Item 1. Business
ITEM
1. BUSINESS
As
used in this annual report, the terms, “we”, “our”, “us”, “APH”, “APHP”, and the “Company” refer to American
Picture House Corporation, a Wyoming corporation unless the context requires otherwise.
Cautionary
Note Regarding Forward-Looking Statements
This
report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor,
our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence
operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in
this report, including statements regarding our future financial position, liquidity, business strategy, and plans and objectives of
management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,”
“continue,” “anticipate,” “intend,” “should,” “plan,” “could,”
“target,” “potential,” “is likely,” “will,” “expect” and similar expressions,
as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on
our current expectations and projections about future events and financial trends that we believe may affect our financial condition,
results of operations, business strategy, and financial needs.
The
results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties, and risks that
may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk
Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information,
future events, or otherwise.
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 April 7, 2025, the Company has 1,001,000,000 shares authorized, including 1,000,000,000 common shares and 1,000,000 preferred shares.
Common
Shares - As of April 7, 2025, APHP has 1,000,000,000 common shares authorized of which 112,399,325 shares issued and outstanding. As
of April 7, 2025, the total number of shareholders of record was 332. 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 April 7, 2025, 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, 3,846 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.
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Voting
Control - Our Chief Executive Officer and Chairman of the board of Directors, Bannor Michael MacGregor, is the beneficial owner of
23,654,603 shares of common stock, which controls 21.05% of the outstanding common voting shares. Mr. MacGregor is the owner of 100%
of the Company’s 3,829 shares of issued and outstanding Series A preferred stock. The Company’s Series A preferred
shares have voting rights equal to 1,000,000 votes per each one share. As such, Mr. MacGregor has voting rights equal to
3,852,654,603 shares of common stock, representing 97.75% of voting rights,
Business
Overview
American
Picture House Corporation (“APHP”) , also known as American Picture House Pictures, aims to become a premier entertainment
company focused on the development, financing, and production of feature films, limited series, and content-driven technologies. Led
by astute financiers and supported by accomplished creatives, the Company is committed to delivering high-quality content with broad
market appeal.
Historically,
APHP has offered strategic consulting services to clients within the entertainment sector, providing guidance in areas such as business
planning, financial projections, and corporate marketing. While these engagements showcased the Company’s expertise in both entertainment
and general business strategy, APHP has since pivoted away from providing independent consulting services. Moving forward, the Company
will concentrate exclusively on internal content development and strategic partnerships.
APHP
is now focused on partnering with filmmakers, showrunners, content creators, and innovative technology partners to develop, package,
finance, and produce compelling film and television projects. The Company’s leadership, Board of Directors, and advisory team bring
decades of experience across key entertainment functions, including writing, producing, directing, casting, sales, and licensing, with
long-standing relationships at major studios and production companies. Although these relationships have yet to translate into direct
business for APHP, the Company anticipates leveraging these connections in its upcoming projects.
Strategic
Focus: Mid-Budget Productions
APHP
specializes in mid-budgeted productions where the majority, if not all, of the production budget can be secured against the project’s
intellectual property (“IP”), projected and pre-sold licensing agreements, incentive programs, tax credits, and grants. The
value of the IP, such as book rights, screenplays, or scripts, can be significantly enhanced by the attachment of award-winning talent,
seasoned producers, and skilled directors, making it a critical asset for financial structuring.
By
assembling robust production packages that include proven creative elements and cost-efficient strategies, such as filming in incentive-friendly
locations and building lean budgets, APHP can mitigate financial risk, reduce its equity exposure, and attract third-party investment.
These efforts are designed to improve profitability and maximize investor confidence through the development of bankable content.
APHP’s
strategic approach emphasizes financial sophistication, creative excellence, and the use of forward-thinking technology. To date, APHP
owns and has optioned several IPs with the goal of co-producing and co-financing both feature films and limited series.
Understanding
APHP’s Strategy Through the Filmmaking Lifecycle
To
better explain APHP’s business model, the filmmaking process can be broken down into five key stages, each with distinct responsibilities
and goals:
1. Development
– Acquiring rights (e.g., books, plays), developing story ideas, and writing the
screenplay. This stage includes securing financing.
