Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
(a)
Disclosure
Controls and Procedures .
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31,
2025, or the Evaluation Date. Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure
controls and procedures are ineffective in recording, processing, summarizing and reporting, on a timely basis, information required
to be included in periodic filings under the Exchange Act and that such information is not accumulated and communicated to management,
including our principal executive and financial officers, in a manner sufficient to allow timely decisions regarding required disclosure,
due to lack of sufficient internal accounting personnel, segregation of duties, lack of sufficient internal controls (including IT general
controls) that encompass the Company as a whole with respect to entity and transactions level controls in order to ensure complete documentation
of complex and non-routine transactions and adequate financial reporting.
Management
has identified corrective actions to remediate such material weaknesses, and subject to fundraising, which includes hiring additional
employees. 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
procedures.
(b)
Management’s
Annual Report on Internal Control over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting
based principally on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission as of the end of the period covered by this report. Based on that evaluation,
we have identified a material weakness related to our internal control over financial reporting as of December 31, 2025. As defined in
Regulation 12b-2 under the Securities Exchange Act, a “material weakness” is a deficiency, or combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual
or interim financial statements will not be prevented or detected on a timely basis. 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. lack of sufficient
internal accounting personnel, segregation of duties, lack of sufficient internal controls (including IT general controls) that encompass
the Company as a whole with respect to entity and transactions level controls) in order to ensure complete documentation of complex and
non-routine transactions and adequate financial reporting during the year ended December 31, 2025.
Management
has identified corrective actions to remediate such material weaknesses, subject to fundraising, which includes hiring additional employees.
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. Although
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.
(c)
Attestation
Report of the Registered Public Accounting Firm.
This
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. As a non-accelerated filer, we are not required to provide the auditor attestation required by Section
404(b) of the Sarbanes-Oxley Act.
(d)
Changes
in Internal Control over Financial Reporting.
During
the year ended December 31, 2025, there were no changes in our internal control over financial reporting that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Item
408(a) Disclosure. During the quarter ended December 31, 2025, none of the Company’s directors or executive officers adopted
or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative
defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not
applicable.
26
AMERICAN
PICTURE HOUSE CORPORATION
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board
Changes. 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. Mr. Rauker’s resignation
was not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.
Name
Age
Director
Since
Term
Ends
Bannor
Michael MacGregor, Chief Executive Officer/President/Chairperson
60
2017
2026
Michael
Blanchard, Secretary/Director
66
2020
2026
Daniel
Hirsch, Treasurer
59
2022
2026
*
Michael Wilson, Director
60
2021
2026
*Tim
Battles, Director
62
2022
2026
*
Peter Conway, Director
68
2021
2026
*Dr.
Chauncey Tallaferro Jones, Director
48
2024
2026
*
Independent Director
Bannor
Michael MacGregor, CEO/President/Chairperson
Mr.
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. Mr. MacGregor has been the Managing Member of Duncan Morgan, LLC since June of 2008. Prior
to that, Mr. MacGregor served as the CEO and President of Bold Crayon Corporation from 2018 to present. Mr. MacGregor was a producer
on the feature film, BUFFALOED (2020). Mr. 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.
Daniel
Hirsch, Treasurer
Mr.
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. Mr. Hirsch has been Managing Partner of First Line Capital, LLC since 2002. Mr.
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.
Michael
Blanchard, Secretary/Director
Mr. Blanchard served as the Company’s Secretary/Treasurer from September 2020 to July 2023 and became the Company’s
Secretary again in September 2025. Mr. 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. Mr. Blanchard is a graduate of Boston College.
Michael
Wilson, Independent Director
Mr.
Wilson serves as the EVP of Operations and Finance at Astro Digital since January of 2017. Mr. Wilson serves as the Co-Founder of The
Panama Media Center since January of 2013. Mr. Wilson serves as an Executive Director of The Delahunt Group since March of 2011. Mr.
Wilson is an executive and corporate advisor specializing in business strategy, investment banking, portfolio management, and valuation.
Mr. Wilson earned an MBA from NYU Stern School of Business and is a graduate of Northeastern University.
Tim
Battles, Independent Director
Mr.
Battles serves as the CFO of Ribo Music, LLC since April of 2020. Prior to that, he served as the SVP/Chief Integration Officer of TPx
Communications from 2016 to 2018. Mr. Battles earned a Bachelor’s Degree from Bowdoin College.
Peter
Conway, Independent Director
Mr.
Conway serves as the CEO of PC2 Consulting since January 2015. Prior to that, Mr. Conway served as COO, CTO and various executive roles
in product line development, marketing and sales spanning servers, storage and networking technologies for companies like EMC, Dell,
and Microsoft. Mr. Conway earned a Masters at Computer Science from Rensselaer Polytechnic Institute (RPI) and a B.S. at Computer Science
from Union College.
