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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from January 1, 2023 to December 31, 2023

 COMMISSION
FILE NO. 000-56586

Picture House Corporation

 (Exact
name of registrant as specified in its charter)

 Wyoming

 (State
or other jurisdiction of incorporation)

 7812

 (Primary
Standard Industrial Classification Code Number)

 85-4154740

 (IRS
Employer Identification No.)

Madison Avenue, 5 th Floor

 New
York, NY 10022

 1-800 - 689-6885

 (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

by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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. Yes No

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). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Yes No

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

 Non-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.

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).

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 December 31, 2023,
the last business day of the registrant's most recently completed fiscal year, was approximately $ 23,327,571 based on a closing
price of $0.345 as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors,
and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such
persons may be deemed to be affiliates.

 As
of March 13, 2024 the Registrant had 109,865,991 shares of common stock issued and outstanding.

 TABLE
OF CONTENTS

 Page

 Item

 Description of Business

 Item
 1A

 Risk Factors

 Item
 1B

 Unresolved Staff Comments

 Item
 1C

 Cybersecurity

 Item

 Properties

 Item

 Legal Proceedings

 Item

 Mine Safety Disclosures

 Item

 Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 [Reserved]

 Item

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item

 Financial Statements and Supplementary Data

 Item

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls and Procedures

 Item
 9B

 Other Information

 2 4

 Item
 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item

 Directors, Executive Officers, and Corporate Governance

 2 5

 Item

 Executive Compensation

 Item

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain Relationships and Related Transactions, and Director Independence

 Item

 Principal Accountant Fees and Services

 Item

 Exhibits and Financial Statement Schedules

 Item

 Form 10-K Summary

 i

 PART
I

 ITEM
1. DESCRIPTION OF BUSINESS

 As
used in this annual report, the terms, "we", "our", "us" and the "Company" refer to American
Picture House Corporation, a Wyoming corporation unless the context requires otherwise.

 Cautionary
Note Regarding Forward-Looking Statements

 This
report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor,
our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence
operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in
this report, including statements regarding our future financial position, liquidity, business strategy, and plans and objectives of
management for future operations, are forward-looking statements. The words "believe," "may," "estimate,"
"continue," "anticipate," "intend," "should," "plan," "could,"
"target," "potential," "is likely," "will," "expect" and similar expressions,
as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on
our current expectations and projections about future events and financial trends that we believe may affect our financial condition,
results of operations, business strategy, and financial needs.

 The
results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties, and risks that
may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk
Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information,
future events, or otherwise.

 Corporate
History

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.

 As
of March 13, 2024, the Company has 1,001,000,000 shares authorized, including 1,000,000,000 common shares and 1,000,000 preferred shares.

Shares - As of March 13, 2024 APHP has 1,000,000,000 common shares authorized of which 109,865,991 shares issued and outstanding. As
of March 13, 2024 the total number of shareholders of record was 330. 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 13, 2024 the Company had 1,000,000 preferred shares authorized, of which 100,000 preferred shares have been designated
as Series A Convertible Preferred Stock ("Series A preferred shares" herein). At present, 3,846 Series A preferred shares
are issued and outstanding. The Series A preferred shares do not have any rights to dividends; voting - each share of Series A preferred
shares carries a superior voting right to the Company's common shares, each Series A preferred share shall be counted as 1,000,000
votes in any Company vote. Each Series A preferred share is convertible at a ratio of 1 to 100,000 so that each one share of Series A
preferred shares may be exchanged for 100,000 common shares. Series A preferred shares hold a first position lien against all of the
Company's assets including but not limited to the Company's IP ("Intellectual Property"). The Preferred shares
do not have any specific redemption rights or sinking fund provisions.

 Voting
Control - Our Chief Executive Officer and Chairman of the board of Directors, Bannor Michael MacGregor, is the beneficial owner of 28,792,341
shares of common stock, which controls 26.21% of the outstanding common voting shares. Mr. MacGregor is the owner of 100% of the Company's
3,829 shares of issued and outstanding Series A preferred stock. The Company's Series A preferred shares have voting rights equal
to 1,000,000 votes per each one share. As such, Mr. MacGregor has voting rights equal to 3,857,129,358 shares of common stock, representing
97.92% of voting rights,

 Business
Overview

Picture House Corporation aka American Picture House Pictures plans to be a premiere entertainment company with a focus on feature
films, limited series, and content-enhancing technologies. APHP is managed by astute financiers and supported by seasoned creatives.
To date, the Company has provided general consulting services to entertainment industry-based clients. These clients were interested
in our entertainment industry expertise and general business knowledge. The services provided included the strategy, development, and
procurement of materials including; business plans, financial projections, and corporate marketing materials for the entertainment industry.
The Company has refocused its efforts and will no longer be providing these services to independent clients. Going forward, APHP plans
to partner with filmmakers, showrunners, content developers and strategic technology partners to develop, package, finance, and produce
high-quality feature films and television shows with broad-market appeal. The Company's management, Board of Directors and advisors
have had relationships with major studios due to many of them having worked within the entertainment industry on many films and shows
in a variety of specialties including: writing, producing, directing, casting, sales, and licensing. Although these relationships have
not yet yielded results to APHP to date, the Company anticipates it will be able to access these relationships to benefit the Company
in its future endeavors.

 The
Company intends to specialize in mid-budgeted productions where more than 100% of the budget can be collateralized by a film's
or show's intellectual property ('IP"), unsold licensing sales projections, pre-sold licensing contracts, incentive
agreements, tax rebates, and grants. The Company's management and advisors will use these assets to limit risk and guarantee greater
profitability. The IP (e.g., the book rights, script, screenplay, etc.) of a particular film or show usually has a quantifiable value,
especially if such IP was written by a recognized author or by a WGA ("Writers Guild of America") writer and further enhanced
by the addition of competent producers, proven directors and directors of photography, and talented actors. While the IP itself has value,
the previously mentioned elements plus the addition of factors like choosing favorable filming locales to film in (that provide monetary
and/or tax incentives) and formulating lean budgets, enable third party financiers to quantify a film's or show's value and
this quantifiable-value can be utilized to secure additional equity investors and or be utilized to secure loans. Through the development
of a strong package, APHP can limit its overall financial exposure, mitigate financial risk, and reduce the equity required from the
Company to produce a film or show. Loans and additional equity are usually only secured for films that have a package that has strong
elements and additional factors; therefore, a reduction in equity combined with third-party participation also is expected to increase
profitability to the Company.

