What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-04-14 compared with 2024-03-28 · 239 added, 234 removed, 339 unchanged (58% of the section changed)

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

408(a) Disclosure.

During the quarter ended December 31, 2024, 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.

REGARDING FOREIGN JUSRISDICTIONS THAT PREVENT INSPECTIONS

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Michael MacGregor, Chief Executive Officer and Director

John Luessenhop, Jr., Esq.

, President , Director

Harris, Esq .

, Secretary/Director

Wilson, Director

Michael Wilson, Director

Blanchard, Director

Battles, Director

Conway, Director

MacDonald, Director

Rauker, Director

Hayne, Assistant Secretary/Assistant Treasurer

Hirsch, Treasurer

Peter Conway, Director

Thomas Rauker, Director

Chauncey Tallaferro

Jones, Director

Daniel Hirsch, Treasurer

* Independent Director

Michael MacGregor, CEO/Chairperson

Michael MacGregor, CEO/Chairperson /Director

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

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

John Luessenhop, Jr., Esq.

, President/Director

Luessenhop has served as the Company’s President since July of 2023.

Prior to that Mr.

Luessenhop has served as the CFO at Catalyst

from 2020 to present.

Luessenhop is a writer/director/producer and former Wall Street attorney.

Luessenhop co-wrote

and directed SPEED KILLS , starring John Travolta and Kathryn Winnick .

The film premiered as an original on the leading

streaming services with high success.

Luessenhop directed two movies, TAKERS and TEXAS CHAINSAW 3D (the reboot of the iconic

horror franchise) , that both opened #1 at the U.S.

TAKERS also followed its box office success by topping U.S.

charts for sales, rentals, and video-on-demand purchases.

Luessenhop earned degrees at the University of Virginia and Georgetown

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

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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.

Prior to that, he served as the SVP/Chief Integration Officer of TPx

Communications from 2016 to 2018.

Battles earned a Bachelor’s Degree from Bowdoin College.

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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.

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.

Conway earned a Masters at Computer Science from Rensselaer Polytechnic Institute (RPI) and a B.S.

Computer Science from Union College.

MacDonald, Independent Director

MacDonald serves as the Chief Creative Officer of Asteri Networks since December of 2017.

MacDonald is an American film and television

producer and writer.

MacDonald was a co-creator of the HBO original series ROME (in association of the BBC) along with John

Milius and Bruno Heller and served as an executive producer and writer on the series.

MacDonald has a producer, co-producer or executive

producer credit on SLIVER, JADE, AN OCCASIONAL HELL, ROUGH RIDERS, MOLLY AND ONE MAN’S HERO .

MacDonald earned an undergraduate

degree from Georgetown University and a Juris Doctor degree from the Fordham University School of Law in New York.

at Computer Science

from Union College.

Rauker, Independent Director

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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,

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.

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 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.

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.

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.

Hirsch, Treasurer

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School of Social Research.

Hayne, CPA, Assistant Secretary and Assistant Treasurer

Hayne has served as the Company’s Assistant Secretary and Assistant Treasurer since July of 2023.

Hayne is a finance executive

with over 30 years’ corporate and public accounting experience.

Hayne has been a shareholder at Hayne Financial Consulting,

LLC, a consulting firm that principally provides contract accounting and chief financial officer services, since January 1, 2023.

Hayne was a shareholder at Hayne, CPA, PLLC from November 1, 2017 through December 31, 2019;

and from January 1, 2020 through December

31, 2022, Mr.

Hayne was a shareholder with Dodson, Shelton & Nelson, P.A.

Hayne holds a Bachelor’s Degree in Accounting

from North Carolina State University and is a licensed Certified Public Accountant.

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

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The independent directors are:

Wilson, Peter Conway, William MacDonald and Thomas Rauker.

Wilson, Peter Conway, and Thomas Rauker.

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 James Hayne,

an officer, serve as the other committee members.

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

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Rauker, and Mr.

Hayne are “audit committee financial experts” as defined by the SEC rules and has the requisite

financial experience as defined by the Nasdaq Rules.

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.

Wilson and Mr.

