APHP (American Picture House Corporation)

Overview

APHP is an entertainment company focused on the development, packaging, financing and production of feature films and limited series. In 2025 the company shifted from primarily third-party consulting to concentrating on internally developed projects and selective strategic partnerships. APHP aims to operate as a publicly traded independent film co‑financier and co‑producer with disciplined underwriting and structured deal terms.

Business approaches

• Structured film finance and senior/priority recoupment positions

  • Provides or arranges project financing with priority return structures, including senior secured production lending and first‑priority recoupment.
  • Waterfalls and security filings (for example, UCC‑1) position APHP for priority distributions after contractually defined deductions.

• Owned or controlled library and intellectual property

  • Seeks to acquire or option IP (books, scripts, screenplays) and develop those assets to enhance value.
  • May retain negative ownership or other rights and pursue development, attachment of talent, distribution opportunities, and financing.

Portfolio and project participation (2025–early 2026)

APHP has participated in multiple projects in roles including project financing, recoupment and loan positions, “In Association With” credits, and producer/co‑production credits.

Projects:

• BARRON’S COVE — released 2025; lead Garrett Hedlund; director Evan Ari Kelman
• POSE — released 2025; lead James McAvoy; director Jamie Adams
• THIEVES HIGHWAY — released 2025; lead Aaron Eckhart; director Jesse V. Johnson
• PROTECTOR — released March 6, 2026; lead Milla Jovovich; director Adrian Grünberg
• MOTION — post‑production; lead Tiffany Haddish; director Tim McCann; targeted release Q2 2026

Selected financial and recoupment arrangements:

• BARRON’S COVE
  • February 2024 loan of $200,000.
  • August 2025 acquisition of a first‑priority recoupment/loan position.
  • December 29, 2025 amendment to revenue allocation establishing a waterfall with APHP priority up to $1,150,000; thereafter 85% to SSS and 15% to APHP until SSS recoups; subsequent distributions to APHP.
• POSE
  • APHP holds a contractual right to 24% beneficial ownership.
  • APHP receives an “In Association With” credit; MacGregor receives a producer credit.
• THIEVES HIGHWAY
  • APHP has an “In Association With” credit and MacGregor producer credit.
• PNP Movie, LLC
  • APHP senior loan (2024) went into default; loan receivable was written off in 2025.

APHP seeks meaningful participation during development, packaging and financing and, where appropriate, serves as a production company or co‑producer.

Intellectual property and library

• Owned screenplays (U.S. Copyright Office registrations as of year‑end 2025):

  • THIEF (Karl Gajdusek)
  • ACE IN THE HOLE (Richard D’Ovidio)
  • Additional THIEF‑related titles
  • SPREAD THE WORD (Michael Andrews)

• Ownership interests and contractual rights

  • POSE: contractual right to acquire 24% beneficial ownership; APHP and MacGregor credits per agreements.

• Strategy and risks

  • IP and rights are treated as company assets, and APHP aims to avoid reliance on any single entertainment property for competitive positioning.
  • Legal and competitive risks associated with IP rights are disclosed in the company’s risk disclosures.

Financial and capital context

• Employment and management

  • As of December 31, 2025 the company had no employees and used consultants and independent contractors.
  • Management (as of December 31, 2025 and through the filing date):
    • Bannor Michael MacGregor — Chief Executive Officer and President
    • Michael Blanchard — Secretary
    • Daniel Hirsch — Treasurer
  • All three executives were engaged under consulting agreements.

• Financial position

  • Reported operating losses for fiscal years 2025 and 2024.
  • Accumulated deficit of approximately $7.8 million as of December 31, 2025.
  • Negative operating capital as of December 31, 2025.

• Revenue arrangements

  • Revenue arrangements include waterfall allocations tied to film finance structures.

• Capital structure and dilution considerations

  • Future financings may include equity‑based compensation, convertible instruments or equity‑linked features that could be dilutive.
  • Series A Convertible Preferred Stock: authorized 1,000,000; outstanding 3,839 shares. Each Series A preferred share carries 1,000,000 votes and is convertible to 100,000 common shares.
  • Common stock: authorized 1,000,000,000; outstanding 113,599,325 (as of March 25, 2026). Shareholders of record: 336 (as of March 25, 2026).
  • Control and voting: CEO and Chair Bannor Michael MacGregor holds substantial voting power through common shares and 100% of Series A preferred shares, effectively controlling approximately 97.66% of total voting power.

• Financing approach

  • APHP may rely on cash flows, equity issuances and other financing arrangements and emphasizes avoiding refinancing risk, high‑cost capital and excessive dilution, while acknowledging potential dilution from equity‑linked financings.

Corporate and regulatory context

• Corporate status: Smaller Reporting Company under Rule 12b‑2 of the Exchange Act.
• Market listing: OTCQB.
• Offices: maintains virtual offices in New York, NY; Raleigh, NC; and Los Angeles, CA.
• Intellectual property and international considerations: IP protection varies by jurisdiction; piracy and international distribution risks are acknowledged.

Litigation and arbitration

• Pending arbitration matters related to consulting agreements: Jonathan Sanger v. APHP and Michael Jones v. APHP, consolidated through JAMS under case 5220010741. APHP disputes the claims.

Disclosures and governance

• The company is advancing governance and financial controls as part of its transition to public‑company reporting.
• The company’s capitalization and governance structure provide a high level of control to MacGregor through the Series A preferred shares, and common shareholders may face dilution if convertible securities are exercised or future issuances occur.