 The
Company will strive to become synonymous with creative ability, financial sophistication, and leading-edge technology. The Company has
optioned IP with the intent to co-finance and co-produce feature films and limited series shows.

 Filmmaking
Stages and Our Strategy

 To
understand our business strategy, it is useful to think of filmmaking in five stages - often with different teams involved at different
stages:

 Development:
 The first stage in which the ideas for the film are created, rights to books/plays are acquired and the screenplay is written. Financing
 for the project has to be sought and obtained;

 Pre-Production:
 Arrangements and preparations are made for the shoot, such as hiring cast and film crew, selecting locations and constructing sets;

 Production:
 The raw footage and other elements for the film are recorded during the film shoot;

 Post-Production:
 The images, sound, and visual effects of the recorded film are edited and combined into a finished product; and

 Distribution:
 The completed film is distributed, marketed, and screened in cinemas and/or released to video or steaming services.

 Our
Strategy to Build Value

 Our
business strategy is to purchase and/or option "entertainment properties" ( e.g., book rights, screenplays, scripts,
 etc.). that have had some level of financial investment in the development stage before we acquire the entertainment property
where the initial owner or development team decided to stop development for financial or other reasons after making a substantial investment
in development. For this investment, we may share with the original team rights to revenue from the acquired entertainment properties.
This strategy will allow the Company to reduce our initial cash outlay when acquiring intellectual properties, allows us to allocate
more funds in moving the entertainment property up the filmmaking chain, gives us assistance and goodwill from the original development
team, and reduces our financial risks.

 Our
strategy requires us to make an informed assessment that our management team has the ability to move the script forward where the initial
team failed while allowing APHP to capitalize on the initial investment.

 We
seek to build value in our entertainment properties by many means, including the following:

 Hiring
 other qualified Writers Guild of America ("WGA") writers to further develop, polish, or re-write entertainment properties;

 Securing
 or attaching quality talent ( e.g., producers, director, actors, etc.);

 Determining
 pre-sales values;

 Securing
 some pre-sales (mostly in international markets);

 Securing
 financial and banking relations;

 Hiring
 a talent agency, retaining attorneys;

 Determining
 shooting locations, including the best place to obtain financial incentives and/or grants;

 Developing
 a comprehensive budget and devising financing strategy;

 Securing
 a completion bond; and

 Developing
 production and marketing materials ( e.g., look-book, location scouting, poster-design, etc.).

 Organizational
Structure

 At
present, the Company has no employees. We do, however, utilize the services of consultants. The Company is managed by its officers. Bannor
Michael MacGregor is the CEO, A. John Luessenhop, Jr. is the President, Donald J. Harris is the Secretary, Daniel Hirsch is the Treasurer,
and James H. Hayne is the Assistant Treasurer and the Assistant Secretary, all report to a Board of Directors. At present, only Bannor
Michael MacGregor is under a Consulting Agreement.

 Our
Offices

 The
Company maintains three virtual offices in New York, NY, Raleigh, NC, and Los Angeles, CA.

 Intellectual
Properties

 The
following overview concerns the intellectual property matters of our Company.

 Intellectual
properties and other proprietary rights are important to our business and can provide us with a competitive advantage. While the Company
uses reasonable efforts to protect its trade and business secrets, the Company cannot assure that its employees, consultants, contractors,
or advisors will not, unintentionally, or willfully, disclose the Company's trade secrets to competitors or other third parties.
In addition, courts outside the United States are sometimes less willing to protect trade secrets. We periodically review third-party
proprietary rights, including copywriting and copywriting applications, in an effort to avoid infringement on third-party proprietary
rights and protect our own, identify licensing or partnership opportunities and monitor the intellectual property claims of others. Any
infringement of the Company's proprietary rights could result in significant litigation costs, and any failure to adequately protect
could result in the Company's competitors offering similar products, potentially resulting in loss of a competitive advantage and
decreased revenue.

 Existing
copyright, trademark, and trade secret laws afford only limited protection. In addition, the laws of some foreign countries do not protect
the Company's proprietary rights to the same extent as do the laws of the United States. Litigation may be necessary in the future
to protect the Company's trade secrets or to determine the validity and scope of the proprietary rights of others. This litigation
could result in substantial costs and diversion of resources and could materially adversely affect the Company's future operating
results.

 We
own a portfolio of intellectual properties including the following screenplays: APHP owns 100% of the following titles and maintains
copyrights at the U.S. Copyright Office:

 THIEF
 written by Karl Gajdusek;

 ACE
 IN THE HOLE by Richard D'Ovidio;

 Three
 additional THIEF titles; and

 SPREAD
 THE WORD written by Michael Andrews.

 APHP
also owns a portion of the beneficial ownership to the feature film BUFFALOED. The Company maintains a CAMA (Cash Asset Management
Account) agreement with Fintage Collection Account Management, B.V. (a global film and television rights company that operates collection
services) which collects licensing revenue streams worldwide from distributors on behalf of either a film or show which are then allocated
to the respective CAMA participants, the beneficial owners of the film or show. APHP owns fifty percent (50%) of the IP of the feature
film titled BUFFALOED and thirty five percent (35%) of the revenues generated from the CAMA.