2. Pre-Production
– Finalizing the script, hiring cast and crew, scouting and securing locations,
and designing sets.
3. Production
– The actual filming process where raw footage is captured.
4. Post-Production
– Editing the footage, adding visual effects, sound design, and finalizing the
film.
5. Distribution
– Marketing and distributing the finished project to theaters, streaming platforms,
and other outlets.
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APHP’s
strategy is to participate meaningfully at each of these stages, especially in development, financing, and packaging, to ensure that
every project is positioned for both creative and commercial success.
Our
Strategy to Build Value
APHP’s
business strategy centers on acquiring or optioning intellectual properties, such as book rights, screenplays, and scripts, that have
already undergone a meaningful level of development investment. In many cases, these properties were advanced by their original creators
or teams who, after making substantial financial or creative commitments, chose to pause or abandon further development due to budgetary
or strategic reasons.
By
targeting projects at this stage, APHP aims to acquire valuable entertainment assets at a reduced upfront cost. In exchange, we may offer
the original team a share in future revenues generated by the property. This approach enables us to:
● Minimize
initial capital expenditures;
● Allocate
more resources toward advancing the project through the filmmaking pipeline;
● Benefit
from the insights, creative contributions, and goodwill of the original development team;
and
● Significantly
reduce financial and creative risk.
Our
strategy is predicated on our management team’s ability to identify projects with unrealized potential and execute on the next
stages of development where previous efforts may have stalled. This includes leveraging our experience, industry relationships, and financial
acumen to transform dormant or undervalued IP into market-ready content.
Value
Creation Initiatives
Once
acquired, we enhance the value of these properties through a multi-pronged strategy that includes:
● Engaging
experienced Writers Guild of America (WGA) writers to further develop, polish, or rewrite
the material;
● Attaching
high-quality talent—such as reputable producers, directors, and actors;
● Assessing
and securing international pre-sales and understanding global market value;
● Establishing
relationships with key financial institutions and banking partners;
● Partnering
with talent agencies and retaining top legal counsel;
● Identifying
strategic filming locations that offer robust tax incentives, rebates, or grants;
● Creating
comprehensive production budgets and tailored financing strategies;
● Securing
completion bonds to mitigate production risk; and
● Developing
professional production and marketing materials, such as look books, preliminary artwork,
and scouting reports.
This
methodical, value-driven approach allows APHP to position each project for optimal creative execution, financial performance, and market
success, ultimately maximizing returns for the Company and its partners.
Organizational
Structure
At
present, the Company has no employees. We do, however, utilize the services of consultants. The Company is managed by its officers. Bannor
Michael MacGregor is the CEO, Jonathan Sanger is the President, Donald J. Harris is the Secretary and Daniel Hirsch is the Treasurer,
all report to a Board of Directors. At present, only Bannor Michael MacGregor is under a Consulting Agreement.
Our
Offices
The
Company maintains three virtual offices in New York, NY, Raleigh, NC, and Los Angeles, CA.
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Intellectual
Properties
The
following overview concerns the intellectual property matters of our Company.
Intellectual
properties and other proprietary rights are important to our business and can provide us with a competitive advantage. While the Company
uses reasonable efforts to protect its trade and business secrets, the Company cannot assure that its employees, consultants, contractors,
or advisors will not, unintentionally, or willfully, disclose the Company’s trade secrets to competitors or other third parties.
In addition, courts outside the United States are sometimes less willing to protect trade secrets. We periodically review third-party
proprietary rights, including copywriting and copywriting applications, in an effort to avoid infringement on third-party proprietary
rights and protect our own, identify licensing or partnership opportunities and monitor the intellectual property claims of others. Any
infringement of the Company’s proprietary rights could result in significant litigation costs, and any failure to adequately protect
could result in the Company’s competitors offering similar products, potentially resulting in loss of a competitive advantage and
decreased revenue.
Existing
copyright, trademark, and trade secret laws afford only limited protection. In addition, the laws of some foreign countries do not protect
the Company’s proprietary rights to the same extent as do the laws of the United States. Litigation may be necessary in the future
to protect the Company’s trade secrets or to determine the validity and scope of the proprietary rights of others. This litigation
could result in substantial costs and diversion of resources and could materially adversely affect the Company’s future operating
results.
