maintaining LAO Professionals independence.

FINANCIAL STATEMENT SCHEDULES

following financial statements are filed as part of this Annual Report on Form 10-K:

The audit fees for the year ended December 31, 2025 were for professional services rendered in connection with the

audit of the Company’s annual financial statements, the review of quarterly financial information included in the Company’s quarterly

reports on Form 10-Q, and assistance with related SEC filings.

The audit fees for the year ended December 31, 2024 were

for professional services rendered in connection with the audit of the Company’s annual consolidated financial statements and the

review of quarterly financial information.

The tax fees for 2024 represent amounts billed for the preparation of the Company’s

federal and state income tax returns for 2023.

Audit Committee believes that the provision of all non-audit services rendered is compatible with maintaining the independence of

Lao Professionals CPA PC.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following financial

statements of American Picture House Corporation are filed as part of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Financial Statements:

Balance sheets

Statements of income

of comprehensive income (loss)

Statements of changes in equity

Statements of cash flows

Notes to consolidated financial statements

Statement Schedule:

of Independent Registered Public Accounting Firm

II — Valuation and Qualifying Accounts

Balance sheets as of December 31, 2025 and 2024

Statements of Operations for the years ended December 31, 2025 and 2024

Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024

Statements of cash flows for the years ended December 31, 2025 and 2024

Notes to financial statements

Statement Schedules:

schedules have been omitted because they are not applicable or because the required information is included in the financial statements

or notes thereto.

Picture House Corporation

information called for by this Item is incorporated herein by reference to the Exhibit Index in this Form 10-K.

Amended and Restated Articles of Incorporation

Devil’s Half-Acre Articles of Organization

Ask Christine Articles of Organization

Second Amended and Restated Articles of Incorporation

Consulting Agreement with Bannor Michael MacGregor

4 unchanged sentences

Asset Purchase Agreement with Bold Crayon

Devil’s Half-Acre Agreement

Devil’s Half-Acre Addendum

Ask Christine Screenplay Options Purchase Agreement

Master Loan Agreement between APHP and Bannor MacGregor

PNP APHP Agreement

Addendum to PNP APHP Agreement

Assignment of Debt to SSS from MacGregor and NMPFT

Yale Barron’s Cove Agreement

Barron’s Cove APHP Credit Designee Certification

Screenplay Option for Coyote Sleeps

Sanger Agreement

Master Loan Agreement between APHP and NMPFT

Turn Up The Sun - Net Proceeds Purchase Term Sheet

Luessenhop APH Agrrement

Luessenhop APHP Agreement

Addendum to the Luessenhop APHP Agreement

APHP SSS Option

Amendment No.

1 to APHP SSS Agreement to Extend

Registration Rights Agreement

ELOC Agreement

Labrys Convertible Note

Labrys Second Convertible Note

Multi-Film Investment APHP SSS

Code of Ethics

1 unchanged sentence

Insider Trading Policy

List of Subsidiaries

Certifications

Treasurer Certification

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer

Rule 13a-14(a) / 15d-14(a) Certification of Treasurer

Section 1350 Certification of Chief Executive Officer

Section 1350 Certification of Treasurer

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

FORM 10-K SUMMARY

PICTURE HOUSE CORPORATION

5 unchanged sentences

and Chief Executive Officer

April 14, 2025

March 30, 2026

to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf

2 unchanged sentences

and Chief Executive Officer and Director

March 30, 2026

Michael MacGregor

Donald Harris

Secretary/Director

Michael Blanchard

March 30, 2026

Daniel Hirsch

March 30, 2026

Chauncey Tallaferro Jones

March 30, 2026

Tallaferro Jones

March 30, 2026

Michael Wilson

March 30, 2026

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 9A. Controls and Procedures