 Additionally,
APHP solely maintains option rights to:

 DEVIL'S
 HALF-ACRE written by Dashiell Luessenhop. These option rights expire in July 2024 with the ability to extend the option
 for an additional two (2) years. We are currently in pre-production of DEVIL'S HALF-ACRE including finalizing the script,
 hiring film crew, location scouting, determining equipment and finalizing the proposed budget. Additionally, on August 18 th,
 2023, APHP has acquired a Special Purpose Vehicle ("SPV") called Devil's Half-Acre Productions, LLC, for the specific
 purpose of producing the feature film. APH owns 100% of this SPV; and

 ASK
 CHRISTINE, a screenplay written by Danielle Silvie Gershberg. These option rights expire in March 2024 with the ability to extend
 the option for an additional two (2) years. We are currently in pre-production of ASK CHRISTINE including finalizing the script,
 hiring film crew, location scouting, determining equipment and finalizing the proposed budget. Additionally, APHP has established
 a subsidiary called Ask Christine Productions, LLC, for the specific purpose of producing the feature film. APH owns 100% of this
 subsidiary. The option for this screenplay expired in March 2024; however, the Company is currently in negotiations to extend this
 option right. The outcome of these negotiations is currently unknown; and

 MIDNIGHT'S
 DOOR, a screenplay written by Kirsten Elms. The option for this screenplay expired in February 2024; however, the Company is
 currently in negotiations to extend this option right. The outcome of these negotiations is currently unknown.

 While
we consider our intellectual properties to be assets, we do not believe that our competitive position is dependent primarily on our entertainment
properties or that our operations are dependent upon any single Entertainment Property. We nevertheless face intellectual property-related
risks. For more information on these risks, see "Risk Factors."

 Competition

 Our
business operates in highly competitive markets. We compete with companies within the film and media business, but ultimately our competition
includes all businesses that complete for consumer entertainment dollars, including travel, sporting events, outdoor recreation and other
cultural related activities.

 Entertainment
competitors include the major film and television studios, numerous independent motion picture and television production companies, television
networks, pay television services and digital media platforms.

 The
scope of the competition extends beyond consumer dollars to competing to acquire rights to literary and film properties, the services
of performing artists, directors, producers and other creative and technical personnel and production financing, all of which are essential
to the success of our entertainment businesses.

 In
addition, our motion pictures will compete for audience acceptance and exhibition outlets with motion pictures produced and distributed
by other companies. Likewise, we face significant competition from independent distributors as well as major studios. As a result, the
success of any of our business is dependent not only on the quality and acceptance of a particular project, but also on the quality and
acceptance of other competing content released into the marketplace at or near the same time, as well as on our ability to license and
produce content for the networks that is adequate in quantity and quality and will generate satisfactory subscriber levels.

 Given
such competition, we will attempt to operate with a different business model than others. We plan to emphasize a lower cost structure,
risk mitigation, reliance on financial partnerships and innovative financial strategies. Our cost structures will be designed to utilize
our flexibility and agility as well as the entrepreneurial spirit of our employees, partners and affiliates, in order to provide creative
entertainment content to serve diverse audiences worldwide.

 Many
of our anticipated competitors, such as those listed below, have substantially greater financial, technical, and other resources and
larger, more established marketing, sales and distribution systems than we have. Our success will depend, in part, on our ability to
develop our intellectual properties in a timely manner, achieve market acceptance of our future products, gain name recognition and a
positive reputation in the film industry, and establish successful marketing, sales and distribution efforts.

 2AM
 is a Los Angeles & New York based production and management company that specializes in supporting work from auteur driven filmmakers
and talent. The company was founded in 2020 by Christine D'souza Gelb, David Hinojosa, and Kevin Rowe, and was launched in strategic
partnership with A24 Films LLC, the Oscar-winning studio behind films such as EVERYTHING EVERYWHERE ALL AT ONCE and MOONLIGHT,
as well as the hit TV series EUPHORIA. Their website is: www.2am.com.

 Utopi
 is a film distribution and sales company that specializes in independent and documentary cinema. With a "filmmaker first"
approach, Utopia focuses on creating new theatrical and digital distribution opportunities, improving the direct-to-consumer experience,
and helping filmmakers maintain a global presence. Co-founded by filmmaker Robert Schwartzman and Cole Harper in 2018, Utopia has since
launched technology platform Altavod, which gives filmmakers more control, higher marketing ROI, and stronger data collection
tools than other platforms; and Utopia Originals, a division dedicated to the development, packaging, and sales of original film and
television content. Their website is: www.utopiadistribution.com.

 XTR
 is a premium global nonfiction entertainment studio. With a focus on audience appeal and a commitment to artistry, the award-winning
studio works with outstanding creators to produce, distribute, finance, and develop films, series, and podcasts. XTR has a world-class
production facility, XTR Studios, on the Eastside of Los Angeles that includes production and post-production facilities, a sound stage,
and recording studio. Since its inception in 2019, XTR has produced and financed over 80 documentaries, including THEY CALL ME MAGIC,
 on AppleTV+; MTV Documentary Films Oscar-nominated ASCENSION; and the Emmy and Peabody award-winning 76 DAYS. In 2021,
XTR launched DOCUMENTARY+, an AVOD platform and FAST channel that brings the best in nonfiction film and television to over 80 million
households in the U.S and nearly every country globally. Their website is:

 Employees

 At
present, the Company has no employees. We do, however, utilize the services of consultants. The Company is managed by its officers. Bannor
Michael MacGregor is the CEO, A. John Luessenhop, Jr. is the President, Donald J. Harris is the Secretary, Daniel Hirsch is the Treasurer,
and James H. Hayne is the Assistant Treasurer and the Assistant Secretary, all report to a Board of Directors. At present, only Bannor
Michael MacGregor is under a Consulting Agreement.

 Smaller
Reporting Company

 The
Company is a "smaller reporting company" as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available
to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section
404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of
audited financial statements, instead of three years. As long as we maintain our status as a "smaller reporting company",
these exemptions will continue to be available to us.

 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 prospectus 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.

 Risks
Related to Our Company

 We
have had losses, and we cannot assure future profitability.

 We
have reported operating losses for fiscal years 2022 and 2023. Our accumulated deficit was approximately $5.0 million at December 31,
2023. 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.

 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 television 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 television production costs often exceed their budget, sometimes significantly. The production, completion
and distribution of motion pictures and television 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 television 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.

 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
costs and marketing costs are rising at a faster rate than increases in either domestic admissions to movie theatres or admission ticket
prices, leaving us more dependent on other media, such as home video, television and foreign markets, and new media. If we cannot successfully
exploit these other media, it could have a material adverse effect on our business, results of operations or financial condition.

