CEO-dominated American Picture House (APHP) details 2025 loss and financing strain
American Picture House Corporation filed its annual report describing a film financing and production business focused on structured senior recoupment positions and building an owned IP library. The company reported a net loss of $534,440 for 2025 and an accumulated deficit of about $7.8 million, with disclosure that it may not be able to continue as a going concern without new capital. As of March 25, 2026, it had 113,599,325 common shares outstanding out of 1,000,000,000 authorized, plus 3,839 Series A preferred shares that each carry 1,000,000 votes and are convertible into 100,000 common shares. CEO Bannor Michael MacGregor beneficially controls about 97.66% of voting power, giving him effective control over all shareholder decisions. The report outlines participation in several films, including BARRON’S COVE, POSE, THIEVES HIGHWAY and PROTECTOR, and notes a structured revenue waterfall on BARRON’S COVE and a full write-off of a defaulted film loan to PNP Movie, LLC. Management highlights significant capital needs, reliance on consultants instead of employees, potential dilution from convertible and equity-linked financings, and extensive risk factors spanning liquidity, project performance, competition, technological change, and concentrated control.
Positive
- None.
Negative
- Going-concern and liquidity risk: The company has an accumulated deficit of about $7.8 million, reported 2025 and 2024 net losses, discloses negative working capital at December 31, 2025, and states it may not be able to continue as a going concern without new financing.
- Extreme voting concentration and dilution overhang: 3,839 Series A preferred shares with 1,000,000 votes and 100,000-share conversion each give the CEO about 97.66% voting control, while conversions and additional equity or convertible financings could substantially dilute common shareholders.
Insights
High risk profile: going-concern uncertainty, heavy dilution potential, and concentrated voting control.
American Picture House describes an early-stage film financing and production model with structured senior or priority recoupment positions and selective IP ownership. However, it reported a $534,440 net loss in 2025 and an accumulated deficit of about $7.8 million, and explicitly warns it may not be able to continue as a going concern without additional financing.
The capital structure is highly skewed: as of March 25, 2026 there were 113,599,325 common shares outstanding, but 3,839 Series A preferred shares each carry 1,000,000 votes and are convertible into 100,000 common shares. CEO Bannor Michael MacGregor beneficially controls roughly 97.66% of total voting power, allowing him to determine director elections and major transactions unilaterally.
The filing highlights meaningful financing risk: future funding is expected from borrowings and equity issuance, including convertible and equity-linked instruments such as a $150,000 convertible note completed on January 20, 2026. These structures are acknowledged as potentially highly dilutive and could pressure the share price. Additionally, the full write-off of a senior loan to PNP Movie, LLC underlines the credit risk embedded in project-level lending even when loans are senior or secured.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the fiscal year ended
For the transition period from January 1, 2025, to December 31, 2025
COMMISSION
FILE NO.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
7812
(Primary Standard Industrial Classification Code Number)
(IRS Employer Identification No.)
(Address and telephone number of registrant’s executive office)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| None | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of June 30, 2025, the
last business day of the registrant’s most recently completed second fiscal quarter, was approximately $
As
of March 25, 2026, the Registrant had
TABLE OF CONTENTS
| Page | |||
| PART I | |||
| Item 1 | Business | 2 | |
| Item 1A | Risk Factors | 6 | |
| Item 1B | Unresolved Staff Comments | 17 | |
| Item 1C | Cybersecurity | 17 | |
| Item 2 | Properties | 18 | |
| Item 3 | Legal Proceedings | 18 | |
| Item 4 | Mine Safety Disclosures | 18 | |
| PART II | |||
| Item 5 | Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 19 | |
| Item 6 | [Reserved] | 20 | |
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | |
| Item 7A | Quantitative and Qualitative Disclosures About Market Risk | 25 | |
| Item 8 | Financial Statements and Supplementary Data | F-1 | |
| Item 9 | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 26 | |
| Item 9A | Controls and Procedures | 26 | |
| Item 9B | Other Information | 26 | |
| Item 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 26 | |
| PART III | |||
| Item 10 | Directors, Executive Officers, and Corporate Governance | 27 | |
| Item 11 | Executive Compensation | 30 | |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 31 | |
| Item 13 | Certain Relationships and Related Transactions, and Director Independence | 33 | |
| Item 14 | Principal Accountant Fees and Services | 34 | |
| PART IV | |||
| Item 15 | Exhibits and Financial Statement Schedules | 35 | |
| Item 16 | Form 10-K Summary | 36 | |
| SIGNATURES | 37 |
| I |
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding our business strategy, planned and prospective film and limited series development, production and distribution activities, anticipated licensing and other revenue opportunities, capital resources, liquidity, ability to finance operations and projects, ability to consummate transactions and arrangements with third parties, anticipated operating results, and other statements that are not historical facts. Words such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “could,” “would,” “should,” “target,” “seek,” “potential,” “likely,” and similar expressions are intended to identify forward-looking statements.
Forward-looking statements are based on our current expectations, estimates and assumptions and are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Important factors that may cause actual results to differ materially include, among others: our ability to obtain and maintain adequate liquidity and access to capital; our ability to execute our business plan and develop and monetize film and limited series projects; the timing, availability and terms of financing arrangements, including any equity or debt financings; our ability to enter into, maintain and perform under distribution, licensing, talent, production and other third-party agreements; the performance of our content and the demand for filmed entertainment; production and completion risks, including scheduling, budget, personnel and supply-chain risks; risks relating to intellectual property and contractual rights; risks relating to litigation, claims or arbitration proceedings; and other risks and uncertainties described under Item 1A. Risk Factors and elsewhere in this Annual Report on Form 10-K.
You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this report, whether as a result of new information, future events, changed assumptions, or otherwise.
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PART I
ITEM 1. BUSINESS
Unless otherwise indicated (or the context otherwise requires), references in this Annual Report on Form 10-K to the “Company,” “we,” “us,” “our,” “APH”, and “APHP” refer to American Picture House Corporation, a Wyoming corporation. References to “revenues” are to net revenues. References to “U.S. dollars,” “dollars,” and “$” are to the lawful currency of the United States of America.
Corporate History
American Picture House Corporation was incorporated in Nevada on September 21, 2005 under the name Servinational, Inc. The Company subsequently changed its name to Shikisai International, Inc. in November 2005 and then to Life Design Station, Intl., Inc. in August 2007. The Company changed its state of domicile from Nevada to Wyoming on October 13, 2020. On December 4, 2020, the Company changed its name to American Picture House Corporation.
The Board of Directors approved a 50:1 reverse stock split that became effective in the marketplace on October 11, 2021.
Following the reverse stock split, on September 13, 2021, the Company adopted an amendment to the Company’s Articles of Incorporation to reduce the number of authorized shares from 4,700,000,000 shares of Common Stock at $0.0001 par value to 1,000,000,000 shares of Common Stock at $0.0001 par value.
On October 16, 2024 the shareholders approved our Second Amended and Restated Articles of Incorporation, which amends Article VI, paragraph A. (1) of our current Amended and Restated Articles of Incorporation to grant authorization to our Board of Directors to determine, without shareholder approval, the designations, preferences, limitations, restrictions, and relative rights of any additional classes of Preferred Stock, and variations in the relative rights and preferences as between different series. The Company has filed the Second Amended and Restated Articles of Incorporation with the State of Wyoming in April 2025.
As of March 25, 2026, the Company has 1,001,000,000 shares authorized, including 1,000,000,000 common shares and 1,000,000 preferred shares.
Common Shares - As of March 25, 2026, APHP has 1,000,000,000 common shares authorized of which 113,599,325 shares issued and outstanding. As of March 25, 2026, the total number of shareholders of record was 336. All common shares are entitled to participate in any distributions or dividends that may be declared by the Board of Directors, subject to any preferential dividend rights of outstanding shares of preferred shares.
Preferred Shares - As of March 25, 2026, the Company had 1,000,000 preferred shares authorized, of which 100,000 preferred shares have been designated as Series A Convertible Preferred Stock (“Series A preferred shares” herein). At present, 3,839 Series A preferred shares are issued and outstanding. The Series A preferred shares do not have any rights to dividends; voting - each share of Series A preferred shares carries a superior voting right to the Company’s common shares, each Series A preferred share shall be counted as 1,000,000 votes in any Company vote. Each Series A preferred share is convertible at a ratio of 1 to 100,000 so that each one share of Series A preferred shares may be exchanged for 100,000 common shares. Series A preferred shares hold a first position lien against all of the Company’s assets including but not limited to the Company’s IP (“Intellectual Property”). The Preferred shares do not have any specific redemption rights or sinking fund provisions.
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Voting Control - Bannor Michael MacGregor, our Chief Executive Officer and Chairperson of the Board of Directors, beneficially owns 21,231,503 shares of the Company’s common stock, consisting of 21,136,048 shares held indirectly through The Noah Morgan Private Family Trust (the “NMPF Trust”) and 95,455 shares held directly by Mr. MacGregor, representing approximately 18.69% of the Company’s outstanding common stock. Mr. MacGregor also directly and indirectly beneficially owns all 3,839 issued and outstanding shares of the Company’s Series A Preferred Stock, consisting of 3,819 shares held directly by Mr. MacGregor and 20 shares held indirectly through Bold Crayon Corporation (“Bold Crayon”). Each share of Series A Preferred Stock is entitled to 1,000,000 votes on all matters submitted to a vote of stockholders. Accordingly, Mr. MacGregor beneficially controls an aggregate of 3,860,231,503 votes, representing approximately 97.66% of the total voting power of the Company’s outstanding voting securities.
Business Overview
American Picture House Corporation (“APHP”), also known as American Picture House Pictures, is an entertainment company focused on the development, packaging, financing and production of feature films and limited series. During 2025, APHP pivoted away from third-party consulting to concentrate on internally developed projects and selective strategic partnerships. We seek to operate as a publicly traded independent film co-financier and co-producer that applies disciplined underwriting and structured deal terms to a segment of the independent film market that has historically exhibited uneven budgeting practices, misaligned incentives among stakeholders, and limited transparency into project-level economics.
Two complementary business approaches
We generally pursue two complementary approaches to participating in projects:
(1) Structured film finance and senior/priority recoupment positions. We may provide or arrange project financing through structures intended to prioritize return of capital, including senior secured production lending, first-priority recoupment positions, and other receivable- or lien-based structures. Under applicable agreements and, where applicable, security filings (including UCC-1 filings), these positions may entitle APHP to receive priority distributions from specified project receipts after customary sales fees, distribution expenses, participations, residuals and other senior deductions. While these structures are intended to reduce exposure relative to subordinated equity participation, they do not eliminate risk.
(2) Owned or controlled library and intellectual property. We also seek to build an owned or controlled library over time by acquiring or optioning intellectual properties and, where appropriate, obtaining negative ownership or other rights in projects. We may target situations where meaningful development investment has already occurred or where prior stakeholders are seeking liquidity or strategic repositioning. These strategies may involve additional capital requirements, longer time horizons, and greater sensitivity to distribution and marketing outcomes.
Portfolio and participation in projects
As of March 25, 2026 and during 2025, APHP has participated in the following feature film projects:
| ● | BARRON’S COVE (director: Evan Ari Kelman; lead: Garrett Hedlund) |
| ● | POSE (director: Jamie Adams; lead: James McAvoy) |
| ● | THIEVES HIGHWAY (director: Jesse V. Johnson; lead: Aaron Eckhart) |
| ● | PROTECTOR (director: Adrian Grünberg; lead: Milla Jovovich) |
| ● | MOTION (director: Tim McCann; lead: Tiffany Haddish) |
Our participation varies by title and may include project financing and related recoupment or loan positions, “In Association With” and producer credits (in each case, only to the extent provided under applicable agreements), production company and co-production roles, and other strategic arrangements.
Release and status
BARRON’S COVE, POSE and THIEVES HIGHWAY were released in 2025. PROTECTOR was released in U.S. theaters on March 6, 2026. MOTION is in post-production; APHP served as a production company co-financing and co-production company on the film, and the Company is currently targeting a release during the second quarter of 2026, although timing is subject to change.
Selected highlights during 2025 and early 2026
| ● | BARRON’S COVE (released June 6, 2025). APHP participated through a senior recoupment/loan position and, pursuant to Amendment No. 1 dated December 29, 2025, is entitled to receive Net Revenues subject to a defined inter-party waterfall (including a first-priority $1,150,000 amount, followed by an 85%/15% split to SSS and APHP, respectively, until SSS recoupment, and thereafter 100% to APHP). APHP received an “In Association With” credit pursuant to applicable agreements; Mr. MacGregor received a producer credit pursuant to applicable agreements. | |
| ● | POSE (released December 5, 2025). APHP received an “In Association With” credit pursuant to applicable agreements; Mr. MacGregor received a producer credit pursuant to applicable agreements. | |
| ● | THIEVES HIGHWAY (released December 16, 2025). APHP received an “In Association With” credit pursuant to applicable agreements; Mr. MacGregor received a producer credit pursuant to applicable agreements. | |
| ● | PROTECTOR (released March 6, 2026). APHP is entitled to an “In Association With” credit pursuant to applicable agreements. | |
| ● | MOTION (in post-production; targeted for a second quarter 2026 release). APHP served as a production company and is entitled to a production company credit pursuant to applicable agreements; Mr. MacGregor is entitled to a producer credit pursuant to applicable agreements. |
We may also evaluate additional opportunities to invest in or finance other projects, including documentary and IP-adjacent opportunities identified by management and partners from time to time.
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Strategic focus and operating plan
We primarily focus on mid-budget productions where a substantial portion of a project’s financing plan may be supported through project-level structures and contracted or expected sources of repayment, such as intellectual property rights, pre-sales and other licensing arrangements, distribution advances, production incentives and tax credits, grants, and, where available, completion guarantees. We seek to assemble production packages that combine bankable creative elements (including script/IP, producers, directors and cast) with cost-efficient production plans, including the selection of incentive-eligible jurisdictions and disciplined budgeting.
We also prioritize building public-company governance, reporting, and financial controls that support repeatable underwriting and integrated portfolio reporting. We view reliable financial reporting and auditable deal documentation as operational capabilities that can facilitate capital access and strategic transactions, although there can be no assurance that these efforts will be successful or that we will achieve any particular financing, liquidity, or uplisting objectives.
From an operational standpoint, management’s current plan is organized around three overlapping phases:
Phase 1 (through approximately Q2 2026): Execute and refine. Execute smaller, economically rational transactions intended to generate project participation and to refine underwriting, documentation, and portfolio monitoring processes.
Phase 2 (concurrent): Consolidate and integrate. Consolidate existing film investments and special purpose structures, where applicable, into integrated internal reporting and external disclosure frameworks designed to support public-company reporting requirements.
Phase 3 (beginning in 2026): Scale selectively. Subject to capital availability and market conditions, expand the financing activity and build the owned/controlled library through selective acquisitions, options, and co-production arrangements.
These phases reflect management’s current expectations and are subject to change based on market conditions, capital availability, project performance, and other factors.
Capital resources and approach to financing
We seek to manage our capital structure with a focus on flexibility and dilution awareness. We may finance operations and investments through a combination of cash flows, equity issuances, and other financing arrangements. In assessing financing alternatives, we seek to avoid structures that could create significant refinancing risk, disproportionate effective cost of capital, or destabilizing dilution; however, we may nonetheless enter into financings on terms that are less favorable than desired depending on our liquidity needs and capital market conditions.
In certain instances, we may use equity-based compensation or equity issuances in connection with services or project participation. Any such issuances may be dilutive to existing shareholders, and the terms of these arrangements may affect our stockholders’ interests. See Item 7. Management’s Discussion and Analysis and Item 12. Security Ownership (as applicable), and our financial statements and related notes for additional information.
Future financings may include convertible instruments and equity-linked features that could be dilutive to existing stockholders and may impose restrictive covenants or other burdens on the Company.
Strategy across the filmmaking lifecycle
To describe APHP’s business model, the filmmaking process can be viewed in five primary stages: (1) development; (2) pre-production; (3) production; (4) post-production; and (5) distribution. APHP seeks to participate meaningfully across these stages, with particular emphasis on development, packaging and financing, and, where appropriate, production company or co-production roles, with the goal of positioning projects for both creative execution and commercial outcomes. Our role in any stage is determined by project needs, risk allocation, and the economic terms available to us.
Intellectual property and value creation
Intellectual property and other proprietary rights are important to our business and may provide a competitive advantage. We use reasonable efforts to protect our proprietary information, trade secrets and contractual rights; however, we cannot assure that our employees, consultants, contractors or advisors will not, unintentionally or otherwise, disclose proprietary information to competitors or other third parties.
Strategy to build value from intellectual property. APHP’s strategy includes acquiring or optioning intellectual properties, such as book rights, screenplays and scripts, that have undergone meaningful development investment. In certain cases, such properties may have been advanced by original creators or teams that later paused or discontinued development for budgetary, timing or strategic reasons. By targeting projects at this stage, APHP seeks to acquire entertainment assets at a reduced upfront cost and deploy resources toward advancing the project through the development and packaging process. Where applicable, we may provide original creators or prior stakeholders with contractual participation in future revenues.
Value creation initiatives. After acquiring or optioning a property, APHP seeks to increase its value through a structured development and packaging process, which may include: engaging professional writers to develop and refine material; attaching producers, directors and talent; evaluating and pursuing domestic and international distribution opportunities, including pre-sales where appropriate; identifying financing and banking relationships; retaining experienced legal counsel and other advisors; selecting locations that may provide production incentives; preparing budgets and financing plans; securing completion bonds where appropriate; and developing production and marketing materials to support financing and distribution discussions.
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Intellectual Properties
In addition, courts outside the United States are sometimes less willing to protect trade secrets. We periodically review third-party proprietary rights, including copyright and trademark registrations and applications, in an effort to avoid infringement of third-party rights and to protect our own, identify licensing or partnership opportunities and monitor intellectual property claims of others. Any infringement of our proprietary rights could result in significant litigation costs, and any failure to adequately protect our rights could result in competitors offering similar content or services, potentially resulting in loss of competitive advantage.