As
of December 31, 2024, we own a portfolio of intellectual properties including the following screenplays: APHP owns 100% of the following
titles and maintains copyrights at the U.S. Copyright Office:
●
THIEF
written by Karl Gajdusek;
●
ACE
IN THE HOLE by Richard D’Ovidio;
●
Three
additional THIEF titles;
●
SPREAD THE WORD written by Michael Andrews;
Additionally, APHP solely maintains option rights to:
●
DEVIL’S HALF-ACRE written by Dashiell Luessenhop, and;
●
ASK CHRISTINE, a screenplay written by Danielle Silvie Gershberg.
BUFFALOED
is a 2019 American crime-comedy drama directed by Tanya Wexler and written by Brian Sacca. The film stars Zoey Deutch as a savvy
hustler trying to escape her life in Buffalo, New York, by diving into the high-stakes world of debt collection, while simultaneously
grappling with her own financial burdens. The cast also features Judy Greer, Jermaine Fowler, Noah Reid, and Jai Courtney in supporting
roles.
BUFFALOED
premiered at the Tribeca Film Festival on April 27, 2019, and was later released in select theaters and on demand by Magnolia Pictures
on February 14, 2020. The film received generally positive reviews, with critics highlighting its clever premise and standout performances
by Deutch, Greer, and Courtney.
APHP
owns 50% of the IP associated with BUFFALOED and holds a 35% share of the revenues collected through its Cash Asset Management
Account (CAMA). This CAMA is administered by Fintage Collection Account Management B.V., a leading global rights management firm that
oversees the collection and distribution of licensing revenues from worldwide film and television distributors. These revenues are allocated
to the beneficial owners of the project in accordance with their respective CAMA participation.
Additionally,
MacGregor served as a Producer on BUFFALOED , further reflecting APHP’s direct involvement in the project’s development
and success.
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TURN
UP THE SUN! (also known as POSE) is an upcoming British thriller written and directed by Jamie Adams. The story follows two couples
who unknowingly book the same countryside mansion for a getaway, only to encounter a series of unsettling and mysterious events during
their stay. The film stars James McAvoy, Lucas Bravo, Aisling Franciosi, and Almudena Amor.
APHP
holds the contractual right to acquire a 24% beneficial ownership interest in TURN UP THE SUN! (now titled POSE ). APHP
also earned an “In Association With” credit on the project, with MacGregor receiving a Producer credit.
While
we consider our intellectual properties to be assets, we do not believe that our competitive position is dependent primarily on our entertainment
properties or that our operations are dependent upon any single Entertainment Property. We nevertheless face intellectual property-related
risks. For more information on these risks, see “Risk Factors.”
Film
Production Loans
BARRON’S
COVE is a psychological thriller that follows Caleb (Garrett Hedlund), a grieving father who kidnaps the boy he believes is responsible
for his son’s death. As a tense manhunt unfolds, led by the child’s powerful father (Hamish Linklater), long-buried secrets
emerge and moral boundaries are tested. Written and directed by Evan Ari Kelman, the film also stars Brittany Snow and Stephen Lang.
BARRON’S COVE premiered at the 2024 Hamptons International Film Festival in October of 2024 and is distributed by Well Go
USA Entertainment. The screenplay was previously recognized on The Black List and was a semi-finalist for the Nicholl Fellowship.
In
February 2024, APHP provided a $200,000 senior mezzanine loan to Barron’s Cove Movie, LLC. Of that amount, $20,000 was allocated
toward producer fees, including $10,000 paid to MacGregor. The loan, along with a 20% premium, is due on the earlier of either (a) twelve
months from the loan date or (b) from allocable proceeds received by Barron’s Cove Movie, LLC related to the film. As part of the
arrangement, APHP received an “In Association With” credit on the film, and MacGregor earned a Producer credit.
Senior
Loan Agreement with PNP Movie, LLC
In
February 2024, the Company agreed to loan PNP Movie, LLC $97,475 to be used solely in connection with a named feature length motion picture.