 Our
revenues and results of operations may fluctuate significantly.

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.

 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 television 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 television
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.

 In
addition, because a motion picture's performance in ancillary markets, such as home video and pay and free television, is often
directly related to its box office performance or television ratings, poor box office results or poor television ratings may negatively
affect future revenue streams. Our success will depend on the experience and judgment of our management to select and develop new investment
and production opportunities. We cannot make assurances that our motion pictures will obtain favorable reviews or ratings, that our motion
pictures will perform well at the box office or in ancillary markets or that broadcasters will license the rights to broadcast any of
our television programs in development or renew licenses to broadcast programs in our library. The failure to achieve any of the foregoing
could have a material adverse effect on our business, results of operations and financial condition.

 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 television 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 television 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 television 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. The entertainment industry in general and the motion picture industry
in particular continue to undergo significant technological developments, including video-on-demand. This rapid growth of technology
combined with shifting consumer tastes could change how consumers view our motion pictures and television programs. For example, an increase
in video-on-demand could decrease home video rentals. Other larger entertainment distribution companies will have larger budgets to exploit
these growing trends. We cannot predict how we will financially participate in the exploitation of our motion pictures and television
programs through these emerging technologies or whether we have the right to do so for certain of our library titles. If we cannot successfully
exploit these and other emerging technologies, it could have a material adverse effect on our business, results of operations or financial
condition.

 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
agreements. The loss of services of any key employees could have a material adverse effect on our business, results of operations or
financial condition.

 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.

 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 Pink. 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.

 All
common shares are entitled to one vote per share, and participate in any distributions or dividends that may be declared by the Board
of Directors. As of March 13, 2024, the Company has 1,000,000,000 common shares authorized of which 109,865,991 shares are issued and
outstanding. As of March 13, 2024 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, 3,829 Series A preferred
shares are issued and outstanding, and no other preferred shares have been designated or issued. The Series A preferred shares do not
have any rights to dividends; however, 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. Further, 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 also hold a first position lien against all of the Company's assets including but not limited
to the Company's intellectual property. The Preferred shares do not have any specific redemption rights or sinking fund provisions.
Hence, the current holder (our Chief Executive Officer and Chairman of the Board of Directors, Bannor Michael MacGregor) of the 3,829
Series A preferred shares that are currently issued and outstanding, has the ability to control the election of Board members and other
Company matters that require shareholder votes. Further, Mr. MacGregor has the ability to convert his 3,829 Series A preferred shares
into 382,900,000 common shares, thereby retaining control of the Company for the foreseeable future even without owning the Series A
preferred shares.

 Our
Chief Executive Officer and Chairman 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 Chairman of the board of Directors, Bannor Michael MacGregor, is the beneficial owner of 28,792,341
shares of common stock, which controls 25.16% of the outstanding common voting shares. Mr. MacGregor is the owner of 100% of the
Company's 3,829 shares of issued and outstanding Series A preferred stock. The Company's Series A preferred shares have
voting rights equal to 1,000,000 votes per each one share. As such, Mr. MacGregor has voting rights equal to 3,856,879,358 shares of
common stock, representing 97.92 % of voting rights, and thus 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.

 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;

 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.

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.

 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 Chairman 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 Chairman of the board of Directors, Bannor Michael MacGregor, is the beneficial owner of 28,792,341
shares of common stock, which controls 26.21% of the outstanding common voting shares. Mr. MacGregor is the owner of 100% of the
Company's 3,829 shares of issued and outstanding Series A preferred stock. The Company's Series A preferred shares have
voting rights equal to 1,000,000 votes per each one share. As such, Mr. MacGregor has voting rights equal to 3,857,129,358 shares of
common stock and thus 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.

Michael MacGregor, Chairman 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 26.21% of the Company's
common shares. Additionally, Mr. MacGregor owns 3,829 Series A Preferred Shares that have voting rights equivalent to 3,829,000,000 common
shares.

 We
are dependent on the continued services of our Chairman and CEO, and our President, 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 Chairman/CEO, Bannor Michael MacGregor and President, A. John Luessenhop, Jr., 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.

 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.

 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.

 If
we are unable to successfully manage growth, our operations could be adversely affected.

 Our
progress is expected to require the full utilization of our management, financial and other resources. Our ability to manage growth effectively
will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit,
train and manage personnel. There can be no absolute assurance that management will be able to manage growth effectively.

 If
we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions
in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability
to meet customer demand in a timely and efficient manner could be challenged. We may also experience development delays as we seek to
meet increased demand for our services and platform. Our failure to properly manage the growth that we or our industry might experience
could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business,
our cash flow and results of operations, and our reputation with our current or potential customers.

 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.

 Not

 ITEM
1 C. CYBERSECURITY

 We
recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats. These risks include,
among other things: operational risks, intellectual property theft, fraud and extortion. As we are a developing company, we currently
do not have any employees or computer networks. Currently, in the anticipation of growth, we are formulating a cybersecurity program
built on operations and compliance foundations. Operations focus on continuous 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 to protect the integrity, confidentiality, accessibility, and availability of company data stored, processed, or
transferred.

 Our
corporate cybersecurity program is being designed by our IT consultant who is responsible for our overall information security strategy,
policy, security engineering, operations and cyber threat detection and response. Our consultant has extensive information technology
and program management experience. Our IT consultant reports to our chief executive officer.

 Our
cybersecurity risk management program will seek to:

 Help
 identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

 Manage
 our (1) cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

 Utilize
 external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;

 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.

 Our
Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity
and other information technology risks. The Audit Committee oversees management's implementation of our cybersecurity risk management
program.

 ITEM
2. PROPERTIES

 The
Company maintains three virtual offices in New York, NY, Raleigh, NC, and Los Angeles, CA.

 ITEM
3. LEGAL PROCEEDINGS

 We
may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business.
These matters may include product liability, intellectual property, employment, personal injury cause by our employees, and other general
claims. Aside from the following, we are not presently a party to any legal proceedings that, in the opinion of our management, are likely
to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense
and settlement costs, diversion of management resources and other factors.