Existing copyright, trademark and trade secret laws afford only limited protection, and the laws of some foreign jurisdictions do not protect proprietary rights to the same extent as in the United States. Litigation may be necessary in the future to protect our trade secrets or determine the validity and scope of proprietary rights of others, which could result in substantial costs and diversion of resources and could materially adversely affect our future operating results.
Owned screenplays. As of December 31, 2025, we owned 100% of certain screenplay properties and maintained related copyrights with the U.S. Copyright Office, including:
| ● | THIEF (Karl Gajdusek); | |
| ● | ACE IN THE HOLE (Richard D’Ovidio) | |
| ● | Additional THIEF-related titles; and | |
| ● | SPREAD THE WORD (Michael Andrews). |
Selected participation interests in completed or distributed titles. From time to time, we may hold contractual participation interests and/or rights associated with completed or distributed titles. For example, we hold an ownership interest in certain intellectual property associated with the motion picture BUFFALOED, a title for which Mr. MacGregor received a producer credit, and we hold a contractual participation interest in certain receipts collected through a third-party collection account management arrangement administered by Fintage Collection Account Management B.V., pursuant to applicable project documentation.
POSE (formerly TURN UP THE SUN!). Pursuant to applicable project documentation, APHP holds a contractual right to acquire a 24% beneficial ownership interest in the project currently titled POSE. APHP received an “In Association With” credit on the project, and Bannor Michael MacGregor is entitled to a producer credit, in each case pursuant to the applicable agreements.
While we consider our intellectual properties and related contractual rights to be assets, we do not believe that our competitive position is dependent primarily on any single entertainment property. We nevertheless face intellectual property-related risks. For more information, see Item 1A. Risk Factors.
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Film Production Loans
BARRON’S COVE. In February 2024, we provided a $200,000 senior mezzanine loan to Barron’s Cove Movie, LLC. In addition, on August 1, 2025, we acquired from SSS Entertainment, LLC a first-priority recoupment/loan position and related secured rights with respect to BARRON’S COVE, including through applicable agreements and UCC filings.
BARRON’S COVE. December 29, 2025 amendment to revenue allocation. On December 29, 2025, the Company entered into Amendment No. 1 to its August 1, 2025 agreement with SSS Entertainment, LLC (“SSS”) relating to BARRON’S COVE and POSE. The amendment establishes an inter-party revenue collection and allocation waterfall under which the Company is entitled to receive one hundred percent (100%) of Net Revenues until the Company has received an aggregate $1,150,000 (the “APHP Priority Amount”), after which Net Revenues are allocated 85% to SSS and 15% to the Company until SSS has received the SSS Recoupment Amount, and thereafter one hundred percent (100%) of subsequent Net Revenues are retained by the Company. The amendment also contains reporting, inspection, and quarterly disbursement timing provisions. These summaries are qualified in their entirety by the applicable agreements and related documentation.
PNP Movie, LLC. In connection with a separate project-level lending arrangement, the Company’s senior loan to PNP Movie, LLC entered into in 2024 went into default and, during 2025, the Company recorded a full write-off of the loan receivable. See Note 4 – Film Production Loans for additional information.
These summaries are qualified in their entirety by the applicable agreements and related documentation.
Competition
Our business operates in highly competitive markets. We compete not only with other film and media companies, but also with other forms of entertainment and discretionary spending, including travel, sporting events, outdoor recreation and other cultural activities. Competition occurs across multiple dimensions, including access to attractive intellectual property and underlying rights, the availability and cost of talent and experienced producers and directors, access to project financing and other capital, distribution and sales relationships, and the timing, marketing and performance of competing content released into the marketplace.
Depending on the project and the nature of our participation, which may include development, packaging, production, co-production, and structured project finance, we may compete with major studios and global streaming platforms, large and small independent studios, independent production and financing companies, independent distributors and sales agents, and specialty entertainment financing providers. Many of these competitors have substantially greater financial, technical, marketing and distribution resources, longer operating histories, and more established relationships with talent and distribution partners than we do.
In the independent film segment specifically, we compete for acquisition and co-financing opportunities with a range of privately held and publicly traded production, distribution and financing companies, as well as with specialty lenders that provide project-level debt and mezzanine financing to independent producers. We believe that our competitive position is differentiated by our disciplined underwriting standards, our focus on senior or priority capital positions with defined waterfall structures, our public-company governance framework, and our strategy of building an owned and controlled content library. However, there can be no assurance that these factors will prove sufficient to compete effectively against better-capitalized or more established participants.
Employees and Human Capital Resources
As of December 31, 2025, the Company had no employees. We utilize the services of consultants and other independent contractors in connection with corporate operations and, where applicable, project development, packaging and financing activities. The Company is managed by its officers, who report to the Board of Directors. Bannor Michael MacGregor serves as the Company’s Chief Executive Officer and President, Michael Blanchard serves as Secretary, and Daniel Hirsch serves as Treasurer. As of December 31, 2025 (and through the date of this report), Mr. MacGregor, Mr. Blanchard, and Mr. Hirsch are under consulting agreements.
Smaller Reporting Company
The Company is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years. As long as we maintain our status as a “smaller reporting company”, these exemptions will continue to be available to us.
Our Offices
The Company maintains three virtual offices in New York, NY, Raleigh, NC, and Los Angeles, CA.
Available Information
Our periodic and current reports, and amendments to those reports, are available free of charge through the SEC’s EDGAR system at www.sec.gov.
Item 1A. Risk Factors
An investment in our common shares involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this Annual Report on Form 10-K before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we may currently deem immaterial, may become important factors that harm our business, results of operations and financial condition. If any of the following risks actually occur, our business, results of operations and financial condition could suffer. In that case, the trading price of our common shares could decline, and you may lose all or part of your investment.
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Risks Related to Our Company
We face substantial capital requirements and financial risks.
We may not be able to continue as a going concern.
Our ability to continue operations depends on our ability to generate sufficient cash flows and/or obtain additional financing. We have incurred losses and may continue to incur losses, and we may be unable to raise additional capital when needed or on acceptable terms. If we are unable to obtain additional financing or otherwise improve liquidity, we may be required to reduce, delay or discontinue aspects of our business plan, including development, packaging, financing and production activities.
A lack of liquidity could also result in defaults under contractual obligations, disputes with counterparties, and an inability to maintain or protect rights in intellectual property and project-related positions. Any of these outcomes could materially and adversely affect our business, results of operations and financial condition, and could result in a cessation of operations.
We have had losses, and we cannot assure future profitability.
We have reported operating losses for fiscal years 2025 and 2024. Our accumulated deficit was approximately $7.8 million at December 31, 2025. We cannot assure you we will continue to operate profitably, and if we cannot, we may not be able to meet our debt service, working capital requirements, capital expenditure plans, anticipated production slate or other cash needs. Our inability to meet those needs could have a material adverse effect on our business, results of operations and financial conditions. As of December 31, 2025, the Company had negative operating capital.
We face substantial capital requirements and financial risks.
Our business requires a substantial investment of capital. The production, acquisition and distribution of motion pictures require a significant amount of capital. A significant amount of time may elapse between our expenditure of funds and the receipt of commercial revenues from or government contributions to our motion pictures. This time lapse requires us to fund a significant portion of our capital requirements from our revolving credit facility and from other sources. Although we intend to continue to reduce the risks of our production exposure through financial contributions from broadcasters, distributors, tax shelters, government and industry programs and studios, we cannot assure you that we will continue to implement successfully these arrangements or that we will not be subject to substantial financial risks relating to the production, acquisition, completion and release of future motion pictures and limited series programs. If we increase (through internal growth or acquisition) our production slate or our production budgets, we may be required to increase overhead, make larger up-front payments to talent and consequently bear greater financial risks. Any of the foregoing could have a material adverse effect on our business, results of operations or financial condition.
Budget overruns may adversely affect our business. Our business model requires that we be efficient in production of our motion pictures. Actual motion picture and limited series production costs often exceed their budget, sometimes significantly. The production, completion and distribution of motion pictures and limited series productions are subject to a number of uncertainties, including delays and increased expenditures due to creative differences among key cast members and other key creative personnel or other disruptions or events beyond our control. Risks such as death or disability of star performers, technical complications with special effects or other aspects of production, shortages of necessary equipment, damage to film negatives, master tapes and recordings or adverse weather conditions may cause cost overruns and delay or frustrate completion of a production. If a motion picture or limited series production incurs substantial budget overruns, we may have to seek additional financing from outside sources to complete production. We cannot make assurances regarding the availability of such financing on terms acceptable to us, and the lack of such financing could have a material adverse effect on our business, results of operations and financial condition.
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In addition, if a motion picture production incurs substantial budget overruns, we cannot assure you that we will recoup these costs, which could have a material adverse effect on our business, results of operations or financial condition. Increased costs incurred with respect to a particular film may result in any such film not being ready for release at the intended time and the postponement to a potentially less favorable time, all of which could cause a decline in box office performance, and thus the overall financial success of such film. Budget overruns could also prevent a picture from being completed or released. Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition.
Production, distribution and marketing costs may rise faster than growth in theatrical revenues and other monetization opportunities, increasing our dependence on revenues from streaming, digital distribution, ad-supported platforms, television, international markets, limited series and other ancillary or emerging distribution channels. If we are unable to secure or successfully exploit these revenue streams on commercially reasonable terms, our business, results of operations and financial condition could be materially adversely affected.
Convertible or equity-linked financings could cause substantial dilution and downward pressure on our stock price.
We have issued, and may in the future issue, convertible or equity-linked instruments, including instruments with variable conversion features and share reservation mechanics. Conversions, settlements, or other issuances under these instruments could result in substantial dilution to existing stockholders. In addition, the potential for significant future issuances may create downward pressure on the trading price of our common stock, increase volatility, and make it more difficult for us to raise capital on favorable terms, or at all.
These instruments may also include beneficial ownership limitations, price lookback provisions, and other terms that can affect the timing and amount of shares issued.
Our revenues and results of operations may fluctuate significantly.
Revenues and results of operations are difficult to predict and depend on a variety of factors. Our revenues and results of operations depend significantly upon the commercial success of the motion pictures that we distribute, which cannot be predicted with certainty. Accordingly, our revenues and results of operations may fluctuate significantly from period to period, and the results of any one period may not be indicative of the results for any future periods. We cannot assure you that we will manage the production, acquisition and distribution of future motion pictures profitably.
Our revenues and results of operations are vulnerable to currency fluctuations. We report our revenues and results of operations in U.S. dollars, but a significant portion of our revenues is earned outside of the United States. currencies on revenues and operating margins, and fluctuations could have a material adverse effect on our business, results of operations or financial condition.
From time to time we may experience currency exposure on distribution and production revenues and expenses from foreign countries, which could have a material adverse effect on our business, results of operations and financial condition.
Accounting practices used in our industry may accentuate fluctuations in operating results. In addition to the cyclical nature of the entertainment industry, our accounting practices (which are standard for the industry) may accentuate fluctuations in our operating results.
Our project-level lending, recoupment positions and other financing arrangements may not result in repayment or priority returns.
From time to time, we participate in projects through lending arrangements, receivable- or lien-based structures, and recoupment positions that are intended to prioritize return of capital. However, repayment and priority returns depend on numerous factors that are outside our control, including the completion and commercial performance of the applicable project, the accuracy and timeliness of accounting and reporting by third parties, and the willingness and ability of counterparties to perform under applicable agreements.
Our ability to realize value from these positions may be limited by contractual waterfalls and customary senior deductions, including sales fees, distribution expenses, participations, guild obligations, residuals and other charges that may reduce or delay net receipts available for repayment or recoupment. In addition, security interests and “priority” rights are only as effective as the underlying documentation and applicable law; disputes regarding chain-of-title, competing claims, intercreditor arrangements, perfection, priority, or enforceability could reduce or eliminate recoveries and may require costly and time-consuming enforcement efforts.
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In addition, certain project rights and enforcement expectations may be affected by third-party bankruptcy proceedings involving prior stakeholders, which could adversely affect the enforceability, priority, timing, or availability of collections for particular titles.
Any failure to collect amounts due, delays in collections, or increased enforcement and dispute costs could materially and adversely affect our business, results of operations and financial condition.
If we were deemed an “investment company” under the Investment Company Act of 1940, we could be subject to significant additional regulatory requirements.
We engage in a mix of development, packaging, production-related activities and, from time to time, project-level financing arrangements. If our activities were characterized in a manner that caused us to be deemed an investment company under the Investment Company Act of 1940, we could become subject to substantial additional regulation, including restrictions on operations, capital structure, transactions with affiliates and reporting requirements.
Compliance with these requirements could impose significant costs, could restrict our ability to execute our business plan, and could require changes to our operations or asset composition. Any such outcome could materially and adversely affect our business, results of operations and financial condition.
We rely on third parties for the collection, reporting and remittance of project receipts, which may be delayed, disputed or incomplete.
In many cases, project revenues (and therefore amounts available for repayment, recoupment or participation) are collected, administered, reported and remitted by third parties, such as distributors, sales agents, collection account managers and other intermediaries. These third parties may apply reserves, set-offs, chargebacks or expense allocations, may be subject to their own operational constraints or insolvency risks, and may not provide information at the level of detail or frequency we expect.
We may have limited practical ability to verify reported receipts in real time or to promptly enforce audit and reporting rights, particularly where counterparties are located outside the United States or where project documentation includes dispute resolution procedures that can be costly or slow. Delays, disputes, withheld remittances, or incomplete reporting could materially reduce or defer amounts otherwise available to us.
Our financing and production plans may depend on production incentives and tax credits, which may be unavailable, reduced, delayed, audited or recaptured.
We may evaluate or structure projects based on the availability of production incentives, rebates, grants or tax credits offered by governmental authorities. These programs may be modified, reduced, suspended or eliminated, and eligibility often depends on strict compliance with program requirements, including timing, budget, documentation and local spending thresholds.
Even where incentives are expected, payments may be delayed due to administrative backlogs or disputes, and incentives may be subject to audit or recapture. If incentives are not realized at the expected amounts or on the expected timeline, projected project economics may be adversely affected, and our ability to recover invested amounts or achieve anticipated returns could be materially impaired.
If projects are not completed and delivered on time and in accordance with delivery requirements, revenues and recoupment may be delayed or not realized.
The timing and amount of revenues and other receipts associated with film and limited series projects may depend on timely completion, delivery and acceptance under distribution, licensing and other agreements. Projects can be delayed or disrupted by numerous factors, including scheduling issues, availability of talent and crew, post-production complexity, unexpected costs, disputes, force majeure events, and changes in distribution or marketing plans.
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If a project is not delivered on time, does not meet technical or contractual delivery requirements, or is not accepted by the applicable counterparty, associated receipts may be delayed, reduced, or not received, which could adversely affect our liquidity and our ability to recover invested amounts.
Failure to manage future growth may adversely affect our business.
We may not be able to obtain additional funding to meet our requirements. Our ability to grow through acquisitions, business combinations and joint ventures, to maintain and expand our development, production and distribution of motion pictures and to fund our operating expenses depends upon our ability to obtain funds through equity financing, debt financing (including credit facilities) or the sale or syndication of some or all of our interests in certain projects or other assets. If we do not have access to such financing arrangements, and if other funding does not become available on terms acceptable to us, there could be a material adverse effect on our business, results of operations or financial condition.
We are subject to risks associated with acquisitions and joint ventures. We have made or entered into, and will continue to pursue, various acquisitions, business combinations and joint ventures intended to complement or expand our business. Given that discussions or activities relating to possible acquisitions range from private negotiations to participation in open bid processes, the timing of any such acquisition is uncertain. Although from time to time we actively engage in discussions and activities with respect to possible acquisitions and investments, we have no present agreements or understandings to enter into any such material transaction. Any indebtedness incurred or assumed in any such transaction may or may not increase our leverage relative to our earnings before interest, provisions for income taxes, amortization, minority interests, gain on dilution of investment in subsidiary and discounted operation, or EBIDTA, or relative to our equity capitalization, and any equity issued may or may not be at prices dilutive to our then existing shareholders. We may encounter difficulties in integrating acquired assets with our operations. Furthermore, we may not realize the benefits we anticipated when we entered into these transactions. In addition, the negotiation of potential acquisitions, business combinations or joint ventures as well as the integration of an acquired business could require us to incur significant costs and cause diversion of management’s time and resources. Future acquisitions by us could also result in:
| ● | Impairment of goodwill and other intangibles; | |
| ● | Development write-offs; and | |
| ● | Other Acquisition-related expenses. |
Any of the foregoing could have a material adverse effect on our business, results of operations or financial condition.
Our ability to exploit our filmed content library may be limited.
A significant portion of our filmed content library revenues comes from a small number of titles. We depend on a limited number of titles for the majority of the revenues generated by our filmed and limited series content library. In addition, many of the titles in our library are not presently distributed and generate substantially no revenue. If we cannot acquire new product and rights to popular titles through production, distribution agreements, acquisitions, mergers, joint ventures or other strategic alliances, it could have a material adverse effect on our business, results of operations or financial condition.
We are limited in our ability to exploit a portion of our filmed content library. Our rights to the titles in our filmed content library vary; in some cases we have only the right to distribute titles in certain media and territories for a limited term. We cannot assure you that we will be able to renew expiring rights on acceptable terms, and any such failure could have a material adverse effect on business, results of operations or financial condition.
Our success depends on external factors in the motion picture industry.
Our success depends on the commercial success of motion pictures which is unpredictable. Operating in the motion picture and limited series industry involves a substantial degree of risk.
