Item 1. Business
ITEM
1. BUSINESS
Unless
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.
Corporate
History
American
Picture House Corporation was incorporated in Nevada on September 21, 2005 under the name Servinational, Inc. The Company subsequently
changed its name to Shikisai International, Inc. in November 2005 and then to Life Design Station, Intl., Inc. in August 2007. The Company
changed its state of domicile from Nevada to Wyoming on October 13, 2020. On December 4, 2020, the Company changed its name to American
Picture House Corporation.
The
Board of Directors approved a 50:1 reverse stock split that became effective in the marketplace on October 11, 2021.
Following
the reverse stock split, on September 13, 2021, the Company adopted an amendment to the Company’s Articles of Incorporation to
reduce the number of authorized shares from 4,700,000,000 shares of Common Stock at $0.0001 par value to 1,000,000,000 shares of Common
Stock at $0.0001 par value.
On
October 16, 2024 the shareholders approved our Second Amended and Restated Articles of Incorporation, which amends Article VI, paragraph
A. (1) of our current Amended and Restated Articles of Incorporation to grant authorization to our Board of Directors to determine, without
shareholder approval, the designations, preferences, limitations, restrictions, and relative rights of any additional classes of Preferred
Stock, and variations in the relative rights and preferences as between different series. The Company has filed the Second Amended and
Restated Articles of Incorporation with the State of Wyoming in April 2025.
As
of 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.
Common
Shares - As of March 25, 2026, APHP has 1,000,000,000 common shares authorized of which 113,599,325 shares issued and outstanding. As
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.
Preferred
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). At present, 3,839 Series A preferred shares
are issued and outstanding. The Series A preferred shares do not have any rights to dividends; voting - each share of Series A preferred
shares carries a superior voting right to the Company’s common shares, each Series A preferred share shall be counted as 1,000,000
votes in any Company vote. Each Series A preferred share is convertible at a ratio of 1 to 100,000 so that each one share of Series A
preferred shares may be exchanged for 100,000 common shares. Series A preferred shares hold a first position lien against all of the
Company’s assets including but not limited to the Company’s IP (“Intellectual Property”). The Preferred shares
do not have any specific redemption rights or sinking fund provisions.
2
Voting
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. Mr.
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.
Business
Overview
American
Picture House Corporation (“APHP”) , also known as American Picture
House Pictures, is an entertainment company focused on the development, packaging, financing and production of feature films and limited
series. During 2025, APHP pivoted away from third-party consulting to concentrate on internally developed projects and selective strategic
partnerships. 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.
Two
complementary business approaches
We
generally pursue two complementary approaches to participating in projects:
(1)
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.
(2)
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.
Portfolio
and participation in projects
As
of March 25, 2026 and during 2025, APHP has participated in the following feature film projects:
● BARRON’S
COVE (director: Evan Ari Kelman; lead: Garrett Hedlund)
● POSE
(director: Jamie Adams; lead: James McAvoy)
● THIEVES
HIGHWAY (director: Jesse V. Johnson; lead: Aaron Eckhart)
● PROTECTOR
(director: Adrian Grünberg; lead: Milla Jovovich)
● MOTION
(director: Tim McCann; lead: Tiffany Haddish)
Our
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.
Release
and status
BARRON’S
COVE, POSE and THIEVES HIGHWAY were released in 2025. PROTECTOR was released in U.S. theaters on March 6, 2026. MOTION
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.
Selected
highlights during 2025 and early 2026
● BARRON’S
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; Mr. MacGregor received a producer credit pursuant to applicable
agreements.
● POSE
(released December 5, 2025). APHP received an “In Association With” credit pursuant
to applicable agreements; Mr. MacGregor received a producer credit pursuant to applicable
agreements.
● THIEVES
HIGHWAY (released December 16, 2025). APHP received an “In Association With”
credit pursuant to applicable agreements; Mr. MacGregor received a producer credit pursuant
to applicable agreements.
● PROTECTOR
(released March 6, 2026). APHP is entitled to an “In Association With” credit
pursuant to applicable agreements.
● MOTION
(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;
Mr. MacGregor is entitled to a producer credit pursuant to applicable agreements.
We
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.
3
Strategic
focus and operating plan
We
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.
We
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.
From
an operational standpoint, management’s current plan is organized around three overlapping phases:
Phase
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.
Phase
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.
Phase
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.
These
phases reflect management’s current expectations and are subject to change based on market conditions, capital availability, project
performance, and other factors.
Capital
resources and approach to financing
We
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; however,
we may nonetheless enter into financings on terms that are less favorable than desired depending on our liquidity needs and capital market
conditions.
In
certain instances, we may use equity-based compensation or equity issuances in connection with services or project participation. Any
such issuances may be dilutive to existing shareholders, and the terms of these arrangements may affect our stockholders’ interests.
See Item 7. Management’s Discussion and Analysis and Item 12. Security Ownership (as applicable), and our financial statements
and related notes for additional information.
Future
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.
Strategy
across the filmmaking lifecycle
To
describe APHP’s business model, the filmmaking process can be viewed in five primary stages: (1) development; (2) pre-production;
(3) production; (4) post-production; 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.
Intellectual
property and value creation
Intellectual
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.
Strategy
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.
Value
creation initiatives . 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
and talent; evaluating and pursuing domestic and international distribution opportunities, including pre-sales where appropriate; identifying
financing and banking relationships; retaining experienced legal counsel and other advisors; selecting locations that may provide production
incentives; preparing budgets and financing plans; securing completion bonds where appropriate; and developing production and marketing
materials to support financing and distribution discussions.
4
Intellectual
Properties
In addition, courts outside the United States are sometimes less willing to protect trade secrets. We periodically review third-party
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. Any
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.
Existing
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.
Owned
screenplays. As of December 31, 2025, we owned 100% of certain screenplay properties and maintained related copyrights with the U.S.
Copyright Office, including:
● THIEF
(Karl Gajdusek);
● ACE
IN THE HOLE (Richard D’Ovidio)
● Additional
THIEF -related titles; and
● SPREAD
THE WORD (Michael Andrews).
Selected
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.
POSE
(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.
While
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,
see Item 1A. Risk Factors .
5
Film
Production Loans
BARRON’S
COVE . 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.
BARRON’S
COVE . December 29, 2025 amendment to revenue allocation. On December 29, 2025, the Company entered into Amendment No. 1 to
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.
PNP
Movie, LLC. 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. See Note 4 –
Film Production Loans for additional information.
These
summaries are qualified in their entirety by the applicable agreements and related documentation.
Competition
Our
business operates in highly competitive markets. 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. Competition
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.
Depending
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.
In
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.
Employees
and Human Capital Resources
As
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.
Smaller
Reporting Company
The
Company is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available
to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section
404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of
audited financial statements, instead of three years. As long as we maintain our status as a “smaller reporting company”,
these exemptions will continue to be available to us.
Our
Offices
The
Company maintains three virtual offices in New York, NY, Raleigh, NC, and Los Angeles, CA.
Available
Information
Our
periodic and current reports, and amendments to those reports, are available free of charge through the SEC’s EDGAR system at www.sec.gov.