 Pending
Legal Proceeding(s).

 Randall
S. Sprung v. Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc. – Supreme Court of New York, County
of Kings, Index No.: 504677/2019

 This
action instituted by Randall Sprung against the Defendants on March 4, 2019, to recover monies he alleges are owed by Defendants (Counter-Plaintiffs)
pursuant to written agreements to purchase shares and to provide consulting services between the parties. Defendants Bannor Michael MacGregor
and Life Design Station International, Inc. ("LDSI") (Counter-Plaintiffs) have filed counterclaims to recover damages they
have incurred as a direct result of Sprung's failure to properly perform his obligations and duties under the written agreement
between the parties.

 In
February 2022, Plaintiff Sprung passed away. On May 25, 2023, the Court entered an Order substituting David Sprung, as Administrator
of the Estate of Randall S. Sprung, for Randall S. Sprung as Defendant in the action.

 While
the case was filed in March 2019, due to the COVID-19 pandemic and the death of the Plaintiff, it is still in the preliminary stages.
The Defendants will continue to pursue their counterclaims and to defend against Plaintiff's claims vigorously.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not

 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 Pink under the symbol "APHP". On March 13, 2024, the highest
trade was for $0.2520 and the low was $ 0.2520. 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, 2023:

 $
 0.490

 $
 0.072

 First Quarter

 $
 0.485

 $
 0.072

 Second Quarter

 $
 0.490

 $
 0.200

 Third Quarter

 $
 0.414

 $
 0.112

 Fourth Quarter

 $
 0.350

 $
 0.210

 Fiscal year ended December 31, 2022:

 $
 0.200

 $
 0.023

 First Quarter

 $
 0.170

 $
 0.045

 Second Quarter

 $
 0.090

 $
 0.030

 Third Quarter

 $
 0.100

 $
 0.023

 Fourth Quarter

 $
 0.200

 $
 0.023

 Fiscal year ended December 31, 2021:

 $
 1.230

 $
 0.002

 First Quarter

 $
 0.175

 $
 0.030

 Second Quarter

 $
 0.270

 $
 0.075

 Third Quarter

 $
 1.230

 $
 0.002

 Fourth Quarter

 $
 0.190

 $
 0.021

 Holders

 As
of March 13, 2024 we had 330 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.

 Equity
Compensation Plan Information

 In
January 2023, the Company adopted the American Picture House Corporation 2023 Directors, Employees and Advisors Stock Incentive and Compensation
Plan ("the Plan"). The Plan shall be administered by the Board of Directors and may grant options to purchase shares of the
authorized but unissued Common Stock of the Company, which options may be either incentive stock options or nonqualified stock options.
The maximum number of shares of stock which may be issued for stock awards or stock options granted under the Plan is 10,000,000 shares
of Common Stock. If any outstanding options expire for any reason, terminate, or forfeit, the shares or share not exercised may again
be granted. On January 11, 2024, the Board of Directors approved the grant of 5,083,471 options to advisors and members of the Board
of Directors.

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 13, 2024, there were 109,865,991 common shares issued and outstanding and 3,864 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).

 ITEM
6. [RESERVED]

 Not
Applicable.

 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.

Picture House Corporation plans to be a premiere entertainment company with a focus on feature films, limited series, and content-enhancing
technologies. APHP is managed by astute financiers and supported by seasoned creatives. The Company plans to partner with top filmmakers,
showrunners, content developers, and strategic technology partners to develop, package, finance, and produce high-quality feature films
and shows with broad-market appeal. The Company's management and advisors have relationships with major studios, Streamers, leading
talent agencies, and proven foreign sales companies, which will empower the Company to offer A-list creatives (and convincing up-and-comers)
 the opportunity to partner with a financier/producer that values passion and imagination and understands profitability. The Company
plans to specialize in mid-budgeted productions where more than 100% of the budget can be collateralized by a film's or show's
intellectual property ('IP"), unsold licensing sales projections, pre-sold licensing contracts, incentive agreements, tax
rebates, and grants. The Company's management and advisors will use these assets to limit risk and guarantee greater profitability.
The Company will strive to become synonymous with creative ability, financial sophistication, and leading-edge technology. The Company
has optioned IP with the intent to co-finance and co-produce feature films and limited series shows. The Company intends to embrace the
ever-evolving technologies that service the industry including innovative artificial intelligence ("AI") tools and models.

 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 $1.4 million and $86,000 for the years ended December 31, 2023 and 2022, respectively.
As of December 31, 2023, we had an accumulated deficit of approximately $5.0 million. We expect to continue to incur significant expenses
and increasing operating losses until we begin receiving revenue from the distribution of our film properties. 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.

 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.

 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

and Administrative Expenses

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 product candidates. 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.

 Bad
Debt Expense. Bad debt expense reflects amounts recorded as a reserve for accounts receivable where management had subsequently determined
collectability is uncertain or improbable.

 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.

 Results
of Operations

 Year
Ended December 31, 2023 Compared to Year Ended December 31, 2022

 The
following table summarizes our results of operations for the years ended December 31, 2023 and 2022:

 Years Ended December 31,

 2023

 2022

 Change $

 $
 201,059

 $
 461,174

 $
 (260,115
)

 Cost of revenues

 36,701

 131,722

 (95,021
)

 164,358

 329,452

 (165,094
)

 Operating Expenses:

 General and administrative

 1,511,532

 409,290

 1,102,242

 Research and development

 11,416

 -

 11,416

 Sales and marketing

 6,119

 -

 6,119

 Total Operating Expenses

 1,529,067

 409,290

 1,119,777

 Net operating income (loss)

 (1,364,709
)

 (79,838
)

 (1,284,871
)

 Other Income (Expenses):

 Interest income

 4,618

 2,077

 2,541

 Interest expense

 (6,227
)

 (7,995
)

 1,768

 Net Other Income (Expenses)

 (1,609
)

 (5,918
)

 4,309

 Income (loss) before income taxes

 (1,366,318
)

 (85,756
)

 (1,280,562
)

 Income taxes

 -

 -

 -

 Net income (loss)

 $
 (1,366,318
)

 $
 (85,756
)

 $
 (1,280,562
)

the years ended December 31, 2023 and 2022, the Company reported revenues of approximately $201,000 and $461,000, respectively. Approximately,
$32,000 and $250,000 of the 2023 and 2022, respectively, of revenue relates to revenues generated from the licensed film Buffaloed.
The remainder of the 2022 2023 revenues comes from contracts with customers for consulting services and from the licensing and distribution
of film and other entertainment rights.