Each motion picture is an individual artistic work, and unpredictable audience reactions primarily determine commercial success. Generally, the popularity of our motion pictures or programs depends on many factors, including the critical acclaim they receive, the format of their initial release, for example, theatrical or direct-to-video, the actors and other key talent, their genre and their specific subject matter. The commercial success of our motion pictures also depends upon the quality and acceptance of motion pictures that our competitors release into the marketplace at or near the same time, critical reviews, the availability of alternative forms of entertainment and leisure activities, general economic conditions and other tangible and intangible factors, many of which we do not control and all of which may change. We cannot predict the future effects of these factors with certainty, any of which factors could have a material adverse effect on our business, results of operations and financial condition.
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In addition, because a motion picture’s performance in ancillary markets, such as streaming, digital distribution, television licensing and international distribution, is often directly related to its box office performance, and because a limited series program’s performance is often directly related to ratings, audience engagement and platform demand, poor box office results, poor ratings or weak audience engagement may negatively affect future revenue streams. Our success depends on the experience and judgment of our management in selecting and developing new investment and production opportunities. We cannot assure you that our motion pictures will obtain favorable reviews, perform well at the box office or across ancillary markets, or that broadcasters, streaming platforms or other distributors will license rights to distribute any of our limited series programs in development or renew licenses for programs in our library. If we fail to achieve any of the foregoing, our business, results of operations and financial condition could be materially adversely affected.
Licensed distributors’ failure to promote our programs may adversely affect our business. Licensed distributors’ decisions regarding the timing of release and promotional support of our motion pictures and related products are important in determining the success of these pictures and products. As with most companies engaging in licensed distribution, we do not control the timing and manner in which our licensed distributors distribute our motion pictures. Any decision by those distributors not to distribute or promote one of our motion pictures or related products or to promote competitors’ motion pictures, programs or related products to a greater extent than they promote ours could have a material adverse effect on our business, results of operations or financial condition.
We could be adversely affected by strikes or other union job actions. The motion picture and limited series programs produced by us generally employ actors, writers and directors who are members of the Screen Actors Guild, Writers Guild of America and Directors Guild of America, respectively, pursuant to industry-wide collective bargaining agreements.
We face substantial competition in all aspects of our business.
We are smaller and less diversified than many of our competitors. Although we are an independent distributor and producer, we constantly compete with major U.S. and international studios. Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations, including limited series networks and cable channels, that can provide both means of distributing their products and stable sources of earnings that may allow them better to offset fluctuations in the financial performance of their motion picture and limited series operations. In addition, the major studios have more resources with which to compete for ideas, storylines and scripts created by third parties as well as for actors, directors and other personnel required for production. The resources of the major studios may also give them an advantage in acquiring other businesses or assets, including film libraries, that we might also be interested in acquiring. The foregoing could have a material adverse effect on our business, results of operations and financial condition.
The motion picture industry is highly competitive and at times may create an oversupply of motion pictures in the market. The number of motion pictures released by our competitors, particularly the major U.S. studios, may create an oversupply of product in the market, reduce our share of box office receipts and make it more difficult for our films to succeed commercially. Oversupply may become most pronounced during peak release times, such as school holidays and national holidays, when theatre attendance is expected to be highest. For this reason, and because of our more limited production and advertising budgets, we typically do not release our films during peak release times, which may also reduce our potential revenues for a particular release. Moreover, we cannot guarantee that we can release all of our films when they are otherwise scheduled. In addition to production or other delays that might cause us to alter our release schedule, a change in the schedule of a major studio may force us to alter the release date of a film because we cannot always compete with a major studio’s larger promotion campaign. Any such change could adversely impact a film’s financial performance. In addition, if we cannot change our schedule after such a change by a major studio because we are too close to the release date, the major studio’s release and its typically larger promotion budget may adversely impact the financial performance of our film. The foregoing could have a material adverse effect on our business, results of operations and financial condition.
Technological advances may reduce our ability to exploit our motion pictures. Technological changes and evolving consumer viewing habits may reduce our ability to exploit our motion pictures and other content.
The entertainment industry continues to undergo significant technological and commercial change. Consumer viewing has shifted toward subscription streaming, ad-supported streaming, FAST channels, mobile and connected-TV viewing, and other digital platforms, while release windows, licensing practices, advertising models and platform economics continue to evolve. These developments may reduce the value of certain distribution channels, make audience discovery more difficult, and adversely affect the revenues we are able to generate from our titles.
In addition, larger studios, streamers, distributors and media companies generally have greater financial, marketing, data, technology and distribution resources than we do, which may limit our ability to obtain favorable distribution arrangements, platform placement, marketing support or licensing terms. We also may face uncertainty regarding whether we possess all rights necessary to exploit certain titles across new and emerging technologies, platforms and business models.
If we are unable to adapt to technological change, changing consumer preferences and evolving distribution models, or if we are unable to secure, enforce or exploit the rights necessary to monetize our content across those channels, our business, results of operations and financial condition could be materially adversely affected.
The loss of key personnel could adversely affect our business.
Our success depends to a significant degree upon the efforts, contributions and abilities of our senior management. We cannot assure you that the services of our key personnel will continue to be available to us or that we will be able to successfully renegotiate such employment or consulting agreements. The loss of services of any key employees or consultants could have a material adverse effect on our business, results of operations or financial condition.
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We face risks from doing business internationally.
We distribute motion picture outside the United States through third party licensees and derive revenues from these sources. As a result, our business is subject to certain risks inherent in international business, many of which are beyond our control. These risks include:
| ● | Changes in local regulatory requirements, including restrictions on content; | |
| ● | Changes in the laws and policies affecting trade, investment and taxes (including laws and policies relating to the repatriation of funds and to withholding taxes); | |
| ● | Differing degrees of protection for intellectual property; | |
| ● | Instability of foreign economies and governments; | |
| ● | Cultural barriers; | |
| ● | Wars and acts of terrorism; and | |
| ● | The spread of diseases such as COVID or SARS. |
Any of these factors could have a material adverse effect on our business, results of operations or financial condition.
Protecting and defending against intellectual property claims, including those against copyright infringement, may have a material adverse effect on our business.
Our ability to compete depends, in part, upon successful protection of our intellectual property. We do not have the financial resources to protect our rights to the same extent as major studios. We attempt to protect proprietary and intellectual property rights to our productions through available copyright and trademark laws and licensing and distribution arrangements with reputable international companies in specific territories and media for limited durations. Despite these precautions, existing copyright and trademark laws afford only limited practical protection in certain countries. We also distribute our products in other countries in which there is no copyright and trademark protection. As a result, it may be possible for unauthorized third parties to copy and distribute our productions or certain portions or applications of our intended productions, which could have a material adverse effect on our business, results of operations or financial condition.
Litigation may also be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and the diversion of resources and could have a material adverse effect on our business, results of operations or financial condition. We cannot assure you that infringement or invalidity claims will not materially adversely affect our business, results of operations or financial condition. Regardless of the validity or the success of the assertion of these claims, we could incur significant costs and diversion of resources in enforcing our intellectual property rights or in defending against such claims, which could have a material adverse effect on our business, results of operations or financial condition.
We may become involved in disputes regarding contractual credit rights, which could harm our reputation and business relationships.
In connection with certain projects, we may have contractual rights to specified credits and/or may support arrangements under which our officers or other participants receive credit. Credit determinations are often subject to customary industry practices, approvals by multiple parties, guild considerations, and contractual interpretation. Disputes may arise regarding whether credits are provided in the manner contemplated by applicable agreements.
Credit-related disputes can be costly, can divert management time, and may negatively affect our relationships with producers, financiers, distributors and other counterparties. Any reputational harm could reduce future deal flow or impair our ability to participate in projects on favorable terms.
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Piracy of motion pictures, including digital and internet piracy, may reduce the gross receipts from the exploitation of our films.
Motion picture piracy is extensive in many parts of the world, including South America, Asia, the countries of the former Soviet Union and other former Eastern bloc countries. Additionally, as motion pictures begin to be digitally distributed using emerging technologies such as the internet and online services, piracy could become more prevalent, including in the U.S., because digital formats are easier to copy. As a result, users can download and distribute unauthorized copies of copyrighted motion pictures over the internet. In addition, there could be increased use of devices capable of making unauthorized copies of motion pictures. As long as pirated content is available to download digitally, many consumers may choose to download such pirated motion pictures rather than pay for motion pictures. Piracy of our films may adversely impact the gross receipts received from the exploitation of these films, which could have a material adverse effect on our business, results of operations or financial condition.
We face other risks in obtaining production financing from private and other international sources. For some productions, we finance a portion of our production budgets from incentive programs as well as international sources in the case of our international treaty co-productions. The foregoing could have a material adverse effect on our business, results of operations or financial condition.
Risks Related to the Company’s Common Shares
An active, liquid and orderly market for the Company’s Common Shares may not develop, and you may not be able to resell your Common Shares at or above the purchase price.
APHP’s common shares are quoted on the OTC:QB. An active trading market for the Company’s Common Shares has not developed and may never develop or be sustained. The lack of an active market may impair an investor’s ability to sell its shares at the time it wishes to sell them or at a price that it considers reasonable. An inactive market may also impair the Company’s ability to raise capital by selling shares and may impair the Company’s ability to acquire other businesses or technologies using the Company’s shares as consideration, which, in turn, could materially adversely affect the Company’s business.
Our common shareholders face the risk of substantial potential dilution of their equity and voting rights from holders of our Series A preferred shares.
Our common shareholders face the risk of substantial dilution of their voting rights and reduced influence over corporate matters as a result of the Company’s Series A preferred shares and the concentration of voting control in our Chief Executive Officer and Chairperson of the Board of Directors, Bannor Michael MacGregor. As of March 25, 2026, the Company had 113,599,325 shares of common stock outstanding and 3,839 shares of Series A preferred stock outstanding. Each share of Series A preferred stock is entitled to 1,000,000 votes and is convertible into 100,000 shares of common stock. Mr. MacGregor beneficially owns 21,231,503 shares of common stock and 100% of the Company’s issued and outstanding Series A preferred stock. As a result, Mr. MacGregor controls a substantial majority of the Company’s voting power and has the ability to control the election of directors and the outcome of substantially all matters submitted to a vote of shareholders, including the approval of significant corporate transactions. This concentration of voting control may delay, deter or prevent a change in control, merger, consolidation, tender offer or other business combination that other shareholders may believe is in their best interests. In addition, because the Series A preferred shares are convertible into common stock, the exercise or conversion of such securities could substantially dilute the equity and voting interests of holders of our common stock. Further, because Mr. MacGregor may retain voting control through ownership of the Series A preferred shares even if he reduces his economic ownership of the Company’s common stock, the interests of Mr. MacGregor may not always align with the interests of other shareholders.
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The trading price of the shares of the Company’s Common Shares could be highly volatile, and purchasers of the Company’s Common Shares could incur substantial losses.
The Company’s shares price is likely to be volatile. The shares market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their Common Shares at or above their purchase price. The market price for the Company’s Common Shares may be influenced by those factors discussed in this “Risk Factors” section and many others, including:
| ● | The success or failure of the Company’s efforts to acquire, license or develop additional products; | |
| ● | Innovations or new products developed by the Company or its competitors; | |
| ● | Announcements by the Company or its competitors of significant acquisitions, strategic partnerships, joint ventures or capital, commitments: | |
| ● | Manufacturing, supply or distribution delays or shortages; | |
| ● | Any changes to the Company’s relationship with any manufacturers, suppliers, licensors, future collaborators or other strategic partners; | |
| ● | Achievement of expected product sales and profitability; | |
| ● | Variations in the Company’s financial results or those of companies that are perceived to be similar to the Company; | |
| ● | Trading volume of the Company’s Common Shares; | |
| ● | An inability to obtain additional funding; | |
| ● | Sales of the Company’s shares by insiders and shareholders; | |
| ● | General economic, industry and market conditions other events or factors, many of which are beyond the Company’s control; | |
| ● | Additions or departures of key personnel; and | |
| ● | Intellectual property, product liability or other litigation against the Company. |
APHP does not currently intend to pay dividends on its Common Shares, and, consequently, investors’ ability to achieve a return on their investment will depend on appreciation, if any, in the price of the Company’s Common Shares.
American Picture House has never declared or paid any cash dividend on its Common Shares. APHP currently anticipates that it will retain future earnings for the development, operation and expansion of the Company’s business and does not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to shareholders will therefore be limited to the appreciation of their shares. There is no guarantee that the Company’s Common Shares will appreciate in value or even maintain the price at which shareholders have purchased their shares.
Sales of a substantial number of shares of the Company’s Common Shares by the Company’s shareholders in the public market could cause the Company’s shares price to fall.
Sales of a substantial number of the Company’s Common Shares in the public market or the perception that these sales might occur could significantly reduce the market price of the Company’s Common Shares and impair the Company’s ability to raise adequate capital through the sale of additional equity securities.
If the Company fails to maintain proper and effective internal control over financial reporting, the Company’s ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in the Company’s financial reporting and the trading price of the Company’s Common Shares may decline.
Pursuant to Section 404 of Sarbanes-Oxley, the Company’s management is required to report upon the effectiveness of the Company’s internal control over financial reporting. Additionally, if the Company reaches an accelerated filer threshold, the Company’s independent registered public accounting firm will be required to attest to the effectiveness of the Company’s internal control over financial reporting. The rules governing the standards that must be met for management to assess the Company’s internal control over financial reporting are complex and require significant documentation, testing and possible remediation. To comply with the requirements of being a reporting company under the Exchange Act, the Company will need to upgrade its information technology systems; implement additional financial and management controls, reporting systems and procedures; and hire additional accounting and finance staff. If the Company or, if required, its auditors are unable to conclude that the Company’s internal control over financial reporting is effective, investors may lose confidence in the Company’s financial reporting and the trading price of the Company’s Common Shares may decline.
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The Company cannot assure its investors that there will not be material weaknesses or significant deficiencies in the Company’s internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit the Company’s ability that its internal control over financial reporting is effective, or if the Company’s independent registered public accounting firm determines the Company has a material weakness or significant deficiency in the Company’s internal control over financial reporting once that firm begin its Section 404 reviews, investors may lose confidence in the accuracy and completeness of the Company’s financial reports, the market price of the Company’s Common Shares could decline, and the Company could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in the Company’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict the Company’s future access to the capital markets to accurately report its financial condition, results of operations or cash flows. The Company intends to hire additional personnel to improve internal controls.
Our Chief Executive Officer and Chairperson of the Board of Directors holds a significant percentage of our outstanding voting securities, which could reduce the ability of minority shareholders to effect certain corporate actions.
Our Chief Executive Officer and Chairperson of the Board of Directors, Bannor Michael MacGregor, is the beneficial owner of 21,231,503 shares of common stock, which controls 18.69% of the outstanding common voting shares. Mr. MacGregor is the beneficial owner of 100% of the Company’s 3,839 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 3,860,231,503 shares of common stock and thus 97.66% control of any item brought before shareholders requiring a vote. As a result of this ownership, Mr. MacGregor possesses and can continue to possess significant influence and can elect and can continue to elect a majority of our Board of Directors and authorize or prevent proposed significant corporate transactions. Mr. MacGregor’s ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.
There exists the potential risk and conflict of interest presented by the ability of Mr. MacGregor to retain majority control of the Company’s voting power while reducing, potentially significantly, his economic interest in the Company’s shares. Although Mr. MacGregor may be able to sell his entire economic interest in the Company’s common stock, Mr. MacGregor would retain control over the company by maintaining his Series A preferred shares.
Risks Related to our Management and Control Persons
Our largest shareholder, officer, and director, Bannor Michael MacGregor, holds substantial control over the Company and is able to influence all corporate matters, which could be deemed by shareholders as not always being in their best interests.
Bannor Michael MacGregor, Chairperson and CEO, holds substantial control over the Company. As a result, Mr. MacGregor, could have significant influence over most matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions, even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial. Mr. MacGregor controls 18.69% of the Company’s common shares. Additionally, Mr. MacGregor controls 3,839 Series A Preferred Shares that have voting rights equivalent to 3,839,000,000 common shares.
We are dependent on the continued services of our Chairperson and CEO, and if we fail to keep them or fail to attract and retain qualified senior executives and key technical personnel, our business may not be able to expand.
We are dependent on the continued services of Chairperson/CEO, Bannor Michael MacGregor and the availability of new executives to implement our business plans. The market for skilled employees is highly competitive, especially for employees in our industry. Although we expect that our planned compensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retain all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.
Our lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.
In the future we may be subject to litigation, including potential class action and shareholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. While we do have D&O insurance it may not be sufficient in the case of litigation.
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Our Officers and Key Personnel may voluntarily terminate their relationship with us at any time, and competition for qualified personnel is lengthy, costly, and disruptive.
If we lose the services of our officers and key personnel and fail to replace them if they depart, we could experience a negative effect on our financial results and share price. The loss and our failure to attract, integrate, motivate, and retain additional key employees could have a material adverse effect on our business, operating and financial results and share price.
Conflicts/Related Party. Our controlling stockholder and officers may enter into related-party arrangements, including with respect to advances, repayment priorities, or assignments of Company obligations, and these arrangements may create conflicts of interest and may not be negotiated on terms that are as favorable as could be obtained from unaffiliated third parties
Risks Relating to Our Company and Industry
The success of our business depends on our ability to maintain and enhance our reputation and brand.
We believe that our reputation in our industry is of significant importance to the success of our business. A well-recognized brand is critical to increasing our customer base and, in turn, increasing our revenue. Since the industry is highly competitive, our ability to remain competitive depends to a large extent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive. To maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as cost-effective marketing campaigns to increase brand recognition and awareness in a highly competitive market. We cannot assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations could be adversely affected.
In the event that we are unable to successfully compete in our industry, we may not see lower profit margins.
