American Picture House Corp 10-K

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, 2024, 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 intends to implement procedures to remediate such material weaknesses during the fiscal year 2024; however, the implementation of these initiatives may not fully address any material weakness or other deficiencies that we may have in our disclosure controls and 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, 2024. 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, 2024, 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, 2024. 22 Management has identified corrective actions to remediate such material weaknesses, subject to fundraising, which includes hiring additional employees. Management intends to implement procedures to remediate such material weaknesses during the fiscal year 2024; however, the implementation of these initiatives may not fully address any material weakness or other deficiencies that we may have in our disclosure controls and procedures. (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 due to an exemption for emerging growth companies provided in the JOBS Act. (d) Changes in Internal Control over Financial Reporting. During the year ended December 31, 2024, 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, 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JUSRISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 23 AMERICAN PICTURE HOUSE CORPORATION PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Name Age Director Since Term Ends Bannor Michael MacGregor, Chief Executive Officer and Director 59 2017 2025 Jonathan Sanger . , Presiden t 79 2022 2025 Donald J. Harris, Esq . , Secretary/Director 62 2021 2025 * Michael Wilson, Director 59 2021 2025 Michael Blanchard, Director 65 2020 2025 Tim Battles, Director 61 2022 2025 * Peter Conway, Director 67 2021 2025 * Thomas Rauker, Director 61 2023 2025 Dr. Chauncey Tallaferro Jones, Director 47 2024 2025 Daniel Hirsch, Treasurer 58 2022 2025 * Independent Director Bannor Michael MacGregor, CEO/Chairperson /Director Mr. MacGregor has served as the Company’s Chief Executive Officer since September of 2017. 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. Jonathan Sanger, President Mr. Jonathan Sanger has served as the Company’s President since May, 2024. Mr. Sanger has been the President of Grand Illusions Films since 2016. 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. Brown. 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. Penn. He has taught a course in Independent Filmmaking at The Dodge College of Film and Media Arts at Chapman University. 24 Donald J. Harris, Esq. , Secretary/Director Mr. Harris has served as the Company’s Secretary since July of 2023. Mr. Harris serves as a partner at Harris Sarratt & Hodges, LLP since 1999. Mr. Harris is a corporate attorney and trial attorney specializing in complex business disputes involving issues related to corporate governance, and ownership, contracting, technology, intellectual property, and licensing. 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. Michael Blanchard, Director Mr. Blanchard had served the Company’s as its Secretary/Treasurer from September 2020 to July 2023. Mr. Blanchard serves as the CEO of Ribo Music, LLC since April of 2020. Prior to that, Mr. Blanchard served as an Investor Liaison to Bold Crayon Corporation from 2018 to December of 2020. Mr. Blanchard is a graduate of Boston College. Tim Battles, 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. Thomas Rauker, Independent Director Mr. Rauker currently serves as the President and COO of Aidentified, LLC, an AI driven data and intelligence business, since June of 2022, and was also recently added to the Board of Directors. Prior to this Mr. Rauker served as the Global COO of Dun & Bradstreet (D&B) since May of 2019 and served in various executive leadership roles at the company since January of 2015 following the acquisition of NetProspex, Inc. During his tenure at D&B he played key roles in both the privatization of the company, completed in February of 2019, and the following IPO in July 2020 to bring the company back to the NYSE. Prior to D&B, Mr. Rauker served as the COO and CFO of NetProspex starting in 2010, leading the company through a Series C of Venture Capital Funding leading to a successful sale of the company in January 2015 to D&B. Mr. Rauker also has continued to serve as an advisor to multiple Private Equity and Venture Capital firms since June of 2021. Dr. Chauncey Tallaferro Jones, 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. 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. 25 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. Currently, our Board of Directors consists of nine directors. 