 Cost
of Revenues

 Cost
of revenues for the years ended December 31, 2023 and 2022, were approximately $37,000 and $132,000 respectively. Approximately $130,000
of the 2022 costs related to expenses associated with revenues generated from the licensed film Buffaloed. The remainder of the
2023 expenses and the 2022 expenses consist of 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.

and Administrative Expenses

and administrative expenses for the year ended December 31, 2023, were approximately $1.5 million, compared to approximately $409,000
for the year ended December 31, 2022. The net increase of approximately $1.1 million in general and administrative expenses primarily
relates to a $771,000 increase in legal and professional fees principally related to becoming an SEC registrant and legal matters; approximately
$194,000 of bad debt expense; $33,000 related to new directors and officers insurance; $39,000 of higher travel expenses; and $35,000
of increased investor relations expenses. We expect to see further increases as we grow our operations in future periods.

 Other
Income (Expense)

 Interest
Income. Interest income for the years ended December 31, 2023 and 2022 was approximately $5,000 and $2,000, respectively, and consisted
of interest earned on invested cash balances.

 Interest
Expense. Interest expense for the years ended December 31, 2023 and 2022 was approximately $6,000 and $8,000, respectively, and was
primarily related to our Economic Injury Disaster Loan ("EIDL ") and working capital loans.

 Liquidity
and Capital Resources

 As
indicated in the accompanying financial statements, we had an accumulated deficit of approximately $5.0 million, incurred a net loss
of approximately $1.4 million and cash outflow from operations of approximately $1.1 million as of and for the year ended December 31,
2023. 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.

 Since
our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable
future as we advance the preclinical and, if successful, the clinical development of our programs. To date, we have funded our operations
with proceeds from sales of Common Stock and borrowings under convertible promissory notes. As of December 31, 2023, we had cash and
cash equivalents of $204,000.

 Operating
Activities

the year ended December 31, 2023, operating activities used approximately $1.1 million of cash, primarily resulting from our net loss
of approximately $1.4 million, partially offset by non-cash charges of approximately $353,000.

the year ended December 31, 2022, operating activities provided approximately $5,000 of cash, primarily resulting from our net loss of
approximately $86,000, partially offset by non-cash charges of approximately $25,000 and net cash provided by changes in our operating
assets and liabilities of $64,000.

 Investing
Activities

the year ended December 31, 2023, net cash used by financing activities was approximately $162,000. 2034 investing activities included
$89,000 related to film production and $73,000 investment in intangible assets

the year ended December 31, 2022, net cash used by financing activities was $121,000 principally related to film production activities.

 Financing
Activities

the year ended December 31, 2023, net cash provided by financing activities was approximately $1.467 million, derived primarily from
stock sales. Additionally, during 2023 the Company borrowed and repaid $178,500 from Mr. MacGregor under a working capital borrowings arrangement.

the year ended December 31, 2022, net cash provided by financing activities was approximately $46,500, consisting primarily of $46,500
of net borrowings under a related party working capital working capital note.

 Funding
Requirements

 We
expect our expenses to increase substantially in connection with our ongoing film development and production activities. In addition,
transition from the OTC markets to an SEC registrant will increase our reporting and compliance cost.

 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.

 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

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

 ITEM
8. CONDENSED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Report of Independent Registered Public Accounting Firm

 Condensed Balance Sheets as of December, 2023 and December 31, 2022

 Condensed Statements of Operations for the Years Ended December 31, 2023 and December 31, 2022

 Condensed Statement of Changes in Stockholders' Deficit for the Years Ended December 31, 2023 and December 31, 2022

 Condensed Statement of Cash Flows for the Years Ended December 31, 2023 and December 31, 2022

 Notes to the Condensed Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To
the shareholders and the board of directors of American Picture House Corporation

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of American Picture House Corporation as of December 31, 2023 and 2022, the
related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes
(collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its
cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue
as a going concern. The 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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
audit 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 audit 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 audit provides
a reasonable basis for our opinion.

 Critical
Audit Matter

 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.

 We
determined that there are no critical audit matters.

 /S/
 BF Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2022

 Lakewood,
CO

 March

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 December 31, 2022

 ASSETS

 Current Assets

 Cash and cash equivalents

 $
 203,971

 $
 31,573

 Accounts receivable

 31,948

 344,924

 Prepaid expenses

 29,185

 32,862

 Receivable - related party

 1,349

 Other receivables

 -

 Total Current Assets

 266,453

 409,776

 Produced and licensed content costs

 210,633

 121,355

 Intangible assets, net of accumulated amortization of $ 1,000

 71,864

 -

 IMM loans receivable, net of allowance of $ 366,387

 -

 -

 TOTAL ASSETS

 548,950

 531,131

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities

 Accounts payable and accrued expenses

 90,377

 273,699

 Payable to related parties

 -

 130,000

 Deferred revenue, current portion

 -

 35,000

 Interest payable - EIDL loan

 11,580

 10,288

 Total Current Liabilities

 101,957

 448,987

 Economic injury disaster loan, non-current

 149,900

 149,900

 Total Liabilities

 251,857

 598,887

 Stockholders' Equity (Deficit):

 Common Stock $ 0.0001 par value. 1,000,000,000 authorized. 109,790,991 and 100,735,159 issued and outstanding as of December 31, 2023 and 2022, respectively.

 471,569

 470,673

 Preferred Stock $ 0.0001 par value. 1,000,000 authorized. 3,829 issued and outstanding as of December 31, 2023 and 2022.