We face substantial competition in our industry. Due to our smaller size, it can be assumed that some of our competitors have greater financial and other competitive resources. We will attempt to compete against these competitors by developing film content that exceed what is offered by our competitors. However, we cannot assure you that our intellectual properties will outperform competing films. Increased competition could result in:
| ● | Lower than projected revenues; | |
| ● | Lower profit margins |
Any one of these results could adversely affect our business, financial condition, and results of operations. In addition, our competitors may develop competing products that achieve greater market acceptance. It is also possible that new competitors may emerge and acquire significant market share. Our inability to achieve sales and revenue due to competition will have an adverse effect on our business, financial condition, and results of operations.
We have no employees and rely on consultants and third parties, which may limit our ability to execute our strategy and maintain effective controls.
We currently rely on consultants, independent contractors and other third parties for corporate operations and, where applicable, project development, packaging and financing activities. This reliance may limit our ability to scale operations, retain institutional knowledge, and implement and maintain consistent processes, including financial reporting and disclosure controls.
If we are unable to attract, retain and effectively manage qualified consultants and other service providers, or if key relationships are disrupted, we may experience delays in execution, increased costs, operational inefficiencies, and increased risk of control deficiencies. Any of these outcomes could materially and adversely affect our business, results of operations and financial condition.
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We may fail to successfully integrate acquisitions or otherwise be unable to benefit from pursuing acquisitions.
We believe there are meaningful opportunities to grow through acquisitions and joint ventures across all service categories and we expect to continue a strategy of selectively identifying and acquiring intellectual properties. We may be unable to identify, negotiate, and complete suitable acquisition opportunities on reasonable terms. There can be no assurance that any business acquired by us will be successfully integrated with our operations or prove to be profitable to us. We may incur future liabilities related to acquisitions. Should any of the following problems, or others, occur as a result of our acquisition strategy, the impact could be material:
| ● | Difficulties integrating personnel from acquired entities and other corporate cultures into our business; difficulties integrating information systems; | |
| ● | The potential loss of key employees of acquired companies; | |
| ● | The assumption of liabilities and exposure to undisclosed or unknown liabilities of acquired companies; or the diversion of management attention from existing operations. |
The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers, and employees.
Our Articles of Incorporation contain provisions that mitigate the liability of our directors for monetary damages to our Company and shareholders. Our Bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers, and employees. The foregoing indemnification obligations could result in our Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers, and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our Company from bringing a lawsuit against directors, officers, and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers, and employees even though such actions, if successful, might otherwise benefit our Company and shareholders.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY
We
recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats. These risks include,
among other things: operational risks, unauthorized access to systems or information, intellectual property theft, fraud and extortion.
As we are a developing company, we currently do not have any employees and we operate with a limited internal information technology
footprint. Accordingly, our cybersecurity risk management efforts currently focus primarily on safeguarding access to key business systems
and information, managing third-party and vendor-related cybersecurity risks, and maintaining policies and procedures that we expect
to formalize and expand as our operations grow. In anticipation of growth, we are formulating a cybersecurity program built on operations
and compliance foundations. Operations focus on detection, prevention, measurement, analysis, and response to cybersecurity alerts and
incidents and on emerging threats. Compliance establishes oversight of our cybersecurity program by creating risk-based controls designed
to protect the
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Our corporate cybersecurity program is being designed with the assistance of our IT consultant, who is responsible for supporting our information security strategy, policy development, and incident preparedness, including cybersecurity threat detection and response planning. Our consultant has information technology and program management experience. Our IT consultant reports to our Chief Executive Officer.
Our cybersecurity risk management program is intended to:
| ● | Help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; | |
| ● | ||
| ● | Utilize
| |
| ● | Create cybersecurity awareness training of our future employees, incident response personnel, and senior management; | |
| ● | Formulate a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents. |
ITEM 2. PROPERTIES
The Company maintains virtual offices in New York, New York, Raleigh, North Carolina, and Los Angeles, California. We believe our office arrangements are adequate for our current operations.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in pending arbitration proceedings arising out of certain consulting agreements. During 2025, demands for arbitration were submitted to JAMS in Jonathan Sanger v. American Picture House Corporation (JAMS Case No. 5220010741) and Michael Jones v. American Picture House Corporation (JAMS Case No. 5220010727). JAMS has advised the Company that the Jones matter has been consolidated with the Sanger-caption matter under Case No. 5220010741. The Company disputes the claims asserted and reserves all rights, objections and defenses, including with respect to commencement, service and arbitrability. Based on information currently available, management cannot conclude that a loss is probable and cannot reasonably estimate a possible loss or range of loss, if any, at this time.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our common shares are qualified for quotation on the OTC Markets - OTC:QB under the symbol “APHP”. On March 25, 2026, the highest trade was for $0.3400 and the low was $0.0105. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.
| Quarterly period | High | Low | ||||||
| Fiscal year ended December 31, 2025: | $ | 0.3400 | $ | 0.0105 | ||||
| First Quarter | $ | 0.3400 | $ | 0.2150 | ||||
| Second Quarter | $ | 0.3079 | $ | 0.1211 | ||||
| Third Quarter | $ | 0.2499 | $ | 0.1000 | ||||
| Fourth Quarter | $ | 0.2620 | $ | 0.0150 | ||||
| Fiscal year ended December 31, 2024: | $ | 0.3500 | $ | 0.1450 | ||||
| First Quarter | $ | 0.3300 | $ | 0.2201 | ||||
| Second Quarter | $ | 0.3500 | $ | 0.1500 | ||||
| Third Quarter | $ | 0.3500 | $ | 0.1450 | ||||
| Fourth Quarter | $ | 0.3400 | $ | 0.2010 | ||||
Holders
As of March 25, 2026, we had 336 shareholders of record of common shares per our transfer agent’s shareholder list with others in street name.
Dividends
The Company has not declared any cash dividends since inception and does not anticipate paying any cash dividends in the foreseeable future. The payment of cash dividends is within the discretion of the Board of Directors and will depend on the Company’s earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Company’s ability to pay cash, or other, dividends on its Common Shares other than those generally imposed by applicable state law. It is the present intention of management to utilize all available funds for the growth of the Company’s business.
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Equity Compensation Plan Information
On December 13, 2023, the Board of Directors approved the American Picture House Corporation 2023 Directors, Employees and Advisors Stock Incentive and Compensation Plan (the “Plan”). The Plan is administered by the Board of Directors and provides for grants of options to purchase shares of the Company’s authorized but unissued common stock, which options may be either incentive stock options or nonqualified stock options. As originally adopted, the maximum number of shares of common stock that could be issued pursuant to awards granted under the Plan was 10,000,000 shares. In November 2024, the Company’s stockholders approved an increase in the number of shares issuable under the Plan, subject to an overall limitation equal to twenty percent (20%) of the Company’s issued and outstanding common shares at the time of grant. If any outstanding options expire, terminate, or are forfeited for any reason, the shares subject to such options that are not exercised may again become available for grant under the Plan.
During 2024, the Company granted an aggregate of 10,653,438 stock options under the Plan, consisting of (i) 5,083,471 options granted on February 8, 2024, of which 500,000 were later forfeited, and (ii) 5,569,967 options granted on November 21, 2024 following stockholder approval of the increase in the number of shares issuable under the Plan. During 2025, the Company did not grant any additional options, and an aggregate of 6,319,967 stock options were forfeited. As of December 31, 2025, 3,833,471 options remained outstanding with an exercise price of $0.0125 per share. Subsequent to year end, on January 15, 2026, the Company granted an additional 500,000 stock options under the Plan.
Common and Preferred Shares
Our authorized capital shares consist of 1,000,000,000 common shares and 1,000,000 preferred shares, par value $0.0001 per share, of which 100,000 preferred shares have been designated as Series A Convertible Preferred Stock (“Series A preferred shares” herein). As of March 25, 2026, there were 113,599,325 common shares issued and outstanding and 3,839 Series A preferred shares issued and outstanding, of which 100,000 preferred shares have been designated as Series A Convertible Preferred Stock (“Series A preferred shares” herein).
Issuer Purchases of Equity Securities. During the quarter ended December 31, 2025, the Company did not repurchase any shares of its common stock or other equity securities.
Unregistered Securities Sales Disclosure
Recent Sales of Unregistered Securities. During the fiscal year ended December 31, 2025, the Company did not sell any equity securities that were not registered under the Securities Act of 1933, as amended.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of financial condition and results of operations
The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Form 10-K.
General
American Picture House Corporation (“APHP”) is an entertainment company focused on the development, packaging, financing and production of feature films and limited series. During 2025, we pivoted away from third-party consulting to concentrate on internally developed projects and selective strategic partnerships. We generally pursue two complementary approaches to participating in projects: (i) structured film finance and senior or priority recoupment positions, including senior secured production lending and first-priority receipt or recoupment structures designed to prioritize return of capital; and (ii) building an owned or controlled content library over time by acquiring or optioning intellectual properties and, where appropriate, obtaining negative ownership or other control rights in projects. These structures and strategies are intended to reduce exposure relative to subordinated equity participation but do not eliminate risk, and our financial results will depend on project performance, distribution outcomes, and the timing and amount of receipts.
We seek to apply disciplined underwriting and structured deal terms to the independent film market, including through defined revenue waterfalls and priority receipt positions where available. Our portfolio includes projects in various stages of release and post-production, and our ability to generate revenues sufficient to achieve profitability depends on the successful commercial exploitation of our projects, including the timing and amount of receipts under applicable distribution and revenue-sharing arrangements. From time to time, we may issue equity or equity-linked instruments in connection with financings or as compensation for services, which may be dilutive to existing stockholders.
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Our ability to generate any revenue sufficient to achieve profitability will depend on the successful development, production, and distribution of motion pictures. We reported net losses of $534,440 and $2.3 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of approximately $7.8 million. We expect to continue to incur significant expenses and may continue to incur operating losses until we generate sufficient revenues to support our operations. We expect that our expenses and capital expenditures will increase substantially in connection with our ongoing activities including, but not limited to the following:
| ● | Development and production of current and future film properties; | |
| ● | Potential acquisition of additional intellectual property rights and/or acquisition of intellectual property and production companies in the entertainment industry; | |
| ● | Add development and production personnel to support our film production activities; and | |
| ● | Add operational, legal, compliance, financial, investor relations, and management information systems personnel to support our development and production and operations as a new public company. |
Liquidity and Capital Resources
Over the next twelve months management plans to use borrowings and the sale of Common Stock to mitigate the effects of cash flow deficits; however, no assurance can be given that debt or equity financing, if and when required, will be available on commercially reasonable terms.
In addition, certain financings may include convertible or equity-linked features (including variable conversion pricing and share reservation mechanics) that could result in significant dilution to existing stockholders and downward pressure on our stock price.
Subsequent to year end, on January 20, 2026, the Company completed a convertible note financing with Labrys Fund II, L.P. for a cash purchase price of $150,000, of which $114,000 was disbursed to the Company (net of placement agent fees, legal fees, and a repayment to the investor).
Recent Developments (2025 and early 2026)
SSS Entertainment Agreement / POSE option extension and BARRON’S COVE acquisition. On August 1, 2025, the Company entered into an agreement with SSS Entertainment, LLC to extend to December 31, 2025 its option to acquire a 24% ownership interest in POSE for $725,000 and to acquire all rights, title and interest in the feature film BARRON’S COVE and related secured assets. As consideration, the Company issued 500,000 shares of its common stock, allocated equally between the option extension and asset acquisition. The agreement also set forth an inter-party revenue collection and allocation structure for BARRON’S COVE and included a potential revenue-to-equity conversion feature, in each case subject to the terms of the agreement. As described below, the parties amended the revenue collection and allocation structure on December 29, 2025.
SSS Entertainment amendment (Dec. 29, 2025). On December 29, 2025, the Company entered into Amendment No. 1 to its August 1, 2025 agreement with SSS Entertainment, LLC, which (i) extended the Company’s option relating to POSE through March 31, 2026, and (ii) revised the inter-party revenue collection and allocation structure for BARRON’S COVE by providing the Company a first-priority right to receive Net Revenues until the Company has received $1,150,000, followed by an 85%/15% Net Revenue split to SSS and the Company, respectively, until SSS has received the agreed recoupment amount, with all subsequent Net Revenues retained by the Company. The amendment also acknowledges uncertainties associated with the bankruptcy proceedings involving Yale Entertainment LLC and the potential impact on enforcement, priority, and timing of collections.
SSS Entertainment multi-film arrangement / Board approval (Jan. 27 / Mar. 12, 2026). Effective as of January 27, 2026, the Company and SSS Entertainment, LLC entered into a Multi-Film Investment and Compensation Agreement that revised the parties’ commercial arrangement with respect to POSE, contemplated Company funding relating to MOTION, and contemplated a potential additional investment in an untitled SSS-produced motion picture, in each case subject to the terms of the agreement and applicable approvals. Under that agreement, the parties converted the prior POSE option-based payment structure into a fixed payment structure consisting of a $175,000 partial payment and a $575,000 remaining payable due on or before January 31, 2027; contemplated a $500,000 funding amount relating to MOTION in exchange for an assigned economic interest; and contemplated a $200,000 investment in an untitled SSS-produced picture, subject to mutually agreed definitive documentation. The agreement also contemplated certain equity-based consideration and incentive arrangements, including credit-based share incentives and an option grant under the Company’s equity incentive plan, each subject to applicable approvals and the terms of the agreement. On March 12, 2026, the Board of Directors approved the Company’s entry into the Multi-Film Investment and Compensation Agreement and ratified Amendment No. 1 effective December 29, 2025. See Note 13 - Subsequent Events.
Leadership updates. On August 30, 2025, Jonathan Sanger resigned as President. On September 16, 2025, Donald J. Harris resigned from the Board of Directors.
Equity Line of Credit. On September 12, 2025, we entered into an Equity Line of Credit (“ELOC”) with RH2 Equity Partners, L.P., and a related Registration Rights Agreement. Under the ELOC, we may, at our election and subject to specified conditions, sell newly issued shares of our common stock to the investor over a 24-month period in an amount up to the lesser of $100 million or the “Maximum Common Stock Issuance” (as defined in the ELOC). As of December 31, 2025, we had not sold any shares under the ELOC and had not received proceeds.
Labrys Fund II promissory note. On September 22, 2025, the Company issued an unsecured promissory note to Labrys Fund II, L.P. with an original principal amount of $115,000 and a twelve-month maturity. The note includes customary covenants and events of default and provides for amortization beginning March 23, 2026, subject to the note’s terms. Subsequent to year end, the Company completed an additional financing with Labrys Fund II, L.P. on January 20, 2026; see Note 13 - Subsequent Events. A related Current Report on Form 8-K had not been filed as of the date of this Annual Report and is being filed separately.
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Components of Our Results of Operations
Revenue
The Company’s revenue comes from contracts with customers for consulting services and from the licensing and distribution of film and other entertainment rights. The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the party are identified, the contract has economic substance, and collectability of the contract is considered probable.
Cost of Revenues
Cost of revenues includes only those costs directly related to the services being rendered. A majority of the consulting services were performed by management and members of the Board of Directors with no separate compensation due or payable to these individuals.
Operating Expenses
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and personnel-related costs, including stock-based compensation, for our executives and other administrative functions. General and administrative expenses include legal fees, accounting, auditing, consulting, and tax services; insurance costs; investor relations and transfer agent fees; travel expenses; and facility costs.
We anticipate that our general and administrative expenses will increase in the future as we increase our headcount to support our continued research activities and development of our projects. We also anticipate that we will incur increased accounting, audit, legal, regulatory, compliance, director and officer insurance, and investor and public relations expenses associated with operating as a public company.
Other Income (Expense)
Interest Income. Interest income consists of interest earned on our cash balances.
Interest Expense. Interest expenses consist of interest on the Company’s Economic Injury Disaster Loan (“EIDL”); credit cards, and related party debt.
Income Taxes
Since our inception, we have not recorded any income tax benefits for the net losses we have incurred or for the research and development tax credits earned in each year and interim period, as we believe, based upon the weight of available evidence, that it is more likely than not that all of our net operating loss carry forwards and tax credit carryforwards will not be realized.
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Results of Operations
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
The following table summarizes our results of operations for the years ended December 31, 2025 and 2024:
| Years Ended December 31, | ||||||||||||
| 2025 | 2024 | Change $ | ||||||||||
| Revenues | $ | 853,017 | $ | 52,677 | $ | 800,340 | ||||||
| Cost of revenues | - | - | - | |||||||||
| 853,017 | 52,677 | 800,340 | ||||||||||
| Operating Expenses: | ||||||||||||
| General and administrative | 1,403,010 | 2,252,130 | (849,120 | ) | ||||||||
| Research and development | - | 703 | (703 | ) | ||||||||
| Sales and marketing | 10,576 | 25,947 | (15,371 | ) | ||||||||
| Total Operating Expenses | 1,413,586 | 2,278,780 | (865,194 | ) | ||||||||
| Net Operating Loss | (560,569 | ) | (2,226,103 | ) | 1,665,534 | |||||||
| Other Income (Expenses): | ||||||||||||
| Interest income | 97,027 | 1,974 | 95,053 | |||||||||
| Interest expense | (70,898 | ) | (46,129 | ) | (24,769 | ) | ||||||
| Net Other Income (Expenses) | 26,129 | (44,155 | ) | 70,284 | ||||||||
| Loss before income taxes | (534,440 | ) | (2,270,258 | ) | 1,735,818 | |||||||
| Income taxes | - | - | - | |||||||||
| Net loss | $ | (534,440 | ) | $ | (2,270,258 | ) | $ | 1,735,818 | ||||
The year-over-year change in results also reflects the Company’s 2025 full write-off of its PNP Movie, LLC loan receivable as an impairment loss.