27
Dr.
Chauncey Tallaferro Jones, Independent Director
Dr.
Chauncey Tallaferro Jones is a highly experienced anesthesiologist specializing in acute pain and regional anesthesia, currently practicing
at Northwest Anesthesiology and Pain Services in Houston, Texas since 2000. He holds an MD from Stanford University School of Medicine
and completed his residency and fellowships at Johns Hopkins Hospital. Dr. Jones has been instrumental in perioperative case management,
clinical teaching, and facility management since 2008. He has held significant roles, such as Medical Director at various hospitals,
and contributed to numerous professional committees. Dr. Jones is also an accomplished researcher and lecturer, actively involved in
medical education and conference presentations. His dedication extends beyond his clinical practice, with involvement in professional
organizations and community activities such as mentoring students and co-owning a winery.
Board
of Directors
General
Practices
According
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.
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.
Audit
Committee
Our
Board of Directors has adopted an audit committee charter that sets forth the responsibilities of the audit committee consistent with
the regulations of the SEC including the following:
●
Oversight
of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of
our independent registered public accounting firm to the Board of Directors or shareholders for their approval, as applicable;
●
Recommending
the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by the board
or shareholders for their approval, as applicable, in accordance with the requirements of applicable law.
Our
audit committee, which consists of two directors and one officer, provides assistance to our Board of Directors in fulfilling its legal
and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions
by pre-approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices
and systems of internal control over financial reporting. Our audit committee also oversees the audit efforts of our independent accountants
and takes those actions that it deems necessary to satisfy itself that the accountants are independent of management.
28
Our audit committee consists of Michael Wilson, who serves as chairperson, Daniel Hirsch, and Timothy Battles. The
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. Hirsch are
“audit committee financial experts” as defined by SEC rules. The Board has also determined that Mr. Wilson and Mr. Battles
are independent under the applicable audit committee independence standards referenced by the Company.
Compensation
Committee
The
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.
The
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. Conway, Dr. Jones and Mr. Battles are independent under the compensation committee
independence standards referenced by the Company in this report.
29
Delinquent
Section 16(a) Reports
During
the fiscal year ended December 31, 2024, Bannor Michael MacGregor, the Company’s Chief Executive Officer and a director failed
to timely file one report on Form 4 for four transactions. Also Mr. Macgregor failed to file a Form 5 within 45 days after the end of
the fiscal year ended December 31, 2024. Subsequent to December 31, 2024, Mr. MacGregor has filed a delinquent Form 4 for all of the
four transactions.
Code
of Ethics & Insider Trading Policy
We
have adopted a Code of Ethics, a Code of Ethics for Executive Officers, and an Insider Trading Policy which apply to our executive officers,
directors and employees. A copy of our Code of Ethics is filed as Exhibit 14.1 to this Form 10-K and a copy of our Code of Ethics for
Executive Officers is filed as Exhibit 14.2 to this Form 10-K. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this
Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
On
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 $0.29 per share. During 2025, no additional options were granted and 6,319,967
options were forfeited. As of December 31, 2025, 3,833,471 options remained outstanding. Subsequent to year end, on January 15, 2026,
the Company granted an additional 500,000 options.
Mr.
MacGregor provides services to the Company pursuant to a consulting agreement. Compensation paid or recognized for the periods presented
is reflected in the Summary Compensation Table and related footnotes below. On December 31, 2025, Mr. MacGregor delivered a letter confirming
that he is waiving any cash salary from January 1, 2025 through March 31, 2026, unless otherwise approved by the Board in writing.
Name and principal position
Year
Salary
($)
Bonus
($)
Stock awards
($)
Option awards
($)
Non-equity
incentive plan compensation
($)
Change in pension value and nonqualified deferred compensation earnings
($)
All other compensation
($)
Total
($)
Bannor Michael MacGregor
2025
$ 0 (1)
-
-
$ -
-
-
-
$ 0
Bannor Michael MacGregor
2024
$ 20,000 (2)
-
-
$ 250,000 (3)
-
-
-
$ 270,000
Michael Blanchard (4)
2025
$ 0
-
-
$ -
-
-
-
$ 0
Daniel Hirsch
2025
$ 0
-
-
$ -
-
-
-
$ 0
Daniel Hirsch
2024
$ 0
-
-
-
-
-
-
$ 0
1
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.
2
Mr. MacGregor received
$20,000 in cash compensation during 2024, representing $5,000 per month for January through April 2024.
3
Represents the grant-date
fair value of option awards granted to Mr. MacGregor on February 8, 2024. These option awards were granted in exchange for Mr. MacGregor’s
agreement to forgo compensation, and the amount shown reflects the grant-date fair value determined in accordance with ASC 718.