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. Our Board of Directors consists of 8 members with 4 members being independent under Nasdaq rules. The independent directors are: Michael Wilson, Peter Conway, and Thomas Rauker. 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. 26 Our audit committee consists of Michael Wilson, a director, who serves as the chairperson and Thomas Rauker, a director, and Timothy Battles, a director, serve as the other committee members. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the Nasdaq corporate governance rules. Our Board of Directors has determined that Mr. Wilson, Mr. Rauker, and Mr. Timothy Battles are “audit committee financial experts” as defined by the SEC rules and has the requisite financial experience as defined by the Nasdaq Rules. Our Board of Directors has determined that two members, Mr. Wilson and Mr. Rauker, of our audit committee are independent under the Nasdaq Rules, including the additional independence requirements applicable to the members of the audit committee. Compensation Committee Under Wyoming law, the Board of Directors of any corporation may appoint a compensation committee. Our compensation committee is comprised of at least three directors, including two outside directors, who must constitute a majority of the members of the compensation committee. The roles of the compensation committee are, among others, as follows: ● Recommending to the Board of Directors with respect to the approval of the compensation policy for office holders and, once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years; ● Reviewing the implementation of the compensation policy and periodically recommending to the Board of Directors with respect to any amendments or updates of the compensation plan; ● Resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and ● Exempting, under certain circumstances, a transaction with our chief executive officer from the approval of the general meeting of our shareholders. Our compensation committee consists of four directors, Thomas Rauker who serves as the chairperson, and Peter Conway, Chauncey T. Jones and 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 committee. Nominating and Corporate Governance Committee The nominating and corporate governance committee, which is comprised of three directors, is responsible for reviewing proposed new members of the Board and establishing full criteria for board membership. The nominating and corporate governance committee is also responsible for evaluating the performance of the Board as a whole, as well as that of the individual members of the Board. Our 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. For the fiscal years ending December 31, 2023, and 2024, the Board of Directors: Reviewed and discussed the audited financial statements with management and reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor’s independence. Based upon the Board of Directors’ review and discussion of the matters above, the Board of Directors authorized inclusion of the audited financial statements for the year ended December 31, 2024, and 2023, to be included in this Form 10-K filed with the Securities and Exchange Commission. 27 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 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. We have entered into a consulting agreement with our CEO, Bannor Michael MacGregor, for a fee of Five Thousand dollars ($5,000) per month in 2022. For 2023, the CEO received $20,000/month for the months of September through December for a total of $80,000. For 2024, the CEO received $5,000/month for the months January through April of 2024. The CEO has agreed to forego compensation for the remainder of 2024. The agreement calls for the promotion of the quality of the Company’s products and services with attention to the maintenance of the standards and procedures of the Company. Additionally, the CEO is seeking to enhance and develop the Company’s relationships with the entertainment industry and technology developers. Name and principal position Year Salary ($) 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 2024 $ 20,000 (1) - - $ 250,000 - - - $ 60,000 Bannor Michael MacGregor 2023 $ 80,000 - - - - - - $ 80,000 1. On January 1, 2023, the $60,000 of accrued 2022 consulting fees payable to Mr. MacGregor were exchanged for options to purchase 480,000 shares of Common Stock at $0.125 per share. Except as disclosed above, no Directors were paid in excess of $100,000 in the year 2024. 28 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, 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. 