Revenues
During 2025, the Company’s revenues were derived from amounts collected on receivables related to loans and other project-level financing provided in connection with the production of the feature film BARRON’S COVE. See Note 2, “Accounts receivable,” for discussion of the year-end $1,150,000 BARRON’S COVE-related priority receivable arising from the Company’s contractual revenue collection rights under Amendment No. 1 dated December 29, 2025. During the year ended December 31, 2024, the Company reported revenues of approximately $53,000 from the licensed film BUFFALOED.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2025, were approximately $1,403,000 compared to approximately $2,252,000 for the year ended December 31, 2024, a decrease of approximately $849,000. The decrease was primarily attributable to the Company recording approximately $379,000 of stock option expense in 2025 as compared to $1,258,000 in 2024. We expect to see general and administrative expenses to increase as we grow our operations in future periods.
Other Income (Expense)
Interest Income. Interest income for the years ended December 31, 2025 and 2024 was approximately $97,000 and $2,000, respectively. The 2025 period is primarily due to interest earned on the loan agreement with Barron’s Cove Movie, LLC.
Interest Expense. Interest expense for the years ended December 31, 2025 and 2024 was approximately $71,000 and $46,000, respectively.
Liquidity and Capital Resources
As indicated in the accompanying financial statements, we had an accumulated deficit of approximately $7.8 million, incurred a net loss of approximately $534,000 and cash outflow from operations of approximately $406,000 as of and for the year ended December 31, 2025. Further, we expect to continue to incur significant costs in the pursuit of our business plans. We cannot assure you that our plans to raise capital or to complete our film development and production activities and commercially release our products will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
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In addition, on December 31, 2025, the Company’s Chief Executive Officer delivered a letter confirming a cash salary waiver (effective January 1, 2025 through March 31, 2026) and a temporary standstill on transfers or conversions of his preferred shares during the same period.
Since inception, we have incurred operating losses and expect to continue to incur expenses as we pursue our business plan, including development, packaging, financing, production, distribution, and commercialization of our film and content portfolio, and as we operate as a public reporting company. To date, we have funded operations primarily through equity issuances and debt financings (including related party borrowings). Our ability to improve operating results depends on the successful commercial exploitation of our projects, including the timing and amount of receipts under applicable distribution and revenue-sharing arrangements, and there can be no assurance that additional capital will be available on acceptable terms, or at all. As of December 31, 2025, we had cash and cash equivalents of $124.
Operating Activities
During the year ended December 31, 2025, operating activities used approximately $405,000 of cash, primarily resulting from our net loss of approximately $534,000, partially offset by non-cash.
During the year ended December 31, 2024, operating activities used approximately $805,000 of cash, primarily resulting from our net loss of approximately $2.3 million, partially offset by non-cash charges of approximately $1.4 million.
Investing Activities
During the years ended December 31, 2025 and 2024, net cash used by financing activities was approximately $0 and $22,000, respectively comprised of investment in intangible assets.
Financing Activities
During the year ended December 31, 2025, net cash provided by financing activities was approximately $406,000, consisting primarily of $115,000 of proceeds from issuance of note payable, $381,822 of proceeds from debt borrowings - related parties, $(92,234) of repayments of debt borrowings - related parties, and $1,050 of proceeds from a commercial line of credit.
During the year ended December 31, 2024, net cash provided by financing activities was approximately $623,000, consisting primarily of $387,931 of proceeds from debt borrowings - related parties, $(30,310) of repayments of debt borrowings - related parties, $142,600 of proceeds from a commercial line of credit, $(45,745) of repayments on the commercial line of credit, and $169,000 of proceeds from the sale of common stock.
Funding Requirements
We expect our expenses to increase substantially in connection with our ongoing film development and production activities. In addition, as a public reporting company, we expect to continue to incur increased reporting, compliance, legal, accounting and other administrative costs.
Until such time, if ever, as we can generate substantial product revenue, we expect to finance our operations through a combination of equity offerings and debt financings. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of such stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures, or declaring dividends.
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Critical Accounting Policies and Significant Judgments and Estimates
Our financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of our financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.
While our significant accounting policies are described in more detail in Note 2 to our financial statements, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions include (i) determining the need for an allowance for doubtful accounts (ii) impairment of long-lived assets; (iii) deferred income taxes and (iv) measurement of the fair value of equity awards.
Off-Balance Sheet Arrangements
During the periods presented, we did not have and we do not currently have any significant off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Balance Sheets as of December 31, 2025 and December 31, 2024 | F-3 | |
| Statements of Operations for the Years Ended December 31, 2025 and December 31, 2024 | F-4 | |
| Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and December 31, 2024 | F-5 | |
| Statement of Cash Flows for the Years Ended December 31, 2025 and December 31, 2024 | F-6 | |
| Notes to the Financial Statements | F-7 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of American Picture House Corporation
Opinion on the Financial Statements
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company suffered an accumulated deficit of $7,826,394 and net loss of $534,440. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 3 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Receivable and Revenue
As disclosed in Note 2, on December 31, 2025, historically, the Company’s revenue comes from contracts with customers for consulting services and from the licensing and distribution of film and other entertainment rights. During the year the company recognized $1,150,000 as receivable comprised (i) $200,000 representing recovery / reclassification of the existing Barron’s Cove senior mezzanine loan principal, (ii) $96,983.11 of accrued premium / interest income, and (iii) $853,016.89 of collection service fee revenue recognized in 2025. There was no impairment recognized during the year.
The principal considerations for our determination that performing procedures relating to the Revenue and Account Receivable are critical audit matter are (1) The assumption of receiving total of account receivable involves management judgments. (2) The net account receivable balance is $1,150,000; this is material to the financial statement considering the total revenue. (3) It required a high degree of auditor judgment, subjectivity and effort in performing audit procedures and evaluating the results of those procedures.
How We Addressed the Matter in Our Audit
| ● | We obtained schedule of account receivable and verified the accuracy of the accounts receivable by tracing it to the agreement. | |
| ● | We inquired about the management decisions about the identification of potential impairment indicators. | |
| ● | We obtained confirmation letters from the customers. | |
| ● | We evaluated the sufficiency of the audit evidence obtained by assessing the results of the procedures performed over revenue and Management Memorandum on audit query. |
/S/
LAO PROFESSIONALS
(PCAOB
ID
We have served as the Company’s auditor since 2025.
March 27, 2026
| F-2 |
AMERICAN PICTURE HOUSE CORPORATION
BALANCE SHEETS
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | - | |||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Receivable - related party | - | |||||||
| Total Current Assets | ||||||||
| Produced and licensed content costs | ||||||||
| Loans receivable, film financing arrangements | - | |||||||
| Intangible assets, net of accumulated amortization of $ | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Cash overdraft | - | |||||||
| Accounts payable and accrued expenses | ||||||||
| Deferred revenue, current portion | ||||||||
| Interest payable - related party | ||||||||
| Interest payable - EIDL loan | ||||||||
| Note payable | - | |||||||
| Note payable - related party | ||||||||
| Note payable | ||||||||
| Commercial Line of Credit | ||||||||
| Total Current Liabilities | ||||||||
| Economic injury disaster loan, non-current | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Common Stock $ | ||||||||
| Preferred Stock $ | - | - | ||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these audited financial statements.
| F-3 |
AMERICAN PICTURE HOUSE CORPORATION
STATEMENTS OF OPERATIONS
For the years ended December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | - | - | ||||||
| Gross profit | ||||||||
| Operating Expenses: | ||||||||
| General and administrative | ||||||||
| Research and development | - | |||||||
| Sales and marketing | ||||||||
| Total Operating Expenses | ||||||||
| Net Operating Loss | ( | ) | ( | ) | ||||
| Other Income (Expenses): | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Net Other Income (Expenses) | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income taxes | - | - | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share - Basic and Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares used in per share computation - Basic and Diluted | ||||||||
The accompanying notes are an integral part of these audited financial statements.
| F-4 |
AMERICAN PICTURE HOUSE CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the years ended December 31, 2025 and 2024
| Shares | Par Value | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid In | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Par Value | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance, December 31, 2023 | $ | | $ | - | $ | $ | ( | ) | $ | |||||||||||||||||||
Issuance of common stock | - | - | ||||||||||||||||||||||||||
| Common Stock issued for services | - | - | ||||||||||||||||||||||||||
| Stock option compensation | - | - | - | - | - | |||||||||||||||||||||||
| Net Loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | - | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Common Stock issued for services | - | - | ||||||||||||||||||||||||||
| Preferred stock redeemed in exchange for assets | - | ( | ) | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Stock option compensation | - | - | - | - | - | |||||||||||||||||||||||
| Net Loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | - | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these audited financial statements.
| F-5 |
AMERICAN PICTURE HOUSE CORPORATION
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Income (Loss) to Net Cash Flows from Operating Activities: | ||||||||
| Reserve for uncollectible receivable | - | |||||||
| Expiration of produced and licensed costs | ||||||||
| Stock option expense | ||||||||
| Commons stock issued for services | ||||||||
| Preferred stock redeemed in exchange for assets | ( | ) | - | |||||
| Amortization expense | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Receivables - related party | ( | ) | ||||||
| Loans receivable, film financing arrangements | ( | ) | ||||||
| Produced and licensed costs | ( | ) | ( | ) | ||||
| Cash overdraft | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Interest payable - related parties | ||||||||
| Interest payable - EIDL loan | ( | ) | ||||||
| Deferred revenue | - | |||||||
| Net Cash Flows from Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Intangible assets | - | ( | ) | |||||
| Net Cash Flows from Investing Activities | - | ( | ) | |||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of note payable | - | |||||||
| Proceeds from debt borrowings - related parties | ||||||||
| Repayment of debt borrowings - related parties | ( | ) | ( | ) | ||||
| Proceeds from commercial line of credit | ||||||||
| Repayments on commercial line of credit | - | ( | ) | |||||
| Proceeds from sale of Common Stock | - | |||||||
| Net Cash Flows from Financing Activities | ||||||||
| Net Increase in Cash and Cash Equivalents | ( | ) | ||||||
| Cash and Cash Equivalents, Beginning of Period | - | |||||||
| Cash and Cash Equivalents, End of Period | $ | $ | - | |||||
| Non-cash Financing and Investing Activities: | ||||||||
| Common Stock issued for services | $ | $ | ||||||
The accompanying notes are an integral part of these audited financial statements.
| F-6 |
American Picture House Corporation
Notes to Financial Statements
For the Years Ending December 31, 2025 and 2024
NOTE 1 – Organization And Description Of Business
American Picture House Corporation. (“the Company,” “we” “us”) was incorporated in the State of Nevada on September 21, 2005, originally under the corporate name of 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 Company dissolved Devil’s Half-Acre, LLC and Ask Christine Productions, LLC on May 12, 2025.
The Company’s year-end is December 31.
NOTE 2 – Summary Of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with accepted accounting principles (“GAAP”) in the United States.
Principles of Consolidation
The consolidated financial statements include the accounts of American Picture House Corporation and, for periods prior to their dissolution on May 12, 2025, its then wholly owned subsidiaries, Devil’s Half-Acre, LLC and Ask Christine Productions, LLC.
Going Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial
statements. As of December 31, 2025, the Company had negative working capital of $
Because the Company does not expect that the existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Recently the Company has been funded by related party shareholders and officers. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amount of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
| F-7 |
Cash and cash equivalents
Cash
equivalents are short-term highly liquid investments which include short-term bank deposits (up to three months from date of deposit),
that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the
date acquired. The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in
accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”) and/or by the Securities Investor Protection Corporation
(the “SIPC”). The Company may periodically have cash balances in financial institutions in excess of the FDIC and SIPC insurance
limits of $
Accounts receivable
Accounts
receivable primarily consist of trade receivables due from customers for consulting services and from fees derived from licensing of
IP to content providers worldwide. As of December 31, 2025,
Schedule of Accounts Receivable
| December 31, 2025 | December 31, 2024 | |||||||
| Accounts receivable, CAMA | $ | - | $ | |||||
| Accounts receivable, Collection Service Fees | - | |||||||
| Accounts receivable | $ | $ | ||||||
Allowance for doubtful accounts
The allowance for doubtful accounts is determined with respect to amounts the Company has determined to be doubtful of collection. In determining the allowance for doubtful accounts, the Company considers, among other things, its past experience with customers, the length of time that the balance is past due, the customer’s current ability to pay and available information about the credit risk on such customers. During the years ended December 31, 2025 and 2024, the Company recorded no additions to its allowance for doubtful accounts.
Prepaid expenses
At
December 31, 2024, prepaid expenses consisted of prepaid insurance, prepaid licenses, and prepaid services. Prepaid expenses are amounts
paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the
prepaid expenses are eventually consumed, they are charged to expense. The Company had $
Produced and Licensed Content Costs
Capitalized production costs, whether produced or acquired/ licensed rights, include development costs, direct costs and production overhead. These amounts and licensed content are included in “Produced and Licensed Content Costs” on the balance sheet as follows:
Schedule of Produced and Licensed Content Costs
| December 31, 2025 | December 31, 2024 | |||||||
| Films in development and pre-production stage | $ | $ | ||||||
| Produced and licensed content cost | $ | $ | ||||||
| F-8 |
Production costs for content that is predominantly expected to be monetized individually will be amortized based upon the ratio of the current period’s revenues to the estimated remaining total revenues (Ultimate Revenues). For film productions, Ultimate Revenues include revenues from all sources that will be earned within ten years from the date of the initial release for theatrical films. The costs of produced and licensed film and TV content are subject to regular recoverability assessments. For content that is predominantly monetized individually, the unamortized costs are compared to the estimated fair value. The fair value is determined based on a discounted cash flow analysis of the cash flows directly attributable to the title. To the extent the unamortized costs exceed the fair value, an impairment charge is recorded for the excess.
Investment in Films: Investment in films includes the unamortized costs of films, a portion of which are monetized individually (i.e., through domestic theatrical, home entertainment, limited series, international or other ancillary-market distribution), and a portion of which are monetized as part of a film group.
Recording Cost. Costs of acquiring and producing films and of acquired libraries are capitalized when incurred. For films produced by the Company, capitalized costs include all direct production and financing costs and production overhead. For acquired films, capitalized costs consist of minimum guaranteed payments to acquire the distribution rights.
Amortization. Costs of acquiring and producing films and of acquired libraries that are monetized individually are amortized using the individual-film-forecast method, whereby these costs are amortized and participations and residuals costs are accrued in the proportion that current year’s revenue bears to management’s estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of the films or limited series programs.
Ultimate Revenue. Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release of the motion picture. For an episodic limited series, the period over which ultimate revenues are estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. For titles included in acquired libraries, ultimate revenue includes estimates over a period not to exceed twenty years following the date of acquisition.
Development. Films and limited series programs in development include costs of acquiring film rights to books, stage plays or original screenplays and costs to adapt such projects. Such costs are capitalized and, upon commencement of production, are transferred to production costs. Projects in development are written off at the earlier of the date they are determined not to be recoverable or when abandoned, or three years from the date of the initial investment unless the fair value of the project exceeds its carrying cost.
Licensed Program Rights: General. Licensed program rights include content licensed from third parties that is monetized as part of a film group for distribution on media networks distribution platforms. Licensed content is comprised of films or series that have been previously produced by third parties and the Company retains specified airing rights over a contractual term. Program licenses typically have fixed terms and require payments during the term of the license.
Recording Cost. The cost of licensed content is capitalized when the cost is known or reasonably determinable, the license period for programs has commenced, the program materials have been accepted by the Company in accordance with the license agreements, and the programs are available for the first showing. Licensed programming rights may include rights to more than one exploitation window under the Company’s output and library agreements. For films with multiple windows, the license fee is allocated between the windows based upon the proportionate estimated fair value of each window which generally results in the majority of the cost allocated to the first window on newer releases. Certain license agreements and productions may include additional ancillary rights in addition to the pay limited series rights. The cost of the Media Networks’ third-party licensed content and produced content is allocated between the pay limited series market distributed by the Media Networks’ segment and the ancillary revenue markets (e.g., digital distribution, digital platforms, international limited series, etc.) distributed by the limited series Production segment based on the estimated relative fair values of these markets. Our estimates of fair value for the pay limited series and ancillary markets and windows of exploitation involve uncertainty and management judgment.
Amortization. The cost of program rights for films and limited series programs (including original series) exhibited by the Media Networks segment are generally amortized on an accelerated or straight-line basis based on the anticipated number of exhibitions or expected and historical viewership patterns or the license period on a title-by-title or episode-by-episode basis. The number of exhibitions is estimated based on the number of exhibitions allowed in the agreement (if specified) and the expected usage of the content. Participations and residuals are expensed in line with the amortization of production costs. As of December 31, 2025 and 2024, the Company has not yet completed development of any film projects and, therefore, had not begun amortizing these costs. When amortization commences, it will be included in cost of revenues.
Changes in management’s estimate of the anticipated exhibitions and viewership patterns of films and original series on our networks could result in the earlier recognition of our programming costs than anticipated. Conversely, scheduled exhibitions and expected viewership patterns may not capture the appropriate usage of the program rights in current periods which would lead to the write-off of additional program rights in future periods and may have a significant impact on our future results of operations and our financial position.
| F-9 |
Impairment Assessment for Investment in Films and Licensed Program Rights
General. A film group or individual film is evaluated for impairment when an event or change in circumstances indicates that the fair value of an individual film or film group is less than its unamortized cost. A film group represents the unit of account for impairment testing for a film or license agreement for program material when the film or license agreement is expected to be predominantly monetized with other films and/or license agreements instead of being predominantly monetized on its own. A film group is defined as the lowest level at which identifiable cash flows are largely independent of the cash flows of other films and/or license agreements.
Content Monetized Individually. For content that is predominantly monetized individually (primarily investment in film and limited series programs related to the Motion Picture and limited series Production segments), whenever events or changes in circumstances indicate that the fair value of the individual film may be less than its unamortized costs, the unamortized costs of the individual film are compared to the estimated fair value of the individual film. The fair value is determined based on a discounted cash flow analysis of the cash flows directly attributable to the title. To the extent the unamortized costs exceed the fair value, an impairment charge is recorded for the excess.