4
Although Mr. Blanchard
served as the Company’s Secretary from September 2020 to July 2023, Mr. Blanchard only became the Company’s Secretary
again in September of 2025.
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth information concerning outstanding equity awards held by the Company’s named executive officers as of
December 31, 2025.
Name
Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable
Option Exercise Price ($)
Option Expiration Date
Bannor Michael MacGregor
250,000
0
$ 0.0125
February 8, 2034
662,983
0
$ 0.0125
January 11, 2033
Michael Blanchard
250,000
0
$ 0.0125
February 8, 2034
497,238
0
$ 0.0125
January 11, 2033
Daniel Hirsch
873,250
0
$ 0.0125
November 20, 2033
Director
Compensation
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. Because that
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.
Policies
and Practices related to the Grant of Certain Equity Awards Close in Time to the Release
of Material Nonpublic Information ( “ MNPI ” )
The
Company has a strict policy of not issuing options or allowing its insiders to conduct stock trades at times, subject to any allowable
trades that might occur pursuant to a 10b5-1 Trading Plan, where MNPI is known or a material transaction is anticipated to occur.
Each insider and employee of the Company is required to read the Company’s Insider Trading Policy as attached hereto as Exhibit
19.1, which prescribes certain set periods that prohibit insider trading. Other than as established for black-out periods associated
with our quarterly and annual financial statement filings, our executive management will also issue notices of black-out trading
periods if they are aware of material transactions which they anticipate closing.
The
timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement
of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule
for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s
strategic objectives and to ensure the competitiveness of our compensation packages.
In
determining the timing and terms of an equity award, the Board or the Compensation Committee may consider MNPI to ensure that such
grants are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures
to prevent the improper use of MNPI in connection with the granting of equity awards include oversight by legal counsel and, where
appropriate, delaying the grant of equity awards until the public disclosure of such MNPI.
The
Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner
that is not influenced by the timing of the disclosure of MNPI for the purpose of affecting the value of executive compensation.
The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate
governance and continue to serve the best interests of the Company and its stockholders.
In
the year ended December 31, 2025, no options were granted to our named executive officers within four business days prior to, or
one business day following, the filing or furnishing of a periodic or current report by us that disclosed MNPI.
30
AMERICAN
PICTURE HOUSE CORPORATION
ITEM 12. 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.
Common
Shares
Name of Directors, Executive Officers and 5% Stockholders
Affiliation with Company (e.g., Officer Title /Director/ Owner of more than 5%)
Residential Address ( City / State Only)
Share type/class
Names of control person(s) if a corporate entity
Number of Shares Owned (7)
Ownership Percentage of Class Outstanding
Bannor Michael MacGregor (1)
Chairperson, CEO, President
Durham, NC
Common
22,144,486
19.49 %
Michael Blanchard (2)
Secretary, Director
Littleton, MA
Common
3,890,571
3.42 %
Daniel Hirsch (3)
Treasurer
Teaneck, NJ
Common
873,250
0.77 %
Michael Wilson (6)
Director
Denville, NJ
Common
450,000
0.40 %
Dr. Chauncey Tallaferro Jones (6)
Director
Magnolia, TX
Common
1,250,000
1.10 %
Peter Conway (4)(6)
Director
Acton. MA
Common
298,000
0.26 %
Timothy Battles(5)
Director
Groton, MA
Common
4,682,200
4.12 %
All directors and executive officers as a group (7 persons) (7)
33,588,507
29.57 %
Damian Gill (5)
5% Stockholder
Melbourne, Australia
Common
6,500,000
5.72 %
(1)
Mr.
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. The
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.
(2)
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.
(3)
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).
31
(4)
Includes
48,000 shares held by PC2 Consulting, an entity for which Mr. Conway is a principal.
(5)
Based
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. Certain UCC
financing statements have been filed from time to time with respect to these shares. Mr. Gill is not a director or executive officer
of APHP.
(6)
Includes 250,000 shares issuable upon exercise of stock options held by each of Mr. Wilson, Mr. Conway and Mr. Battles,
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 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.
(7)
Based
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
footnotes. 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.
Preferred
Shares
Name of Beneficial Owner
Series A
Preferred Shares Beneficially Owned (1)
Percentage of Series A Preferred Shares (2)
Bannor Michael MacGregor (3)
3,839
100.00 %
Total
3,839
100.00 %
(1)
The
holders of the Series A preferred shares, shall not be entitled to receive dividends. The holders of Series A preferred shares shall
be entitled to vote on all matters submitted to a vote of the shareholders of the Company. The holders of the Series A preferred
shares shall be entitled to one million (1,000,000) votes per one share of Series A preferred held. The holders of any Series A preferred
shares shall be entitled to convert such shares into fully paid and non-assessable shares of Common Stock at the following conversion
ratio: 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.