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

of the audit committee.

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.

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

compensation committee consists of three directors, Thomas Rauker who serves as the chairperson, and Peter Conway, and William J.

who serve as the other members.

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.

MacDonald, of our compensation

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

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

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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 A.

John Luessenhop.

Jr., who serves as the chairperson, Timothy Battles and

Donald Harris who serve as the other members.

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:

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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

Section 16(a) Reports

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.

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.

of Ethics & Insider Trading Policy

have adopted a Code of Ethics and Insider Trading Policy which applies to our executive officers, directors and employees.

our code of ethics is filed as Exhibit 14 to this Form 10-K.

January 11, 2024, the Company’s Board of Directors issued 250,000 options to each of its nine board members, 1,673,250 options

to advisors, 662,983 options to Mr.

Macgregor, and 497,238 options to Mr.

Blanchard for an aggregate of 5,083,471 options 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, Michael MacGregor, for a fee of Five Thousand dollars ($5,000) per month in 2022.

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

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.

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.

Name and principal position

Option awards

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.

incentive plan compensation

Change in pension value and nonqualified deferred compensation earnings

All other compensation

Bannor Michael MacGregor

in pension value and nonqualified deferred compensation earnings

other compensation

Bannor Michael

Bannor Michael MacGregor

MacGregor earned consulting compensation of $5,000 per month in 2022 of which $60,000 was accrued and unpaid as of December 31, 2022.

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

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

MacGregor were exchanged for options to purchase 480,000

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

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

of Material Nonpublic Information ( “ MNPI ” )

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.

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.

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.

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.

the year ended December 31, 2024, 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.

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 March 13, 2024,

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

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Share type/class

Ownership Percentage of Class Outstanding

Names of control person(s) if a corporate entity

Number of Shares Owned (5)

Ownership Percentage of Class Outstanding (5)

Bannor Michael MacGregor (1)

Chairman, CEO

John Luessenhop, Jr.

Amagansett, NY

Secretary, Director

Daniel Hirsch (2)

Secretary & Asst.

Tom Rauker (4)

Littleton, MA

MacDonald (4)

Venice Beach, CA

Michael Blanchard

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Michael Wilson

Chauncey Tallaferro Jones

Peter Conway (3)

Philip Quartararo (3)

Bell Canyon, CA

Timothy Battles

PC2 Consulting

Peter Conway (2)

North Star Capital PTY

Damian Gill (4)

Black Rock Capital PTY

Victoria, AUS

Damian Gill (3)

Donald & Janet Gundermann

Palm Beach, FL

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 27,629,358 common shares of the Company which represents 25.15% of the Common Shares of the Company.

Conway is a principal of PC2 Consulting.

Quartararo passed away in November of 2023.

250,000 shares that each Director has the right to acquire from the Company pursuant to the exercise of stock options issued on

February 8, 2024.

Additionally, on January 11, 2023 the Company issued 662,983

options to Mr.

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.

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.

Name of Beneficial Owner

Preferred Shares Beneficially Owned (1)

Percentage of Series A Preferred Shares (2)

Bannor Michael MacGregor (3)

of Beneficial Owner

Shares Beneficially Owned (1)

of Series A Preferred Shares (2)

Michael MacGregor (1)

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

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of Kings, Index No.:

the IMM Technology License more fully described in Note 2, Mr.

MacGregor was a member of the Board of Directors of VASTECH from March

8, 2017 until July 7, 2021.

MacGregor also owns approximately 2.5% of VASTECH.

MacGregor owns approximately 4.9% of Intellitech

Pty Ltd, the now current owner of the VASTECH IMM Technology.

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

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On January 1, 2023, the $105,000

of the 2022 accrued consulting fees were exchanged for options to purchase 1,160,221 shares of Common Stock at $0.125 per share.

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

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respectively.

As of December 31, 2023 and 2022, accounts receivable from Ribo Media totaled $0 and $35,000, 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.

March 31, 2022, the Company agreed to exchange $299,401 in debt obligations to Michael MacGregor, the Company’s CEO & President

and Board member, and relief from two of the Company’s legal services providers in exchange for equity in the form of 3,000,000

common shares valued at $0.10 per share for an equivalent aggregate value of $300,000.