Content Monetized as a Group. For content that is predominantly monetized as a group (primarily licensed program rights in the Media Networks segment and internally produced programming, as discussed above), whenever events or changes in circumstances indicate that the fair value of the film group may be less than its unamortized costs, the aggregate unamortized costs of the group are compared to the present value of the discounted cash flows of the group using the lowest level for which identifiable cash flows are independent of other produced and licensed content. The Company’s film groups are generally identified by territory (i.e., country) or groups of international territories, wherein content assets are shared across the various territories and therefore, the group of territories is the film group. If the unamortized costs of the film group exceed the present value of discounted cash flows, an impairment charge is recorded for the excess and allocated to individual titles based on the relative carrying value of each title in the group.
Valuation Assumptions. The discounted cash flow analysis includes cash flows estimates of ultimate revenue and costs as well as a discount rate (a Level 3 fair value measurement). The discount rate utilized in the discounted cash flow analysis is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a particular film or limited series program or film group. The fair value of any film costs associated with a film or limited series program that management plans to abandon is zero. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films and limited series programs may be required as a consequence of changes in management’s future revenue estimates.
BUFFALOED.
Receivable and profit participation; contingent consideration. In November 2022, the Company acquired certain limited economic rights
relating to the feature film BUFFALOED, including (i) a secured receivable of $
As
consideration for the acquisition of the related Bold Crayon assets, the Company agreed to (a) pay Bold Crayon the first $
| F-10 |
Intangible assets
The Company’s intangible assets include in-service and under-development websites and licensed internal use software.
The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs” (ASC 350-50). All costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage are accounted for in accordance with ASC 350-50 which requires the capitalization of certain costs that meet specific criteria, and costs incurred in the day-to-day operation of the website are expensed as incurred. The Company capitalizes external website development costs (“website costs”), which primarily include third-party costs related to developing applications, as well as costs incurred to develop or acquire and customize code for web applications, costs to develop HTML web pages or develop templates and costs to create initial graphics for the website that included the design or layout of each page.
The capitalized costs of the Company’s websites placed into service were subject to straight-line amortization over a three-year period.
Deferred Revenue
Deferred
revenue represents the amount billed that has not yet been earned, pursuant to agreements entered into in current and prior periods.
As of December 31, 2025 and 2024, total net deferred revenue was $
Revenues and Costs from Services and Products – Historically, Company’s revenue comes from contracts with customers for consulting services and from the licensing and distribution of film and other entertainment rights. The consulting services typically relate to development of business strategy and monetization of intellectual property rights. The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the party are identified, the contract has economic substance, and collectability of the contract is considered probable. Historically, the term of these consulting agreements has been approximately three to six months in duration. The Company’s revenue is measured based on considerations specified in the contract with each customer. Accounting Standards Codification (“ASC”) 606 allows for adoption of an “as invoiced” practical expedient that allows companies to recognize revenue in the amount to which the entity has a right to invoice when they have a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. The Company has elected to adopt this practical expedient with regards to its consulting services revenue. All 2025 revenues were derived from a single customer. All 2024 revenues were derived from a different single customer.
Revenues from Films and Licensed Rights. are calculated based on expected ultimate revenues estimated over a period not to exceed ten years following the date of initial release of the motion picture. For an episodic limited series, the period over which ultimate revenues are estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. For titles included in acquired libraries, ultimate revenue includes estimates over a period not to exceed twenty years following the date of acquisition.
CAMA
agreement income totaled $
Fair Value Measurements – The Company measures and discloses fair value in accordance with the ASC Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions there exists a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.
Level 2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
Level 3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. The valuation of the right to obtain control over affiliated company, right to acquire shares of other companies, contingent consideration to be paid upon achieving of performance milestone, certain convertible bridge loans (following the maturity date and thereafter) and certain freestanding stock warrants and bifurcated convertible feature of convertible bridge loans issued to the units’ owners, fall under this category.
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.
The fair value of cash and cash equivalents is based on its demand value, which is equal to its carrying value. Additionally, the carrying value of all other short-term monetary assets and liabilities are estimated to be equal to their fair value due to the short-term nature of these instruments.
| F-11 |
Valuation of Long-Lived Assets – The Company evaluates whether events or circumstances have occurred which indicate that the carrying amounts of long-lived assets (principally produced and licensed content costs) may be impaired or not recoverable. The significant factors that are considered that could trigger an impairment review include: changes in business strategy, market conditions, or the manner of use of an asset; underperformance relative to historical or expected future operating results; and negative industry or economic trends. In evaluating an asset for possible impairment, management estimates that asset’s future undiscounted cash flows and appraised values to measure whether the asset is recoverable. The Company measures the impairment based on the projected discounted cash flows of the asset over its remaining life.
Stock-Based Compensation – The Company follows U.S. GAAP, which requires all stock-based compensation to employees, including the grant of employee stock options, to be recognized in the statement of operations based on its fair value. Awards outstanding are accounted for using the accounting principles originally applied to the award. The expense associated with share-based compensation is recognized on a straight-line basis over the service period of each award. Refer to Note 9 for additional information related to this stock-based compensation plan.
Income taxes
The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
Net Loss per Share
Basic (loss) income per share is computed by dividing net (loss) income available to Common Stockholders by the weighted average number of common shares outstanding during the period. Diluted (loss) income per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the (loss) income of the Company. In computing diluted (loss) income per share, the treasury stock method assumes that outstanding instruments are exercised/converted, and the proceeds are used to purchase Common Stock at the average market price during the period. Instruments may have a dilutive effect under the treasury stock method only when the average market price of the Common Stock during the period exceeds the exercise price/conversion rate of the instruments.
The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:
Schedule of Anti-dilutive Securities Excluded from Computation of Weighted Average Common Shares Outstanding
| December 31, 2025 | December 31, 2024 | |||||||
| Convertible Preferred Stock | ||||||||
| Stock options | ||||||||
Segment Information
Operating
segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief
operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance.
For the period of these financial statements, the CEO of the Company was the CODM. The Company views its operations and manages its business
as
| F-12 |
New accounting standards
The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.
NOTE 3 – Liquidity and Going Concern
The
Company’s financial statements are prepared using account principles generally accepted in the United States (“U.S. GAAP”)
applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
As of December 31, 2025, the Company has an accumulated deficit of approximately $
The
Company has a limited operating history, which makes it difficult to evaluate current business and future prospects. During 2025 and
2024, the Company reported $
NOTE 4 – Film Production Loans
Senior Mezzanine Loan Agreement with Barron’s Cove Movie, LLC
In
February 2024, the Company loaned $
Senior Loan Agreement with PNP Movie, LLC
PNP
Movie, LLC senior loan (default; written off). In February 2024, the Company agreed to lend $
The
loan has been in default for more than 120 days, and management believes there is significant uncertainty regarding completion or release
of the film. Accordingly, during 2025, the Company recorded a full write-off of $
Note 5 – Produced & Licensed Content Costs (Film Projects)
DEVIL’S
HALF-ACRE / ASK CHRISTINE, disposition of project rights. On March 11, 2025, the Company entered into an agreement pursuant to
which it assigned to the Company’s past president, Alfred John Luessenhop, Jr. (“Luessenhop”) all of the Company’s and certain affiliated entities’ rights, title, and interest in the
motion picture project DEVIL’S HALF-ACRE, and assigned the screenplay and option agreement for ASK CHRISTINE, in
each case effective upon completion of Luessenhop’s transfer to the Company of
| F-13 |
BARRON’S COVE. Completed; Released. APHP acquired a first-priority recoupment/loan position related to this title in August 2025. The film was released in the U.S. on June 6, 2025 by Well Go USA. As reported by the producer/sales agent, a three-year U.S. streaming license with Paramount+ was executed in early October 2025.
BARRON’S
COVE. Revenue collection and inter-party allocation. On December 29, 2025, the Company entered into Amendment No. 1 to its
agreement with SSS Entertainment, LLC (“SSS”), which sets forth inter-party revenue collection and allocation mechanics for amounts
actually received by the Company from exploitation of BARRON’S COVE.
POSE.
Completed Released. APHP earned an “in Association with” credit and holds an option to purchase a
THIEVES
HIGHWAY. Completed Released. APHP earned an “In Association With” credits. The Company issued
PROTECTOR.
Completed Released. APHP earned an “In Association With” credits. The Company issued
MOTION. In post-production. APHP anticipates co-producing and co-financing the film with SSS Entertainment.
Impairment Assessment. Management reviews produced and licensed content costs for impairment when events indicate that the carrying amount may not be recoverable. During 2025, the Company wrote off option rights related to COYOTE SLEEPS and recorded an impairment loss.
NOTE 6 – Intangible Assets
The identifiable intangible assets consist of the following assets:
Schedule of Intangible Assets
| December 31, 2025 | December 31, 2024 | |||||||
| Website placed in service | $ | $ | ||||||
| Software – predeployment | - | |||||||
| Intangible assets, gross | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
There
were
Amortization
expense recorded in the accompanying consolidated statements of operations was $
| F-14 |
NOTE 7 – Income Taxes
The components of our deferred tax assets are as follows:
Schedule of Components of Deferred Tax Assets
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Less valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | - | $ | - | ||||
The benefit of income taxes for the years ended December 31, 2025 and 2024 consist of the following:
Schedule of Benefit of Income Tax
| 2025 | 2024 | |||||||
| U.S. federal | ||||||||
| Current | $ | - | $ | - | ||||
| Deferred | - | - | ||||||
| State and local | ||||||||
| Current | - | - | ||||||
| Deferred | - | - | ||||||
| Valuation allowance | - | - | ||||||
| Income tax provision (benefit) | $ | - | $ | - | ||||
At
December 31, 2025, the Company has federal and state net operating loss carryforwards of approximately $
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that one portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical losses and the uncertainty of future taxable income over the periods which the Company will realize the benefits of its net deferred tax assets, management believes it is more likely than not that the Company will not fully realize the benefits on the balance of its net deferred tax assets and, accordingly, the Company has established full valuation allowance on its net deferred tax assets.
NOTE 8 – Notes Payable
Note Payable – Mr. MacGregor
During
2025, the Company borrowed $
Noah Morgan Private Family Trust Loan Agreement (“NMPFT”)
During
2025 and 2024, Company borrowed $
Note Payable – Board Member
During
2024, the Company borrowed $
| F-15 |
Economic Injury Disaster Loan
In
March 2021, the Company entered into an Economic Injury Disaster Loan (“EIDL”) with the U.S. Small Business
Administration. Although the stated principal amount was $
Commercial
Line of Credit. In April 2024, the Company entered into a line of credit agreement with American Express. Borrowings bear interest at
rates ranging from approximately
Labrys
Fund II promissory note (Sept. 22, 2025). The Company issued an unsecured $
NOTE 9 – Equity
Common Stock
The
Company has
On
March 11, 2025, an agreement was executed between the Company’s past president, Alfred John Luessenhop, Jr. (“Luessenhop”)
and APHP, along with its affiliated entities Devil’s Half-Acre, LLC and Ask Christine Productions, LLC. Under the terms of the
agreement, Luessenhop agreed to transfer one million shares of APHP common stock, valued at $
Return
of common stock to the Company. On March 11, 2025, Luessenhop transferred
Shares
issuable to SSS Entertainment, LLC. Pursuant to a contract dated November 7, 2024 between the Company and SSS Entertainment, LLC
(“SSS”), the Company became obligated to issue an additional
The Common Stock has a one share one voting right with no other rights. There are no provisions in the Company’s Articles of Incorporation, Articles of Amendment, or By-laws that would delay or prevent a change of control. The Board may from time to time declare, and the Company may pay, dividends on its shares in cash, property, or its own shares, except when the Corporation is insolvent, when the payment thereof would render the Company insolvent, subject to any preferential dividend rights of outstanding shares of preferred shares or when the declaration or payment thereof would be contrary to any other state law restrictions.
Preferred Stock
The
Preferred Stock consists of
The
“Liquidation Preference” with respect to a share of Series A preferred stock means an amount equal to the ratio of (i) the
total amount of the Company’s assets and funds available for distribution to the Series A preferred shares to (ii) the number of
shares of Series A preferred stock outstanding. As of December 31, 2025, the Series A preferred stock has a liquidation preference equal to $
| F-16 |
Dividend Provisions
Subject to preferential dividend rights, if any, of the holders of Preferred Stock, dividends on the Common Stock may be declared by the Board of Directors and paid out of any funds legally available therefor at such times and in such amounts as the Board of Directors shall determine.
NOTE 10 – Equity Based Compensation
On December 13, 2023, the Board of Directors approved the American Picture House Corporation 2023 Directors, Employees and Advisors Stock Incentive and Compensation Plan (the “2023 Plan” or the “Plan”) to promote the financial success and progress of the Company and to provide equity-based incentives to directors, officers, employees and advisors. The 2023 Plan is administered by the Board of Directors and authorizes the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards.
Under
the 2023 Plan, the total number of shares of common stock that may be issued pursuant to awards is limited to twenty percent (20%) of
the Company’s issued and outstanding common shares at the time of grant, subject to adjustment in the event of stock splits, stock
dividends and other similar events. Unless the Board of Directors determines otherwise, stock options granted under the 2023 Plan must
have an exercise price of not less than the fair value of the Company’s common stock on the date of grant. The aggregate fair value
of incentive stock options that first become exercisable by any optionee in any calendar year shall not exceed $
The Board of Directors determines the terms and conditions of awards granted under the 2023 Plan, including vesting and exercisability provisions. Vesting requirements for awards may be time-based or event-based and vary by individual grant. Stock options granted under the 2023 Plan expire on the date determined by the Board of Directors, but in no event may the term exceed ten years. Incentive stock options and non-qualified stock options generally become exercisable over a two-year period unless otherwise determined by the Board of Directors. Vested and unexercised options may generally be exercised for up to three months following termination of employment or service, or such longer period as may be determined by the Board of Directors.
In November 2024, the Company’s stockholders approved an increase in the number of shares issuable under the 2023 Plan, permitting the Board of Directors to grant additional awards to management and advisors. Awards under the 2023 Plan remained subject to the overall limitation of twenty percent (20%) of the Company’s issued and outstanding common shares at the time of grant.
On
February 8, 2024, the Board of Directors granted options under the 2023 Plan to purchase an aggregate of
On
November 21, 2024, the Board of Directors granted options under the 2023 Plan to purchase an aggregate of
During
the year ended December 31, 2024, the Company recognized stock-based compensation expense of $
During
2025, the Company did not grant any additional options. During 2025, an aggregate of
| F-17 |
During
the year ended December 31, 2025, the Company recognized stock-based compensation expense of $
A summary of stock option activity under the 2023 Plan for the year ended December 31, 2025 is presented below:
Schedule of Stock Option Activity
| Status | Options | Weighted-Average Exercise Price | ||||||
| Outstanding at December 31, 2023 | - | $ | - | |||||
| Granted in 2024 | $ | |||||||
| Exercised in 2024 | - | - | ||||||
| Forfeited or expired in 2024 | ( | ) | $ | |||||
| Outstanding at December 31, 2024 | $ | |||||||
| Granted in 2025 | - | |||||||
| Exercised in 2025 | - | |||||||
| Forfeited or expired in 2025 | ( | ) | ||||||
| Outstanding at December 31, 2025 | $ | |||||||
| Exercisable at December 31, 2025 | $ | |||||||
NOTE 11 – Contingencies and Uncertainties
Risks and Uncertainties – The Company’s operations are subject to significant risks and uncertainties including financial, operational, and regulatory risks, including the potential risk of business failure. The Company does not have employment contracts with its key employees, including the controlling shareholders who are officers of the Company.
Legal and other matters – In the normal course of business, the Company may become a party to litigation matters involving claims against the Company.
Pending Legal Proceeding:
JAMS arbitration proceedings / consulting agreements. Pending Legal Proceeding. During 2025, demands for arbitration were submitted to JAMS in Jonathan Sanger v. American Picture House Corporation (JAMS Case No. 5220010741) and Michael Jones v. American Picture House Corporation (JAMS Case No. 5220010727) arising out of certain consulting agreements. JAMS has advised the Company that the Jones matter has been consolidated with the Sanger-caption matter under Case No. 5220010741. The Company disputes the claims asserted and reserves all rights, objections and defenses. Based on current information, management cannot conclude that a loss is probable and is unable to reasonably estimate a possible loss or range of loss, if any, at this time.
NOTE 12 – Related Party Transactions
Post-year-end
assignment of economic rights (see Note 13). Subsequent to year end, Bannor Michael MacGregor and The Noah Morgan Private Family
Trust (a family trust related to Mr. MacGregor) entered into arrangements assigning to SSS Entertainment, LLC certain economic rights
to receive payment from the Company with respect to a portion of Company indebtedness owed to them. On March 12, 2026, in connection
with Board approval of the related Multi-Film Investment and Compensation Agreement, the Company became obligated, subject to the terms
of such agreement and applicable approvals, to issue equity consideration consisting of $
Preferred share pledge / standstill. On August 1, 2025, Mr. MacGregor entered into a pledge and agreement not to convert preferred shares under his control into common stock for ninety (90) days, unless earlier released by the Board.
CEO salary waiver; standstill on preferred transfers/conversions. On December 31, 2025, Mr. MacGregor, the Company’s Chief Executive Officer and controlling stockholder, delivered a letter to the Company’s Board confirming that he is waiving any cash salary effective January 1, 2025 through March 31, 2026, unless the Board expressly approves otherwise in a written resolution executed after the date of the letter. The letter also confirms that, during the same period, Mr. MacGregor will not sell, transfer, pledge, or otherwise dispose of any of his preferred shares and will not convert any preferred shares into common stock, except as required by operation of law or pursuant to a written Board-approved exception documented in advance.
