APHP

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How APHP rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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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.
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.
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.
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.
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.
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.
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).
MacGregor received a producer credit pursuant to applicable agreements. ● THIEVES HIGHWAY (released December 16, 2025).
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.

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We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events, or otherwise.
As of April 7, 2025, the Company has 1,001,000,000 shares authorized, including 1,000,000,000 common shares and 1,000,000 preferred shares.
Common Shares - As of April 7, 2025, APHP has 1,000,000,000 common shares authorized of which 112,399,325 shares issued and outstanding.
As of April 7, 2025, the total number of shareholders of record was 332.
Preferred Shares - As of April 7, 2025, the Company had 1,000,000 preferred shares authorized, of which 100,000 preferred shares have been designated as Series A Convertible Preferred Stock (“Series A preferred shares” herein).
At present, 3,846 Series A preferred shares are issued and outstanding.
Voting Control - Our Chief Executive Officer and Chairman of the board of Directors, Bannor Michael MacGregor, is the beneficial owner of 23,654,603 shares of common stock, which controls 21.05% of the outstanding common voting shares.
MacGregor is the owner of 100% of the Company’s 3,829 shares of issued and outstanding Series A preferred stock.
MacGregor has voting rights equal to 3,852,654,603 shares of common stock, representing 97.75% of voting rights, Business Overview American Picture House Corporation (“APHP”) , also known as American Picture House Pictures, aims to become a premier entertainment company focused on the development, financing, and production of feature films, limited series, and content-driven technologies.
Led by astute financiers and supported by accomplished creatives, the Company is committed to delivering high-quality content with broad market appeal.
Historically, APHP has offered strategic consulting services to clients within the entertainment sector, providing guidance in areas such as business planning, financial projections, and corporate marketing.
While these engagements showcased the Company’s expertise in both entertainment and general business strategy, APHP has since pivoted away from providing independent consulting services.
Moving forward, the Company will concentrate exclusively on internal content development and strategic partnerships.
APHP is now focused on partnering with filmmakers, showrunners, content creators, and innovative technology partners to develop, package, finance, and produce compelling film and television projects.
The Company’s leadership, Board of Directors, and advisory team bring decades of experience across key entertainment functions, including writing, producing, directing, casting, sales, and licensing, with long-standing relationships at major studios and production companies.
Although these relationships have yet to translate into direct business for APHP, the Company anticipates leveraging these connections in its upcoming projects.
Strategic Focus: Mid-Budget Productions APHP specializes in mid-budgeted productions where the majority, if not all, of the production budget can be secured against the project’s intellectual property (“IP”), projected and pre-sold licensing agreements, incentive programs, tax credits, and grants.
The value of the IP, such as book rights, screenplays, or scripts, can be significantly enhanced by the attachment of award-winning talent, seasoned producers, and skilled directors, making it a critical asset for financial structuring.
By assembling robust production packages that include proven creative elements and cost-efficient strategies, such as filming in incentive-friendly locations and building lean budgets, APHP can mitigate financial risk, reduce its equity exposure, and attract third-party investment.
These efforts are designed to improve profitability and maximize investor confidence through the development of bankable content.
APHP’s strategic approach emphasizes financial sophistication, creative excellence, and the use of forward-thinking technology.
To date, APHP owns and has optioned several IPs with the goal of co-producing and co-financing both feature films and limited series.
Understanding APHP’s Strategy Through the Filmmaking Lifecycle To better explain APHP’s business model, the filmmaking process can be broken down into five key stages, each with distinct responsibilities and goals: 1.
Development – Acquiring rights (e.g., books, plays), developing story ideas, and writing the screenplay.
This stage includes securing financing. 2.
Pre-Production – Finalizing the script, hiring cast and crew, scouting and securing locations, and designing sets. 3.
Production – The actual filming process where raw footage is captured. 4.
Post-Production – Editing the footage, adding visual effects, sound design, and finalizing the film. 5.
Distribution – Marketing and distributing the finished project to theaters, streaming platforms, and other outlets.
APHP’s strategy is to participate meaningfully at each of these stages, especially in development, financing, and packaging, to ensure that every project is positioned for both creative and commercial success.
Our Strategy to Build Value APHP’s business strategy centers on acquiring or optioning intellectual properties, such as book rights, screenplays, and scripts, that have already undergone a meaningful level of development investment.
In many cases, these properties were advanced by their original creators or teams who, after making substantial financial or creative commitments, chose to pause or abandon further development due to budgetary or strategic reasons.
By targeting projects at this stage, APHP aims to acquire valuable entertainment assets at a reduced upfront cost.
In exchange, we may offer the original team a share in future revenues generated by the property.
This approach enables us to: ● Minimize initial capital expenditures; ● Allocate more resources toward advancing the project through the filmmaking pipeline; ● Benefit from the insights, creative contributions, and goodwill of the original development team; and ● Significantly reduce financial and creative risk.
Our strategy is predicated on our management team’s ability to identify projects with unrealized potential and execute on the next stages of development where previous efforts may have stalled.
This includes leveraging our experience, industry relationships, and financial acumen to transform dormant or undervalued IP into market-ready content.
Value Creation Initiatives Once acquired, we enhance the value of these properties through a multi-pronged strategy that includes: ● Engaging experienced Writers Guild of America (WGA) writers to further develop, polish, or rewrite the material; ● Attaching high-quality talent—such as reputable producers, directors, and actors; ● Assessing and securing international pre-sales and understanding global market value; ● Establishing relationships with key financial institutions and banking partners; ● Partnering with talent agencies and retaining top legal counsel; ● Identifying strategic filming locations that offer robust tax incentives, rebates, or grants; ● Creating comprehensive production budgets and tailored financing strategies; ● Securing completion bonds to mitigate production risk; and ● Developing professional production and marketing materials, such as look books, preliminary artwork, and scouting reports.
This methodical, value-driven approach allows APHP to position each project for optimal creative execution, financial performance, and market success, ultimately maximizing returns for the Company and its partners.
Organizational Structure At present, the Company has no employees.

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