The transaction enabled the Company to retire

$231,901 of debt due and owing to Mr.

MacGregor and $67,500 of accrued legal fees.

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

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

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

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

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upon the greenlighting of a specific film or show Mr.

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

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

MacGregor is also the

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

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 the Secretary/Treasurer and a director of APHP.

The transaction between the parties has been consummated and all IP and copywrites

have been transferred.

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:

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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

shares were issued to BC as of December 31, 2023.

See Note 11 – Subsequent Events for the 2024 issuance of Preferred Shares

to Bold Crayon.

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”).

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and MacGregor).

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

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

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

2023, the Company borrowed $178,500 from and repaid $178,500 to Mr.

MacGregor pursuant to a master loan agreement dated March 1, 2023.

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.

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

February 6, 2024, the Company entered into a master loan agreement with the Noah Morgan Private Family Trust.

The master note agreement

accrues interest at a rate of 4.68%.

Also on February 6, 2024, the Company borrowed $200,000 pursuant to this loan agreement with this

amount due and payable in a lump sum on February 6, 2025.

This note is not convertible.

The $200,000 was used to fund the senior mezzanine

loan to Barron’s Cove Movie, LLC as described below.

Later in February, NMPFT loaned an additional $50,000 to APHP.

February 2024, the Company loaned $200,000 to Barron’s Cove Movie, LLC pursuant to a Senior Mezzanine Loan Agreement.

the loan proceeds will be used to pay executive producer fees, including $10,000 to Mr.

The $200,00 loan, plus a premium of

twenty percent (20%), is due and payable on that date which is the earlier of either (a) twelve (12) months from the date of the loan,

or (b) from allocable proceeds received by Barron’s Cove Movie, LLC related to the movie, whichever occurs first.

PICTURE HOUSE CORPORATION

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The Audit Committee’s

policy is to approve all audit and non-audit services provided by BF Borgers 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, BF Borgers 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 2023 and 2022 were approved by the Audit Committee in accordance

with these procedures.

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.

Accountant Fees and Services

Picture House Corporation paid the following fees for professional services rendered by BF Borgers, for the years ended December 31,

2023 and 2022:

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:

Audit-related fees

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

2023, 2022 and 2021 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, 2022 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, 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 BF Borgers independence.

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

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December, 2023 and December 31, 2022

Consolidated Statements of Operations for the Years Ended December 31, 2023 and December 31, 2022

Consolidated Statement of Changes in Stockholders’ Deficit for the Years Ended December 31, 2023 and December 31, 2022

Consolidated Statement of Cash Flows for the Years Ended December 31, 2023 and December 31, 2022

Notes to the Condensed Financial Statements

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

Picture House Corporation

13 unchanged sentences

Master Loan Agreement between APHP and Bannor MacGregor

PNP APHP Agreement

Addendum to PNP APHP Agreement

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

Code of Ethics

Code of Ethics For Executive Officers

Power of Attorney (included on signature page to annual report)

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer

Section 1350 Certification of principal executive officer

Section 1350 Certification of principal financial officer and principal accounting officer

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).

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).

PICTURE HOUSE CORPORATION

5 unchanged sentences

and Chief Executive Officer

ALL PERSONS BY THESE PRESENT, that each of the undersigned directors and/or officers of American Picture House Corporation, a corporation

organized under the laws of Israel, hereby constitutes and appoints Bannor Michael MacGregor, his or her true and lawful attorneys-in-fact

and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign,

execute and deliver with the U.S.

Securities and Exchange Commission any and all amendments to this annual report on Form 10-K, with

all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them,

full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as

fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact

and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

April 14, 2025

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 28, 2024

Michael MacGregor

John Luessenhop, Jr.

March 28, 2024

Luessenhop, Jr.

Donald Harris

Secretary/Director

March 28, 2024

Michael Wilson

March 28, 2024

Michael Blanchard

March 28, 2024

Thomas Rauker

Chauncey Tallaferro Jones

Tallaferro Jones

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