Professional
fees/ related party. During 2025 and 2024, the Company incurred approximately $
| F-18 |
Agreement
with former officer/director. On March 11, 2025, the Company entered into an agreement with its former president, Alfred John Luessenhop,
Jr. (“Luessenhop”), pursuant to which Luessenhop transferred to the Company
Board
consulting arrangements. During 2024, the Company had consulting services relationships with members of the Board of Directors whereby they
were compensated a total of $
Ribo
Media. The Company has consulting arrangements with Ribo Music LLC d/b/a Ribo Media (“Ribo Media”) related to
development of an online media platform. Revenues from Ribo Media consulting services were $
Devil’s
Half-Acre. Devil’s Half-Acre was a motion picture project associated with Alfred John Luessenhop, Jr.,
(“Luessenhop”) a former director of the Company, and screenplay rights written by Dashiell Luessenhop. During the years
ended December 31, 2024 and 2023, the Company capitalized $
Bold
Crayon. Bold Crayon Corporation (“Bold Crayon” or “BC”) is a related party. Mr. MacGregor is the Chief Executive
Officer and a director of Bold Crayon and effectively controls Bold Crayon through affiliated entities. Mr. Blanchard, a director of
the Company, was formerly a director and officer of Bold Crayon. As consideration for the Company’s acquisition of certain Bold
Crayon assets, the Company agreed to pay Bold Crayon the first $
Loans/Mr.
MacGregor. During 2025, the Company borrowed $
Loans/family
trust related to Mr. MacGregor. During 2025 and 2024, the Company borrowed $
Board
member note. During 2024, the Company borrowed $
| F-19 |
NOTE 13 – SUBSEQUENT EVENTS
In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2025, to the date these consolidated financial statements were issued. Except as noted below, management has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.
SSS
Entertainment / Multi-Film Investment and Compensation Agreement; Board approval. Effective as of January 27, 2026, the Company entered
into a Multi-Film Investment and Compensation Agreement with SSS Entertainment, LLC (“SSS”), which revised the parties’
commercial arrangement with respect to POSE, contemplated Company funding relating to MOTION, and contemplated a potential
additional investment in an untitled SSS-produced picture, in each case subject to the terms of the agreement and applicable approvals.
Under the agreement, (i) the prior POSE option-based payment structure was converted into a fixed payment structure consisting
of a $
Assignment
of related-party indebtedness; contemplated equity consideration. Effective as of January 27, 2026, Bannor Michael MacGregor and
The Noah Morgan Private Family Trust entered into assignment arrangements with SSS Entertainment, LLC pursuant to which they assigned
to SSS economic rights to receive payment from the Company with respect to an aggregate of $
Convertible
note financing (Labrys Fund II). On January 20, 2026, the Company entered into a securities purchase agreement with Labrys Fund II,
L.P. pursuant to which the Company issued a
Options
issued to Directors and Advisors. Subsequent to December 31, 2025, certain option awards were relinquished, forfeited, cancelled
or otherwise ceased to be outstanding. On January 15, 2026, the Company granted Dr. Chauncey Tallaferro Jones an option to purchase
Resolution
discussions regarding professional fees. Subsequent to year end, the Company and Aldous PLLC agreed to enter into documentation addressing
alleged outstanding professional fees and related matters, including a settlement agreement providing for a payment obligation of $
| F-20 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
| (a) | Disclosure Controls and Procedures. |
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025, or the Evaluation Date. Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are ineffective in recording, processing, summarizing and reporting, on a timely basis, information required to be included in periodic filings under the Exchange Act and that such information is not accumulated and communicated to management, including our principal executive and financial officers, in a manner sufficient to allow timely decisions regarding required disclosure, due to lack of sufficient internal accounting personnel, segregation of duties, lack of sufficient internal controls (including IT general controls) that encompass the Company as a whole with respect to entity and transactions level controls in order to ensure complete documentation of complex and non-routine transactions and adequate financial reporting.
Management has identified corrective actions to remediate such material weaknesses, and subject to fundraising, which includes hiring additional employees. Management has identified corrective actions to remediate such material weaknesses, subject to available resources, including the hiring of additional accounting and finance personnel. Although remediation efforts were not complete as of December 31, 2025 and remain ongoing in fiscal 2026, management intends to continue its remediation efforts during fiscal year 2026; however, there can be no assurance that such efforts will fully address the material weaknesses or other deficiencies in our disclosure controls and procedures.
| (b) | Management’s Annual Report on Internal Control over Financial Reporting. |
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based principally on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission as of the end of the period covered by this report. Based on that evaluation, we have identified a material weakness related to our internal control over financial reporting as of December 31, 2025. As defined in Regulation 12b-2 under the Securities Exchange Act, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, as of December 31, 2025. the ineffectiveness of the Company’s internal control over financial reporting was due to identification of material weaknesses (i.e. lack of sufficient internal accounting personnel, segregation of duties, lack of sufficient internal controls (including IT general controls) that encompass the Company as a whole with respect to entity and transactions level controls) in order to ensure complete documentation of complex and non-routine transactions and adequate financial reporting during the year ended December 31, 2025.
Management has identified corrective actions to remediate such material weaknesses, subject to fundraising, which includes hiring additional employees. Management has identified corrective actions intended to address the material weaknesses identified above, subject to available resources, including the hiring of additional accounting and finance personnel. Although we were unable to fully implement remediation measures during fiscal year 2025, management intends to continue remediation efforts in fiscal year 2026; however, there can be no assurance that such efforts will be successful or that they will fully address the material weaknesses or other deficiencies identified herein.
| (c) | Attestation Report of the Registered Public Accounting Firm. |
This annual report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. As a non-accelerated filer, we are not required to provide the auditor attestation required by Section 404(b) of the Sarbanes-Oxley Act.
| (d) | Changes in Internal Control over Financial Reporting. |
During the year ended December 31, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Item
408(a) Disclosure. During the quarter ended December 31, 2025, none of the Company’s directors or executive officers
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
| 26 |
AMERICAN PICTURE HOUSE CORPORATION
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board Changes. On August 30, 2025, Jonathan Sanger resigned as President of the Company, and Bannor Michael MacGregor resumed service as President effective August 1, 2025. On September 16, 2025, Donald J. Harris resigned from the Board of Directors. On March 16, 2026, Thomas Rauker notified the Company of his resignation from the Board of Directors, effective March 16, 2026. Mr. Rauker’s resignation was not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.
| Name | Age | Director Since | Term Ends | |||
| Bannor Michael MacGregor, Chief Executive Officer/President/Chairperson | 60 | 2017 | 2026 | |||
| Michael Blanchard, Secretary/Director | 66 | 2020 | 2026 | |||
| Daniel Hirsch, Treasurer | 59 | 2022 | 2026 | |||
| * Michael Wilson, Director | 60 | 2021 | 2026 | |||
| *Tim Battles, Director | 62 | 2022 | 2026 | |||
| * Peter Conway, Director | 68 | 2021 | 2026 | |||
| *Dr. Chauncey Tallaferro Jones, Director | 48 | 2024 | 2026 | |||
| * Independent Director |
Bannor Michael MacGregor, CEO/President/Chairperson
Mr. MacGregor has served as the Company’s Chief Executive Officer since September 2017. He served as President from September 2017 to August 2023 and again since August 1, 2025. Mr. MacGregor has been the Managing Member of Duncan Morgan, LLC since June of 2008. Prior to that, Mr. MacGregor served as the CEO and President of Bold Crayon Corporation from 2018 to present. Mr. MacGregor was a producer on the feature film, BUFFALOED (2020). Mr. MacGregor also served as an Executive Director at the Organization for the Advocacy of Multi Cultural Unity, Inc., a non-profit, that promotes cultural awareness, from 2016 to 2022.
Daniel Hirsch, Treasurer
Mr. Hirsch has served as the Company’s Treasurer since July of 2023. Prior to that Mr. Hirsch served as Chief Financial Officer and director of Todos Medical Ltd since January 5, 2020. Mr. Hirsch has been Managing Partner of First Line Capital, LLC since 2002. Mr. Hirsch holds a Bachelor’s Degree in Economics from Yeshiva University and a Master’s Degree in Public Health from the New School of Social Research.
Michael Blanchard, Secretary/Director
Mr. Blanchard served as the Company’s Secretary/Treasurer from September 2020 to July 2023 and became the Company’s Secretary again in September 2025. Mr. Blanchard serves as the CEO of Ribo Music, LLC since April 2020. Prior to that, Mr. Blanchard served as an Investor Liaison to Bold Crayon Corporation from 2018 to December 2020. Mr. Blanchard is a graduate of Boston College.
Michael Wilson, Independent Director
Mr. Wilson serves as the EVP of Operations and Finance at Astro Digital since January of 2017. Mr. Wilson serves as the Co-Founder of The Panama Media Center since January of 2013. Mr. Wilson serves as an Executive Director of The Delahunt Group since March of 2011. Mr. Wilson is an executive and corporate advisor specializing in business strategy, investment banking, portfolio management, and valuation. Mr. Wilson earned an MBA from NYU Stern School of Business and is a graduate of Northeastern University.
Tim Battles, Independent Director
Mr. Battles serves as the CFO of Ribo Music, LLC since April of 2020. Prior to that, he served as the SVP/Chief Integration Officer of TPx Communications from 2016 to 2018. Mr. Battles earned a Bachelor’s Degree from Bowdoin College.
Peter Conway, Independent Director
Mr. Conway serves as the CEO of PC2 Consulting since January 2015. Prior to that, Mr. Conway served as COO, CTO and various executive roles in product line development, marketing and sales spanning servers, storage and networking technologies for companies like EMC, Dell, and Microsoft. Mr. Conway earned a Masters at Computer Science from Rensselaer Polytechnic Institute (RPI) and a B.S. at Computer Science from Union College.
| 27 |
Dr. Chauncey Tallaferro Jones, Independent Director
Dr. Chauncey Tallaferro Jones is a highly experienced anesthesiologist specializing in acute pain and regional anesthesia, currently practicing at Northwest Anesthesiology and Pain Services in Houston, Texas since 2000. He holds an MD from Stanford University School of Medicine and completed his residency and fellowships at Johns Hopkins Hospital. Dr. Jones has been instrumental in perioperative case management, clinical teaching, and facility management since 2008. He has held significant roles, such as Medical Director at various hospitals, and contributed to numerous professional committees. Dr. Jones is also an accomplished researcher and lecturer, actively involved in medical education and conference presentations. His dedication extends beyond his clinical practice, with involvement in professional organizations and community activities such as mentoring students and co-owning a winery.
Board of Directors
General Practices
According to our Amended and Restated Articles of Incorporation, our Board of Directors must consist of at least seven and not more than sixteen directors. On March 16, 2026, Thomas Rauker resigned from the Board of Directors, effective immediately. As of the date of this Annual Report, our Board of Directors consists of six members. The Board intends to fill the resulting vacancy in accordance with the Company’s Amended and Restated Articles of Incorporation. Pursuant to our Amended Articles, our directors are elected at an annual or special general meeting of our shareholders and serve on our Board of Directors until the next annual general meeting at which one or more directors are elected or until they are removed by the majority of our shareholders at an annual or special general meeting of our shareholders or upon the occurrence of certain events, in accordance with our Amended Articles. In addition, our Amended Articles allow our Board of Directors to appoint directors to fill vacancies on our Board of Directors to serve until the next annual meeting or special general meeting, or earlier if required by our Amended Articles or applicable law.
As of the date of this Annual Report, our Board of Directors consists of six members, four of whom the Board has determined are independent under the applicable independence standards used by the Company: Michael Wilson, Tim Battles, Chauncey Tallaferro Jones, and Peter Conway.
Audit Committee
Our Board of Directors has adopted an audit committee charter that sets forth the responsibilities of the audit committee consistent with the regulations of the SEC including the following:
| ● | Oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the Board of Directors or shareholders for their approval, as applicable; | |
| ● | Recommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by the board or shareholders for their approval, as applicable, in accordance with the requirements of applicable law. |
Our audit committee, which consists of two directors and one officer, provides assistance to our Board of Directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by pre-approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal control over financial reporting. Our audit committee also oversees the audit efforts of our independent accountants and takes those actions that it deems necessary to satisfy itself that the accountants are independent of management.
| 28 |
Our audit committee consists of Michael Wilson, who serves as chairperson, Daniel Hirsch, and Timothy Battles. The Board has determined that each member of the audit committee meets the applicable financial literacy requirements of the SEC rules and the corporate governance standards the Company references in this report. The Board has determined that Mr. Wilson and Mr. Hirsch are “audit committee financial experts” as defined by SEC rules. The Board has also determined that Mr. Wilson and Mr. Battles are independent under the applicable audit committee independence standards referenced by the Company.
Compensation Committee
The Board of Directors has established a compensation committee. The compensation committee reviews and makes recommendations to the Board regarding executive compensation, equity incentive awards, and other compensation-related matters. The compensation committee also reviews compensation arrangements for the Company’s executive officers and administers, or makes recommendations regarding, the Company’s equity compensation plans and awards.
The compensation committee currently consists of Peter Conway, Dr. Chauncey Tallaferro Jones and Timothy Battles. Following Thomas Rauker’s resignation from the Board effective March 16, 2026, the Board reviewed committee composition and determined that the compensation committee would continue to operate with its current members. The Board has determined that Mr. Conway, Dr. Jones and Mr. Battles are independent under the compensation committee independence standards referenced by the Company in this report.
| 29 |
Delinquent Section 16(a) Reports
During the fiscal year ended December 31, 2024, Bannor Michael MacGregor, the Company’s Chief Executive Officer and a director failed to timely file one report on Form 4 for four transactions. Also Mr. Macgregor failed to file a Form 5 within 45 days after the end of the fiscal year ended December 31, 2024. Subsequent to December 31, 2024, Mr. MacGregor has filed a delinquent Form 4 for all of the four transactions.
Code of Ethics & Insider Trading Policy
We
have
ITEM 11. EXECUTIVE COMPENSATION
On February 8, 2024, the Company granted options under the 2023 Plan to purchase an aggregate of 5,083,471 shares of common stock at an exercise price of $0.0125 per share. During 2024, 500,000 of these options were forfeited. On November 21, 2024, the Company granted an additional 5,569,967 options at an exercise price of $0.29 per share. During 2025, no additional options were granted and 6,319,967 options were forfeited. As of December 31, 2025, 3,833,471 options remained outstanding. Subsequent to year end, on January 15, 2026, the Company granted an additional 500,000 options.
Mr. MacGregor provides services to the Company pursuant to a consulting agreement. Compensation paid or recognized for the periods presented is reflected in the Summary Compensation Table and related footnotes below. On December 31, 2025, Mr. MacGregor delivered a letter confirming that he is waiving any cash salary from January 1, 2025 through March 31, 2026, unless otherwise approved by the Board in writing.
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | |||||||||||||||||||||||||
| Bannor Michael MacGregor | 2025 | $ | 0 | (1) | - | - | $ | - | - | - | - | $ | 0 | |||||||||||||||||||||
| Bannor Michael MacGregor | 2024 | $ | 20,000 | (2) | - | - | $ | 250,000 | (3) | - | - | - | $ | 270,000 | ||||||||||||||||||||
| Michael Blanchard (4) | 2025 | $ | 0 | - | - | $ | - | - | - | - | $ | 0 | ||||||||||||||||||||||
| Daniel Hirsch | 2025 | $ | 0 | - | - | $ | - | - | - | - | $ | 0 | ||||||||||||||||||||||
| Daniel Hirsch | 2024 | $ | 0 | - | - | - | - | - | - | $ | 0 | |||||||||||||||||||||||
| 1 | On December 31, 2025, Mr. MacGregor delivered a letter confirming that he would waive any cash salary from January 1, 2025 through March 31, 2026 unless otherwise approved by the Board in writing. Prior to that waiver, Mr. MacGregor had instructed the Company’s accounting department that amounts paid to him in 2025 were to be applied against indebtedness owed by the Company to him under the applicable related-party loan arrangements, and not treated as compensation. | |
| 2 | Mr. MacGregor received $20,000 in cash compensation during 2024, representing $5,000 per month for January through April 2024. | |
| 3 | Represents the grant-date fair value of option awards granted to Mr. MacGregor on February 8, 2024. These option awards were granted in exchange for Mr. MacGregor’s agreement to forgo compensation, and the amount shown reflects the grant-date fair value determined in accordance with ASC 718. | |
| 4 | Although Mr. Blanchard served as the Company’s Secretary from September 2020 to July 2023, Mr. Blanchard only became the Company’s Secretary again in September of 2025. |
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning outstanding equity awards held by the Company’s named executive officers as of December 31, 2025.
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | ||||||||||
| Bannor Michael MacGregor | 250,000 | 0 | $ | 0.0125 | February 8, 2034 | |||||||||
| 662,983 | 0 | $ | 0.0125 | January 11, 2033 | ||||||||||
| Michael Blanchard | 250,000 | 0 | $ | 0.0125 | February 8, 2034 | |||||||||
| 497,238 | 0 | $ | 0.0125 | January 11, 2033 | ||||||||||
| Daniel Hirsch | 873,250 | 0 | $ | 0.0125 | November 20, 2033 | |||||||||
Director Compensation
No compensation was awarded to, earned by, or paid to the Company’s directors for service on the Board during 2025, and no new director option awards were granted during 2025. During 2024, five directors each received a fully vested option to purchase 250,000 shares of common stock at an exercise price of $0.0125 per share, with a ten-year term. Subsequent to year end, on January 15, 2026, Dr. Chauncey Tallaferro Jones received an additional option to purchase 250,000 shares of common stock at an exercise price of $0.0125 per share. Because that grant occurred after December 31, 2025, it is not reflected as 2025 compensation. Amounts paid to Mr. MacGregor during the first quarter of 2025 were applied, at his direction, as partial repayment of indebtedness owed by the Company to him and were not treated as compensation.
Policies and Practices related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information (“MNPI”)
The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of MNPI for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its stockholders.