29 AMERICAN PICTURE HOUSE CORPORATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information known to us regarding beneficial ownership of our capital shares as of April 7, 2025, for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial owner of more than five percent (5%) of our capital shares. Common Shares Name of All Officers, Directors, and Control Persons 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 (5) Ownership Percentage of Class Outstanding (5) Bannor Michael MacGregor (1) Chairman, CEO Durham, NC Common 24,567,586 21.86 % Donald J. Harris Secretary, Director Raleigh, NC Common 3,367,240 3.00 % Daniel Hirsch (2) Treasurer Teaneck, NJ Common 873,250 0.78 % Tom Rauker Director Littleton, MA Common 250,000 0.22 % Michael Blanchard Director Littleton, MA Common 4,287,238 3.81 % Michael Wilson Director Denville, NJ Common 450,000 0.40 % Dr. Chauncey Tallaferro Jones Director Magnolia, TX Common 1,250,000 1.11 % Peter Conway (3) Director Acton. MA Common 298,000 0.27 % Timothy Battles Director Groton, MA Common 4,680,000 4.16 % Damian Gill (4) Shareholder Melbourne, Australia Common 6,500,000 5.78 % All Officers, Directors and Control Persons (5) 46,523,314 41.39 % (1) 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. (2) 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. (3) Mr. Conway is also a principal of PC2 Consulting that owns 48,000 shares. (4) Upon information and belief, Mr. 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. Of Note: 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. (5) 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 8, 2024. Additionally, on January 11, 2023 the Company issued 662,983 options to Mr. Macgregor and 497,238 options to Mr. Blanchard. Options can be exercised at $0.0125 per share. Preferred Shares Name of Beneficial Owner Series A Preferred Shares Beneficially Owned (1) Percentage of Series A Preferred Shares (2) Bannor Michael MacGregor (1) 3,829 100.00 % Total 3,829 100.00 % (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 3,829. (3) The address for Bannor Michael MacGregor is Durham, NC. 30 AMERICAN PICTURE HOUSE CORPORATION ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Other than described below or the transactions described under the heading “Executive Compensation,” there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were a participant and in which any director, executive officer, holder of 5% or more of any class of our capital shares or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. Related Party Transactions in 2024 and 2023 The Company has agreed to indemnify Mr. MacGregor for all legal and professional costs originating from the lawsuit Randall S. Sprung v. Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc. – Supreme Court of New York, County of Kings, Index No.: 504677/2019. During 2024 and 2023, the Company incurred approximately $180,000 and $200,000, respectively, of professional fees to a legal firm affiliated with a member of the Board of Directors. At December 31, 2024 and 2023, the Company had $94,000 and $0, respectively, in accounts payable and accrued expenses owed to the legal firm. The Company has consulting services relationships with members of the Board whereby they were compensated a total of $45,000 and $185,000 in 2024 and 2023, respectively. As of December 31, 2024 and 2023, $0 and $20,000, respectively, were accrued and unpaid. The consulting services are provided as requested by management and may be terminated at any time with no penalty. On January 1, 2023, the $105,000 of 2022 accrued consulting fees were exchanged for options to purchase 1,160,221 shares of Common Stock at $0.0125 per share. During 2022, the Company entered into consulting agreements with Ribo Music LLC aka Ribo Media (“Ribo Media”) whereby the Company assisted Ribo Media in developing an online media platform to deliver music and eventually movies directly to consumers via their smart devices. Revenues from the Ribo Media consulting services totaled $0 and $35,000, for the years ended December 31, 2024 and 2023, respectively. Michael Blanchard, a director and shareholder of the Company and Timothy Battles, a director and shareholder of the Company, are both Managing Members and controlling shareholders in Ribo Media. In August 2022, the Company funded Devil’s Half-Acre Productions, LLC owned by John Luessenhop to produce the feature film Devil’s Half-Acre written and directed by Dashiell Luessenhop, a son of A. John Luessenhop, a director of the Company. During the years ended December 31, 2024 and 2023, the Company capitalized $5,710 and $40,199, respectively, of production costs associated with this film. In July 2023 APH obtained 100% ownership of Devil’s Half-Acre Productions, LLC and executed a new option agreement with the writer. In September 2023, APH paid a Five Thousand-Dollar (5,000) option fee to the writer. This option entitles APH to produce the film by July 2024, with the ability to extend the option for an additional two (2) years. 