(2)
The
number of Series A Preferred shares outstanding used in computing the percentage is 3,839.
(3)
As
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. Mr.
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. Mr. 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. As such, Mr. 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
32
AMERICAN
PICTURE HOUSE CORPORATION
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related
party transactions
Other
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.
During
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,
at Mr. 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.
During
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.
On
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.
Board
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.
Additional
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.
Director
independence
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.
33
AMERICAN
PICTURE HOUSE CORPORATION
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Policy
on Approval of Audit and Non-Audit Services of Independent Auditors
American
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.
Principal
Accountant Fees and Services
American
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:
2025
2024
(U.S. $)
Audit fees
48,375
65,640
Audit-related fees
Tax fees
200
3,500
All other fees
Total
$ 48,575
$ 69,140
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.
The
Audit Committee believes that the provision of all non-audit services rendered is compatible with maintaining the independence of
Lao Professionals CPA PC.
34
PART
IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
The following financial
statements of American Picture House Corporation are filed as part of this Annual Report on Form 10-K:
page
Report of Independent Registered Public Accounting Firm
F-2
Financial
Statements:
Balance sheets as of December 31, 2025 and 2024
F-3
Statements of Operations for the years ended December 31, 2025 and 2024
F-4
Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024
F-5
Statements of cash flows for the years ended December 31, 2025 and 2024
F-6
Notes to financial statements
F-7
Financial
Statement Schedules:
All
schedules have been omitted because they are not applicable or because the required information is included in the financial statements
or notes thereto.
35
American
Picture House Corporation
(b)
Exhibits
The
information called for by this Item is incorporated herein by reference to the Exhibit Index in this Form 10-K.
3.1
Second Amended and Restated Articles of Incorporation
3.2
Bylaws
10.1
Consulting Agreement with Bannor Michael MacGregor
10.1.1
Amended Consulting Agreement with Bannor Michael MacGregor
10.2
Economic Injury Disaster Loan (EIDL)
10.3
American Express Business Line of Credit Loan Agreement and Personal Guarantee
10.4
2023 Directors, Employees and Advisors Stock Incentive and Compensation Plan
10.5
Asset Purchase Agreement with Bold Crayon
10.8
Master Loan Agreement between APHP and Bannor MacGregor
10.8.1
Assignment of Debt to SSS from MacGregor and NMPFT
10.10
Yale Barron’s Cove Agreement
10.10.1
Barron’s Cove APHP Credit Designee Certification
10.13
Master Loan Agreement between APHP and NMPFT
10.14
Turn Up The Sun - Net Proceeds Purchase Term Sheet
10.15
Luessenhop APHP Agreement
10.15.1
Addendum to the Luessenhop APHP Agreement
10.16
APHP SSS Option
10.16.1
Amendment No. 1 to APHP SSS Agreement to Extend
10.17
Registration Rights Agreement
10.18
ELOC Agreement
10.19
Labrys Convertible Note
10.19.1
Labrys Second Convertible Note
10.20
Multi-Film Investment APHP SSS
14.1
Code of Ethics
14.2
Code of Ethics For Executive Officers
19.1
Insider Trading Policy
31.1
Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a) / 15d-14(a) Certification of Treasurer
32.1
Section 1350 Certification of Chief Executive Officer
32.2
Section 1350 Certification of Treasurer
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase
104*
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
ITEM 16. FORM 10-K SUMMARY
None.
36
AMERICAN
PICTURE HOUSE CORPORATION
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMERICAN
PICTURE HOUSE CORPORATION
By:
/s/
Bannor Michael MacGregor
Name:
Bannor
Michael MacGregor
Title:
President
and Chief Executive Officer
Dated:
March 30, 2026
Pursuant
to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
By:
Name
Title
Date
By:
/s/
Bannor Michael MacGregor
President
and Chief Executive Officer and Director
March 30, 2026
Bannor
Michael MacGregor
By:
/s/
Michael Blanchard
Secretary
and Director
March 30, 2026
Michael
Blanchard
By:
/s/
Daniel Hirsch
Treasurer
March 30, 2026
Daniel
Hirsch
By:
/s/
Tim Battles
Director
March 30, 2026
Tim
Battles
By:
/s/
Chauncey Tallaferro Jones
Director
March 30, 2026
Chauncy
Tallaferro Jones
By:
/s/
Peter Conway
Director
March 30, 2026
Peter
Conway
By:
/s/
Michael Wilson
Director
March 30, 2026
Michael
Wilson
37