 -

 -

 Additional paid in capital

 4,847,220

 3,116,949

 Accumulated deficit

 ( 5,021,696
)

 ( 3,655,378
)

 Total Stockholders' Equity (Deficit)

 297,093

 ( 67,756
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 548,950

 $
 531,131

 The
accompanying notes are an integral part of these audited consolidated financial statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For
the years ended December 31, 2023 and 2022

 2023

 2022

 $
 201,059

 $
 461,174

 Cost of revenues

 36,701

 131,722

 Gross profit

 164,358

 329,452

 Operating Expenses:

 General and administrative

 1,511,532

 409,290

 Research and development

 11,416

 -

 Sales and marketing

 6,119

 -

 Total Operating Expenses

 1,529,067

 409,290

 Net Operating Loss

 ( 1,364,709
)

 ( 79,838
)

 Other Income (Expenses):

 Interest income

 4,618

 2,077

 Interest expense

 ( 6,227
)

 ( 7,995
)

 Net Other Income (Expenses)

 ( 1,609
)

 ( 5,918
)

 Loss before income taxes

)

)

 Income taxes

 -

 -

 Net loss

 $
)

 $
)

 Net loss per common share - Basic and Diluted

 $
 ( 0.01
)

 $
 ( 0.00
)

 Weighted average shares used in per share computation - Basic and Diluted

 104,116,589

 98,485,159

 The
accompanying notes are an integral part of these audited consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 For
the years ended December 31, 2023 and 2022

 Par Value

 Amount

 Capital

 Deficit

 (Deficit)

 Common Stock

 Preferred Stock

 Additional Paid In

 Accumulated

 Total Stockholders' Equity

 Par Value

 Amount

 Capital

 Deficit

 (Deficit)

 Balance, December 31, 2021

 95,735,159

 $
 470,173

 3,829

 $
 -

 $
 2,792,449

 $
 ( 3,569,622
)

 $
 ( 307,000
)

 Conversion of debt and accrued interest to Preferred Stock

 3,000,000

 -

 -

 299,700

 -

 300,000

 Common stock issued for services

 2,000,000

 -

 -

 24,800

 -

 25,000

 Net Loss

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2022

 100,735,159

 $
 470,673

 3,829

 $
 -

 $
 3,116,949

 $
 ( 3,655,378
)

 $
 ( 67,756
)

 Balance

 100,735,159

 $
 470,673

 3,829

 $
 -

 $
 3,116,949

 $
 ( 3,655,378
)

 $
 ( 67,756
)

 Conversion of accrued liabilities totaling $ 105,000 into options to purchase 1,160,221 shares of Common Stock

 -

 -

 -

 -

 105,000

 -

 105,000

 Common stock issued for services

 833,334

 -

 -

 158,250

 -

 158,333

 Issuance of Common Stock

 8,222,498

 -

 -

 1,467,021

 -

 1,467,834

 Net Loss

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2023

 109,790,991

 $
 471,569

 3,829

 $
 -

 $
 4,847,220

 $
 ( 5,021,696
)

 $
 297,093

 Balance

 109,790,991

 $
 471,569

 3,829

 $
 -

 $
 4,847,220

 $
 ( 5,021,696
)

 $
 297,093

 The
accompanying notes are an integral part of these audited consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For
the years ended December 31, 2023 and 2022

 2023

 2022

 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

 193,932

 -

 Common Stock issued for services

 158,333

 25,000

 Amortization expense

 1,000

 -

 Change in operating assets and liabilities:

 Accounts receivable

 119,044

 ( 344,924
)

 Prepaid expenses

 3,677

 ( 24,562
)

 Other receivables

 ( 347
)

 Receivables - related party

 ( 1,279
)

 ( 70
)

 Accounts payable and accrued expenses

 ( 78,322
)

 264,884

 Payable to related party

 ( 130,000
)

 130,000

 Interest payable - related parties

 -

 Interest payable - EIDL loan

 1,292

 5,622

 Interest payable

 1,292

 5,622

 Deferred revenue

 ( 35,000
)

 35,000

 Net Cash Flows from Operating Activities

 ( 1,133,294
)

 5,139

 Cash Flows from Investing Activities:

 Produced and licensed costs

 ( 89,278
)

 ( 121,355
)

 Intangible assets

 ( 72,864
)

 -

 Net Cash Flows from Investing Activities

 ( 162,142
)

 ( 121,355
)

 Cash Flows from Financing Activities:

 Proceeds from debt borrowings - related parties

 178,500

 115,260

 Repayment of debt borrowings - related parties

 ( 178,500
)

 ( 68,760
)

 Proceeds from sale of Common Stock

 1,467,834

 -

 Net Cash Flows from Financing Activities

 1,467,834

 46,500

 Net Increase in Cash and Cash Equivalents

 172,398

 ( 69,716
)

 Cash and Cash Equivalents, Beginning of Period

 31,573

 101,289

 Cash and Cash Equivalents, End of Period

 $
 203,971

 $
 31,573

 Non-cash Financing and Investing Activities:

 Conversion of accrued expenses into options to purchase Common Stock

 $
 105,000

 $
 -

 Conversion of note payable to related parties and accrued interest to Common Stock

 $
 -

 $
 300,000

 Common Stock issued for services

 $
 158,333

 $
 25,000

 The
accompanying notes are an integral part of these audited consolidated financial statements.

 F- 6

Picture House Corporation

 Notes
to Financial Statements

 For
the Years Ending December 31, 2023 and 2022

 NOTE
1 – Organization And Description Of Business

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's year-end is December 31.

 NOTE
2 – Summary Of Significant Aaccounting 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
condensed consolidated financial statements of the Company include the accounts of American Picture House Corporation and its 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, 2023, the Company had working capital of $ 164,496 and an accumulated deficit of $ 5,021,696.

 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 $ 250,000 and $ 500,000, respectively. The Company has not experienced any losses to date resulting from this policy.