31 During 2022, the Company entered into definitive agreements to secure Bold Crayon Corporation (“Bold Crayon” or “BC”) as a development partner and purchased certain assets from Bold Crayon, including a portion of the rights to a feature film, and copyrights on six film titles. The Parties agree that APHP will designate BC as a “Content Partner”, wherein BC will develop content and present APHP with a first opportunity to co-finance and/or coproduce content developed by BC subject to a mutually agreed upon Content Partner Agreement and BC will accept such designation. The Company anticipates any rights and obligations between APH and BC to be effective upon the greenlighting of a specific film or show Mr. MacGregor, CEO and a director of the Company, Mr. MacGregor is also the CEO and a director of Bold Crayon and effectively controls Bold Crayon as a managing manager of the trustee of the trust that owns the majority ownership interest in Bold Crayon. Mr. Michael Blanchard was a past Director and Secretary/Treasurer of Bold Crayon and is a director of APHP. The transaction between the parties has been consummated and all IP and copyrights have been transferred. The assets acquired included: Bold Crayon’s (BC’s) ownership in the feature film “BUFFALOED” inclusive of: ● BC’s ownership rights in BUFFALOED as per the agreements between BC and Lost City Inc (“Lost City”), the Co-Finance/ Co-Production Agreement dated July 10th, 2018. ● A secured position of a one million three hundred eighty-thousand-dollar ($1,380,000 USD) receivable against the film’s revenues as per the film’s Cash Asset Management Agreement (“CAMA”). ● A thirty-five percent (35%) beneficial ownership interest as per the film’s CAMA. ● Title and all copyrights to “THIEF” (including five titles) (U.S. Copyright #: V9968D472 (2019)), BC will transfer such copyrights to APHP and APHP will file the necessary documents with the U.S. Library of Congress to effectuate such transfer. ● Title and copyright to “SPREAD THE WORD” (U.S. Copyright #: V9968D474 (2019)) BC will transfer such copyrights to APHP and APHP will file the necessary documents with the U.S. Library of Congress to effectuate such transfer. The terms of the above agreement to purchase the BC assets included the following consideration: ● APHP agreed to pay BC the first one hundred thirty thousand dollars ($130,000.00 USD) that APHP collected from the BUFFALOED receivable. ● APHP 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. 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. ● APHP designated Bold Crayon as an APHP content development partner (“Content Partner”). ● APHP will provide Co-producer agreements to Bold Crayon when applicable. On 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). Mr. Luessenhop was a director of the Company and owned 2.005% of the Company at the time of this transaction. On November 10, 2022 the Company entered into an additional agreement regarding THE DEVIL’S HALF-ACRE to extend additional financing in an undetermined amount to the film in exchange among other things for increased equity in the film. At the time, DEVIL’S HALF-ACRE was controlled by Mr. Luessenhop. On November 10, 2022 the Company granted Mr. Luessenhop, a director of the Company, the right to purchase 2,000,000 common shares in the Company for $0.0125 per share for an aggregate purchase price $25,000 to be paid to the Company in the form of two components: (i.) relief of an outstanding account payable of $12,417 due to Mr. Luessenhop from the Company and (ii.) cash of $12,583. 32 During 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. This note is not convertible. During the year ended December 31, 2023, the Company borrowed $178,500 from and repaid $178,500 to Mr. MacGregor pursuant to the same master loan agreement. During 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. During 2024, the Company borrowed $5,000 from a member of the Board of Directors. This note is not convertible. In November 2023, the Company entered into a Consulting Agreement with A. John Luessenhop a director of the Company, pursuant to which Mr. Luessenhop serves as President of the Company. During 2023, Mr. Luessenhop was paid $80,000 under this agreement. The Consulting Agreement expired on December 31, 2023. In November 2023, the Company entered into a Consulting Agreement with Michael Blanchard, a director of the Company, pursuant to which Mr. Blanchard agree to serve as an advisor to the Company to promote the quality of the Company’s products and services and to enhance and develop the Company’s relationships with the entertainment industry and technology developers. In return for these services, the Company paid Mr. Blanchard $40,625 for services rendered. The Consulting Agreement expired on December 31, 2023. In November 2023, the Company entered into a Consulting Agreement with Philip Quartararo, a director of the Company, pursuant to which Mr. Quartararo acted as an advisor to the Company to promote the quality of the Company’s products and services and to enhance and develop the Company’s relationships with the entertainment industry and technology developers. In return for these services, the Company paid Mr. Quartararo $10,000.00 for services rendered. Mr. Quartararo died on November 22, 2023, terminating the consulting agreement. 