In April 2024, the loan agreement was amended whereby the Company agreed to lend an additional $42,525 and to use best efforts to increase
the aggregate financing to $597,475. As of December 31, 2024, a total of $196,200 had been advanced to PNP Movie, LLC. These loans, plus
a premium of twenty percent (20%), is due and payable on that date which is the earlier of either (a) twelve (12) months from the date
of the loan, or (b) from allocable proceeds received by PNP Movie, LLC related to the movie, whichever occurs first.
Additionally,
the agreement states that Mr. MacGregor shall be entitled to a producer fee based on work to be performed and that Mr. MacGregor will
receive a “Producer” credit and his son a “Co-Producer” credit on the film.
Competition
Our
business operates in highly competitive markets. We compete with companies within the film and media business, but ultimately our competition
includes all businesses that complete for consumer entertainment dollars, including travel, sporting events, outdoor recreation and other
cultural related activities.
Entertainment
competitors include the major film and television studios, numerous independent motion picture and television production companies, television
networks, pay television services and digital media platforms.
The
scope of the competition extends beyond consumer dollars to competing to acquire rights to literary and film properties, the services
of performing artists, directors, producers and other creative and technical personnel and production financing, all of which are essential
to the success of our entertainment businesses.
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In
addition, our motion pictures will compete for audience acceptance and exhibition outlets with motion pictures produced and distributed
by other companies. Likewise, we face significant competition from independent distributors as well as major studios. As a result, the
success of any of our business is dependent not only on the quality and acceptance of a particular project, but also on the quality and
acceptance of other competing content released into the marketplace at or near the same time, as well as on our ability to license and
produce content for the networks that is adequate in quantity and quality and will generate satisfactory subscriber levels.
Given
such competition, we will attempt to operate with a different business model than others. We plan to emphasize a lower cost structure,
risk mitigation, reliance on financial partnerships and innovative financial strategies. Our cost structures will be designed to utilize
our flexibility and agility as well as the entrepreneurial spirit of our employees, partners and affiliates, in order to provide creative
entertainment content to serve diverse audiences worldwide.
Many
of our anticipated competitors, such as those listed below, have substantially greater financial, technical, and other resources and
larger, more established marketing, sales and distribution systems than we have. Our success will depend, in part, on our ability to
develop our intellectual properties in a timely manner, achieve market acceptance of our future products, gain name recognition and a
positive reputation in the film industry, and establish successful marketing, sales and distribution efforts.
2AM
is a Los Angeles & New York based production and management company that specializes in supporting work from auteur driven filmmakers
and talent. The company was founded in 2020 by Christine D’souza Gelb, David Hinojosa, and Kevin Rowe, and was launched in strategic
partnership with A24 Films LLC, the Oscar-winning studio behind films such as EVERYTHING EVERYWHERE ALL AT ONCE and MOONLIGHT ,
as well as the hit TV series EUPHORIA . Their website is: www.2am.com .
Utopi
was co-founded by filmmaker Robert Schwartzman and Cole Harper in 2018, Utopia is a New York and Los Angeles-based film distribution
and sales company. The company focuses on showcasing truly independent features and documentaries while supporting the next wave of filmmakers.
Recent releases include psychological cyber-thriller RED ROOMS by Pascal Plante and FEMME by Sam H. Freeman and Ng Choon
Ping. Their website is: www.utopiadistribution.com .
XTR
was established in 2019 by Bryn Mooser, XTR is a premium global nonfiction entertainment studio based in Los Angeles. The award-winning
studio collaborates with outstanding creators to produce, distribute, finance, and develop films, series, and podcasts. Notable projects
include THEY CALL ME MAGIC on Apple TV+, the Oscar-nominated Ascension, and the Emmy and Peabody award-winning 76 DAYS .
Their website is: https://www.xtr.com/ .
Employees
At
present, the Company has no employees. We do, however, utilize the services of consultants. The Company is managed by its officers. Bannor
Michael MacGregor is the CEO, Jonathan Sanger is the President, Donald J. Harris is the Secretary and Daniel Hirsch is the Treasurer,
all report to a Board of Directors. At present, only Bannor Michael MacGregor is under a Consulting Agreement.
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.