In the year ended December 31, 2025, no options were granted to our named executive officers within four business days prior to, or one business day following, the filing or furnishing of a periodic or current report by us that disclosed MNPI.
|
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AMERICAN PICTURE HOUSE CORPORATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information regarding beneficial ownership of our common stock as of March 25, 2026 by (i) each current director and executive officer, (ii) all current directors and executive officers as a group, and (iii) each person known by us to beneficially own more than five percent (5%) of our outstanding common stock. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Unless otherwise indicated, each person has sole voting and dispositive power with respect to the shares shown.
Thomas Rauker served as a director through March 16, 2026; because the beneficial ownership table is presented as of March 25, 2026, he is not included in the table as a current director or executive officer.
Common Shares
| Name of Directors, Executive Officers and 5% Stockholders | Affiliation with Company (e.g., Officer Title /Director/ Owner of more than 5%) | Residential Address (City / State Only) | Share type/class | Names of control person(s) if a corporate entity | Number of Shares Owned (7) | Ownership Percentage of Class Outstanding | ||||||||||||
| Bannor Michael MacGregor (1) | Chairperson, CEO, President | Durham, NC | Common | 22,144,486 | 19.49 | % | ||||||||||||
| Michael Blanchard (2) | Secretary, Director | Littleton, MA | Common | 3,890,571 | 3.42 | % | ||||||||||||
| Daniel Hirsch (3) | Treasurer | Teaneck, NJ | Common | 873,250 | 0.77 | % | ||||||||||||
| Michael Wilson (6) | Director | Denville, NJ | Common | 450,000 | 0.40 | % | ||||||||||||
| Dr. Chauncey Tallaferro Jones (6) | Director | Magnolia, TX | Common | 1,250,000 | 1.10 | % | ||||||||||||
| Peter Conway (4)(6) | Director | Acton. MA | Common | 298,000 | 0.26 | % | ||||||||||||
| Timothy Battles(5) | Director | Groton, MA | Common | 4,682,200 | 4.12 | % | ||||||||||||
| All directors and executive officers as a group (7 persons) (7) | 33,588,507 | 29.57 | % | |||||||||||||||
| Damian Gill (5) | 5% Stockholder | Melbourne, Australia | Common | 6,500,000 | 5.72 | % | ||||||||||||
| (1) | Mr. MacGregor is the managing manager of Hyperion Sprung Private Family Trust Management Company, LLC, trustee of The Noah Morgan Private Family Trust, which holds 21,136,048 shares of common stock, and Mr. MacGregor directly holds 95,455 shares of common stock. The shares shown also include 662,983 shares issuable upon exercise of stock options issued on January 11, 2023 and exercisable within 60 days of March 25, 2026, and 250,000 shares issuable upon exercise of stock options issued on February 8, 2024 and exercisable within 60 days of March 25, 2026 (exercise price $0.0125 per share). The January 11, 2023 options are exercisable at the applicable exercise price set forth in the underlying award documentation. |
| (2) | The shares shown include 497,238 shares issuable upon exercise of stock options issued on January 11, 2023 and exercisable within 60 days of March 25, 2026, and 250,000 shares issuable upon exercise of stock options issued on February 8, 2024 and exercisable within 60 days of March 25, 2026 (exercise price $0.0125 per share). The January 11, 2023 options are exercisable at the applicable exercise price set forth in the underlying award documentation. |
| (3) | Includes 873,250 shares issuable upon exercise of stock options issued on November 20, 2023 and exercisable within 60 days of March 25, 2026 (exercise price $0.0125 per share). |
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| (4) | Includes 48,000 shares held by PC2 Consulting, an entity for which Mr. Conway is a principal. |
| (5) | Based on information provided to the Company, Mr. Gill is a director and shareholder of each North Star Capital Pty Ltd, which holds 3,500,000 shares, and Black Rock Capital Pty Ltd, which holds 3,000,000 shares, for an aggregate of 6,500,000 shares. Certain UCC financing statements have been filed from time to time with respect to these shares. Mr. Gill is not a director or executive officer of APHP. |
| (6) | Includes 250,000 shares issuable upon exercise of stock options held by each of Mr. Wilson, Mr. Conway and Mr. Battles, issued on February 8, 2024 and exercisable within 60 days of March 25, 2026, at an exercise price of $0.0125 per share. Includes 250,000 shares issuable upon exercise of stock options held by Dr. Chauncey Tallaferro Jones, issued on January 15, 2026 and exercisable within 60 days of March 25, 2026, at an exercise price of $0.0125 per share. To the extent Mr. MacGregor’s and Mr. Blanchard’s February 8, 2024 option awards are included in their respective individual footnotes, they are not separately repeated in this footnote. |
| (7) | Based on 113,599,325 shares of common stock outstanding as of March 25, 2026. The “Number of Shares Owned” includes shares of common stock issuable upon exercise of stock options exercisable within 60 days of March 25, 2026, as set forth in the applicable footnotes. For purposes of calculating “Ownership Percentage of Class Outstanding,” shares issuable upon exercise of such options are deemed outstanding for the applicable holder (or, in the case of the group row, for all directors and executive officers as a group), but are not deemed outstanding for any other person. |
Preferred Shares
| Name of Beneficial Owner | Series A Preferred Shares Beneficially Owned (1) | Percentage of Series A Preferred Shares (2) | ||||||
| Bannor Michael MacGregor (3) | 3,839 | 100.00 | % | |||||
| Total | 3,839 | 100.00 | % | |||||
| (1) | The holders of the Series A preferred shares, shall not be entitled to receive dividends. The holders of Series A preferred shares shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company. The holders of the Series A preferred shares shall be entitled to one million (1,000,000) votes per one share of Series A preferred held. The holders of any Series A preferred shares shall be entitled to convert such shares into fully paid and non-assessable shares of Common Stock at the following conversion ratio: each Series A preferred share is convertible at a ratio of 1 to 100,000 so that each one share of Series A preferred shares may be exchanged for 100,000 common shares. |
| (2) | The number of Series A Preferred shares outstanding used in computing the percentage is 3,839. |
| (3) | As of March 25, 2026, Mr. Bannor Michael MacGregor beneficially owns and has sole voting and investment control over 3,819 shares of the Company’s Series A Preferred Stock, representing approximately 99.48% of the outstanding Series A Preferred Stock. Mr. MacGregor also indirectly beneficially owns and controls an additional 20 shares of Series A Preferred Stock, representing approximately 0.52% of the outstanding Series A Preferred Stock, through his role as the control person of Bold Crayon Corporation, the record holder of such shares. Mr. MacGregor is deemed the control person of Bold Crayon Corporation by virtue of his ownership of a majority of its outstanding voting equity and his position as its Chief Executive Officer. As such, Mr. MacGregor has the power to direct the voting and disposition of all securities held by Bold Crayon Corporation, including the 20 issued and outstanding shares of the Company’s Series A Preferred Stock. In the aggregate, Mr. MacGregor directly and indirectly beneficially owns and controls all 3,839 shares of the Company’s Series A Preferred Stock, representing 100% of the outstanding Series A Preferred Stock. Each Series A Preferred Share has voting rights equal to 1,000,000 votes per share, resulting in total voting rights equivalent to 3,839,000,000 shares of common stock. The address for Mr. MacGregor, both in his individual capacity and as the control person of Bold Crayon Corporation, is Durham, NC |
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AMERICAN PICTURE HOUSE CORPORATION
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related party transactions
Other than as described below and other than the transactions described under “Executive Compensation,” there have not been, and there are not currently proposed, any transactions or series of similar transactions since January 1, 2024 to which the Company was or is to be a participant, in which the amount involved exceeded $120,000, and in which any director, executive officer, holder of 5% or more of any class of the Company’s voting securities, or any immediate family member of any of the foregoing persons, had or will have a direct or indirect material interest.
During 2025, the Company borrowed $353,000 from and repaid $87,000 to Bannor Michael MacGregor, the Company’s Chief Executive Officer and a director, pursuant to a master loan agreement. The 2025 repayments include $15,000 paid during the first quarter of 2025 that, at Mr. MacGregor’s direction, was applied as partial repayment of indebtedness owed by the Company to him and was not treated as compensation. During 2024, the Company borrowed $103,000 from and repaid $30,000 to Mr. MacGregor pursuant to the same master loan agreement. The master loan agreement accrues interest at a rate of 4.4% and is payable in a lump sum upon maturity.
During 2025 and 2024, the Company borrowed $29,000 and $280,000, respectively, from The Noah Morgan Private Family Trust pursuant to a master loan agreement. The master loan agreement accrues interest at a rate of 4.4% and is payable in a lump sum upon maturity.
On December 31, 2025, Mr. MacGregor delivered a letter to the Company’s Board confirming, among other things, a cash salary waiver effective January 1, 2025 through March 31, 2026 and a temporary standstill on certain dispositions or conversions of his preferred shares during the same period, subject to Board-approved exceptions.
Board consulting arrangements. During 2024, the Company had consulting services relationships with members of the Board of Directors whereby they were compensated a total of $45,000. As of December 31, 2025 and 2024, $0 and $0, respectively, were accrued and unpaid with respect to such consulting arrangements. The consulting services were provided as requested by management and could be terminated at any time without penalty. No cash compensation was paid to directors for Board service during 2025.
Additional information regarding related party transactions, including amounts due to related parties, is included in the financial statements and related notes elsewhere in this Annual Report on Form 10-K, including Note 12—Related Party Transactions. Certain related party matters occurring after year end are described in Note 13—Subsequent Events.
Director independence
The Company’s common stock is quoted on the OTCQB Marketplace and is not listed on a national securities exchange. The Board of Directors evaluates the independence of its members using the independence standards applicable to companies listed on the Nasdaq Stock Market, as a reference framework, and applicable SEC rules. Based on that evaluation, the Board of Directors has determined that the following directors are independent within the meaning of those standards, having no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company): Michael Wilson, Director, Tim Battles, Director, Peter Conway, Director, Dr. Chauncey Tallaferro Jones, Director. The Board of Directors has determined that Bannor Michael MacGregor (CEO, President, and Chairman), Michael Blanchard (Secretary), and Daniel Hirsch (Treasurer) are not independent because each serves as an executive officer of the Company and receives compensation pursuant to consulting agreements with the Company.
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AMERICAN PICTURE HOUSE CORPORATION
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Policy on Approval of Audit and Non-Audit Services of Independent Auditors
American Picture House Corporation’s Audit Committee is responsible for overseeing the work of the Company’s independent registered public accounting firm. The Audit Committee’s policy is to approve all audit and permitted non-audit services provided by Lao Professionals CPA PC. These services may include audit services, audit-related services, tax services and other permitted services, as further described below. Once services have been approved, Lao Professionals CPA PC and management report to the Audit Committee on a periodic basis regarding the extent of services actually provided in accordance with the applicable approval, and regarding the fees for the services performed. Such fees for 2025 and 2024 were approved by the Audit Committee in accordance with these procedures.
Principal Accountant Fees and Services
American Picture House Corporation paid the following fees for professional services rendered by Lao Professionals CPA PC for the years ended December 31, 2025 and for year ended 2024:
| 2025 | 2024 | |||||||
| (U.S. $) | ||||||||
| Audit fees | 48,375 | 65,640 | ||||||
| Audit-related fees | ||||||||
| Tax fees | 200 | 3,500 | ||||||
| All other fees | ||||||||
| Total | $ | 48,575 | $ | 69,140 | ||||
The audit fees for the year ended December 31, 2025 were for professional services rendered in connection with the audit of the Company’s annual financial statements, the review of quarterly financial information included in the Company’s quarterly reports on Form 10-Q, and assistance with related SEC filings. The audit fees for the year ended December 31, 2024 were for professional services rendered in connection with the audit of the Company’s annual consolidated financial statements and the review of quarterly financial information. The tax fees for 2024 represent amounts billed for the preparation of the Company’s federal and state income tax returns for 2023.
The Audit Committee believes that the provision of all non-audit services rendered is compatible with maintaining the independence of Lao Professionals CPA PC.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) | The following financial statements of American Picture House Corporation are filed as part of this Annual Report on Form 10-K: |
| page | ||
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Financial Statements: | ||
| Balance sheets as of December 31, 2025 and 2024 | F-3 | |
| Statements of Operations for the years ended December 31, 2025 and 2024 | F-4 | |
| Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024 | F-5 | |
| Statements of cash flows for the years ended December 31, 2025 and 2024 | F-6 | |
| Notes to financial statements | F-7 | |
| Financial Statement Schedules: | ||
| All schedules have been omitted because they are not applicable or because the required information is included in the financial statements or notes thereto. |
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American Picture House Corporation
(b) Exhibits
The information called for by this Item is incorporated herein by reference to the Exhibit Index in this Form 10-K.
| 3.1 | Second Amended and Restated Articles of Incorporation |
| 3.2 | Bylaws |
| 10.1 | Consulting Agreement with Bannor Michael MacGregor |
| 10.1.1 | Amended Consulting Agreement with Bannor Michael MacGregor |
| 10.2 | Economic Injury Disaster Loan (EIDL) |
| 10.3 | American Express Business Line of Credit Loan Agreement and Personal Guarantee |
| 10.4 | 2023 Directors, Employees and Advisors Stock Incentive and Compensation Plan |
| 10.5 | Asset Purchase Agreement with Bold Crayon |
| 10.8 | Master Loan Agreement between APHP and Bannor MacGregor |
| 10.8.1 | Assignment of Debt to SSS from MacGregor and NMPFT |
| 10.10 | Yale Barron’s Cove Agreement |
| 10.10.1 | Barron’s Cove APHP Credit Designee Certification |
| 10.13 | Master Loan Agreement between APHP and NMPFT |
| 10.14 | Turn Up The Sun - Net Proceeds Purchase Term Sheet |
| 10.15 | Luessenhop APHP Agreement |
| 10.15.1 | Addendum to the Luessenhop APHP Agreement |
| 10.16 | APHP SSS Option |
| 10.16.1 | Amendment No. 1 to APHP SSS Agreement to Extend |
| 10.17 | Registration Rights Agreement |
| 10.18 | ELOC Agreement |
| 10.19 | Labrys Convertible Note |
| 10.19.1 | Labrys Second Convertible Note |
| 10.20 | Multi-Film Investment APHP SSS |
| 14.1 | Code of Ethics |
| 14.2 | Code of Ethics For Executive Officers |
| 19.1 | Insider Trading Policy |
| 31.1 | Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer |
| 31.2 | Rule 13a-14(a) / 15d-14(a) Certification of Treasurer |
| 32.1 | Section 1350 Certification of Chief Executive Officer |
| 32.2 | Section 1350 Certification of Treasurer |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
ITEM 16. FORM 10-K SUMMARY
None.
| 36 |
AMERICAN PICTURE HOUSE CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN PICTURE HOUSE CORPORATION | ||
| By: | /s/ Bannor Michael MacGregor | |
| Name: | Bannor Michael MacGregor | |
| Title: | President and Chief Executive Officer | |
| Dated: | March 30, 2026 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | Name | Title | Date | |||
| By: | /s/ Bannor Michael MacGregor | President and Chief Executive Officer and Director | March 30, 2026 | |||
| Bannor Michael MacGregor | ||||||
| By: | /s/ Michael Blanchard | Secretary and Director | March 30, 2026 | |||
| Michael Blanchard | ||||||
| By: | /s/ Daniel Hirsch | Treasurer | March 30, 2026 | |||
| Daniel Hirsch | ||||||
| By: | /s/ Tim Battles | Director | March 30, 2026 | |||
| Tim Battles | ||||||
| By: | /s/ Chauncey Tallaferro Jones | Director | March 30, 2026 | |||
| Chauncy Tallaferro Jones | ||||||
| By: | /s/ Peter Conway | Director | March 30, 2026 | |||
| Peter Conway | ||||||
| By: | /s/ Michael Wilson | Director | March 30, 2026 | |||
| Michael Wilson |
| 37 |
FAQ
What is American Picture House (APHP) and what does it do?
American Picture House Corporation (APHP) is an entertainment company focused on developing, financing, packaging and producing feature films and limited series. It uses structured film finance, often with senior recoupment or loan positions, and seeks to build an owned or controlled library of intellectual property over time.
How did APHP perform financially in 2025?
APHP reported a net loss of $534,440 for the year ended December 31, 2025, compared with a loss of about $2.3 million in 2024. The accumulated deficit reached roughly $7.8 million, and the company disclosed negative working capital and substantial uncertainty about its ability to continue as a going concern.
How many APHP shares are outstanding and who controls the company?
As of March 25, 2026, APHP had 113,599,325 common shares outstanding out of 1,000,000,000 authorized. It also had 3,839 Series A preferred shares, each with 1,000,000 votes. CEO Bannor Michael MacGregor beneficially controls about 3,860,231,503 votes, or approximately 97.66% of total voting power.
What key film projects is APHP involved in?
APHP has participated in several feature films, including BARRON’S COVE, POSE, THIEVES HIGHWAY, and PROTECTOR. BARRON’S COVE, released June 6, 2025, features a senior recoupment and loan structure with a defined Net Revenues waterfall, while PROTECTOR was released in U.S. theaters on March 6, 2026.
What is the significance of APHP’s Series A Convertible Preferred Stock?
APHP has designated 100,000 preferred shares as Series A Convertible Preferred Stock. As of March 25, 2026, 3,839 Series A shares were outstanding, each carrying 1,000,000 votes and convertible into 100,000 common shares. These securities give their holder overwhelming voting control and represent substantial dilution potential.
What major risks does APHP highlight for investors?
APHP cites substantial capital needs, historical losses, and going-concern uncertainty, plus project-level risks like budget overruns, reliance on third-party distributors, and changing distribution technology. It also underscores dilution and volatility risk from convertible or equity-linked financings, intense industry competition, and highly concentrated voting control.
On which market is APHP stock traded and how volatile has it been?
APHP’s common shares trade on the OTC Markets under the symbol APHP. For 2025, quarterly highs ranged up to $0.3400 and lows down to $0.0105. The filing notes that the stock price has been, and may remain, highly volatile with periods of limited trading liquidity.