33 AMERICAN PICTURE HOUSE CORPORATION ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Policy on Approval of Audit and Non-Audit Services of Independent Auditors American Picture House Corporations’ Audit Committee is responsible for overseeing the work of its independent auditors. The Audit Committee’s policy is to approve all audit and non-audit services provided by , Loa Professionals CPA PC. These services may include audit services, audit-related services, tax services and other services, as further described below. Once services have been approved, Olayinka Oyebola & Co. and management then report to the Audit Committee on a periodic basis regarding the extent of services actually provided in accordance with the applicable approval, and regarding the fees for the services performed. Such fees for 2024 and 2023 were approved by the Audit Committee in accordance with these procedures. Principal Accountant Fees and Services American Picture House Corporation paid the following fees for professional services rendered by Olayinka Oyebola & Co CPA PC and BF Borgers CPA PC, for the years ended December 31, 2024 and BF Borgers CPA PC for year ended 2023: 2024 2023 (U.S. $) Audit fees 65,640 101,000 Audit-related fees Tax fees 3,500 7,000 All other fees Total $ 69,140 $ 108,000 The audit fees for the year ended December 31, 2024 were for professional services rendered for the integrated audit of American Picture House Corporations’ annual consolidated financial statements and its internal control over financial reporting as of December 31, 2024, 2023 review of consolidated quarterly financial statements, statutory audits of American Picture House Corporation and its subsidiaries, issuance of comfort letters, consents and assistance with review of documents filed with the SEC, as well as the audit of carve out financial statements prepared in connection with certain divestment activities. The audit fees for the year ended December 31, 2023 were for professional services rendered for the integrated audit of American Picture House Corporations’ annual consolidated financial statements and its internal control over financial reporting as of December 31, 2023, 2022 and 2021. The 2023 tax fees represent amounts billed for preparation of the 2022 and 2021 federal and state income tax returns. The Audit Committee believes that the provision of all non-audit services rendered is compatible with maintaining LAO Professionals independence. 34 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following financial statements are filed as part of this Annual Report on Form 10-K: page Report of Independent Registered Public Accounting Firm F-2 Consolidated Financial Statements: Balance sheets F-3 Statements of income F-4 Statements of comprehensive income (loss) Statements of changes in equity F-5 Statements of cash flows F-6 Notes to consolidated financial statements F-7 Financial Statement Schedule: Report of Independent Registered Public Accounting Firm Schedule II — Valuation and Qualifying Accounts 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 3.3 Devil’s Half-Acre Articles of Organization 3.4 Ask Christine Articles of Organization 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 10.6 Devil’s Half-Acre Agreement 10.6.1 Devil’s Half-Acre Addendum 10.7 Ask Christine Screenplay Options Purchase Agreement 10.8 Master Loan Agreement between APHP and Bannor MacGregor 10.9 PNP APHP Agreement 10.9.1 Addendum to PNP APHP Agreement 10.10 Yale Barron’s Cove Agreement 10.10.1 Barron’s Cove APHP Credit Designee Certification 10.11 Screenplay Option for Coyote Sleeps 10.12 Sanger Agreement 10.13 Master Loan Agreement between APHP and NMPFT 10.14 Turn Up The Sun - Net Proceeds Purchase Term Sheet 10.15 Luessenhop APH Agrrement 14.1 Code of Ethics 14.2 Code of Ethics For Executive Officers 19.1 Insider Trading Policy 21.1 List of Subsidiaries 31.1 Certifications 31.2 Treasurer Certification 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: April 14, 2025 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 April 14, 2025 Bannor Michael MacGregor By: /s/ Donald Harris Secretary/Director April 14, 2025 Donald Harris By: /s/ Michael Blanchard Director April 14, 2025 Michael Blanchard By: /s/ Tim Battles Director April 14, 2025 Tim Battles By: /s/ Chauncey Tallaferro Jones Director April 14, 2025 Chauncy Tallaferro Jones By: /s/Daniel Hirsch Treasurer April 14, 2025 Daniel Hirsch 37