 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, 2023, 100 % of accounts receivable were due from the BUFFALOED CAMA (see
 Assigned Rights to feature film, BUFFALOED below).As of December 31, 2022, approximately 10 %, 17 %, and 72 % of accounts receivable
were due from three customers, including $ 35,000 from one related party (see Ribo Media in Note 10 – Related Party Transactions)
and $ 249,000 from the BUFFALOED CAMA. In 2023, the Company wrote off $ 193,932 of receivables as bad debt based on a review of
the customer's ability to pay, the customer's Managing Director resigning, and the customer ceasing operations. There was
 no bad debt expense and no additional allowance for doubtful accounts for the years ended December 31, 2023 and 2022.

 SCHEDULE OF ACCOUNTS RECEIVABLE

 December 31, 2022

 Accounts receivable, trade

 $
 -

 $
 60,000

 Accounts receivable, related party

 -

 35,000

 Accounts receivable, CAMA

 31,948

 249,924

 Accounts
 receivable

 $
 31,948

 $
 344,924

 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, 2023 and 2022, the Company recorded no additions to its allowance for doubtful accounts.

 Prepaid
expenses

 At
December 31, 2023, 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 $ 29,185 and $ 32,862 in prepaid expenses December
31, 2023 and 2022, respectively.

 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

 Films in development and pre-production stage

 $
 210,633

 $
 210,633

 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, television, 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 television 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 television 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 television 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 television rights. The cost
of the Media Networks' third-party licensed content and produced content is allocated between the pay television market distributed
by the Media Networks' segment and the ancillary revenue markets (e.g., home video, digital platforms, international television,
etc.) distributed by the Television Production segment based on the estimated relative fair values of these markets. Our estimates of
fair value for the pay television and ancillary markets and windows of exploitation involve uncertainty and management judgment.

 F- 9

 Amortization.
 The cost of program rights for films and television 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, 2023 and 2022, 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.

 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 television programs
related to the Motion Picture and Television 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 television program or film group. The fair value of any film costs associated with a film or television 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 television programs may be required as a consequence of changes in management's future revenue
estimates.

 F- 10

 Assigned
rights to the feature film, BUFFALOED. On November 10, 2022, the Company obtained certain limited rights to the feature film
 BUFFALOED. On December 1, 2022, the Cash Asset Management Agreement ("CAMA") was signed by all parties. The assigned
rights granted the Company a secured position of a one million three hundred eighty-thousand-dollar ($ 1,380,000.00 USD) receivable against
the film's revenues as per the film's Cash Asset Management Agreement ("CAMA") and a 35 % share of the profits
generated thereafter. In December 2022, subsequent to and contingent on the CAMA being signed, the Company received notice that it would
receive $ 249,924 under the CAMA. As of December 31, 2023 and 2022, the Company had recognized $ 249,924 of revenue under this arrangement
representing the amount whose collection was deemed probable. The assets acquired include:

 Bold
Crayon's (BC's) ownership in the feature film "BUFFALOED" inclusive of:

 BC's
 ownership rights in BUFFALOED as per the agreements between BC and Lost City Inc ("Lost City"), the Co-Finance/ Co-Production
 Agreement dated July 10th, 2018.

 A
 secured position of a one million three hundred eighty-thousand-dollar ($ 1,380,000 USD) receivable against the film's revenues
 as per the film's Cash Asset Management Agreement ("CAMA").

 A
 thirty-five percent ( 35 %) beneficial ownership interest as per the film's CAMA.

 Title
and all copyrights to "THIEF" (including five titles) (U.S. Copyright #: V9968D472 (2019)), BC will transfer such
copyrights to APHP and APHP will file the necessary documents with the U.S. Library of Congress to effectuate such transfer; and

 Title and copyright to "SPREAD THE
WORD" (U.S. Copyright #: V9968D474 (2019)) BC will transfer such copyrights to APHP and APHP will file the necessary documents
with the U.S. Library of Congress to effectuate such transfer.

 The
terms of the above agreement to purchase the BC assets include:

 As
consideration for the BC Assets being acquired by APH hereunder, APH shall pay to Bold Crayon the below purchase price (the "Purchase
Price"):

 APHP
 provided a promise in the form of a contingent promissory note to pay BC the first one hundred thirty thousand dollars ($ 130,000.00
 USD) that APHP collects from the BUFFALOED receivable;

 APHP
 will deliver one Preferred Share to BC for each ten thousand dollars ($ 10,000.00 USD), in value paid to the APHP from the BUFFALOED
 receivable above the one hundred thirty thousand dollars ($ 130,000.00 USD), not to exceed one hundred twenty-five ( 125) Preferred
 Shares.

 APHP
 designated Bold Crayon as an APHP content development partner ("Content Partner").

 APHP
 will provide Co-producer agreements to Bold Crayon when applicable.

2019, Magnolia Pictures acquired the distribution rights to BUFFALOED and released the movie on February 14, 2020. In evaluating
the fair value of the rights acquired and consideration incurred, management evaluated the likelihood of future receivables to be derived
from the November 10, 2022 acquisition of rights under BUFFALOED, the Company recorded the assumed liability of $ 130,000. At the
time the agreement was signed, no value was assigned to the receivable as the amount was not known or able to be estimated and the timing
of any future payments, if any, were not know. Subsequently, in late December, 2023 the Company was notified by Fintage House (the collection
account manager of the CAMA), that the Company would receive an initial payment of $ 249,924. Due to uncertainties of any future revenue,
if any, no value was assigned to any potential future revenues.

 F- 11

 IMM
Technology License and Related Advances and Loans – The Company is the holder of a perpetual Master License to technologies
being developed by Vastech Holdings LTD (U.K. Company Number: 08312665) ("Vastech") specifically referred to as "Inverse
Magnetic Motor", an electric motor technology intended for the automotive industry (the "IMM Technology"). The license
covers the North American territories (individually and collectively, the "IMM Target Markets") and is for select target
markets including electric vehicles, electric 2/3-wheelers, and medium duty/heavy duty electric vehicles. The license entitles the Company
to issue sub- licenses to its licensees and/or key partners. The Master License grants certain rights to the Company including but not
limited to the Company having the right to develop its own patents and/or products based on the IMM technology independently and/or with
others and to integrate such technologies into motors for sale in the IMM Target Markets. The Company may also passalong these rights
which may be wholly and/or partially assigned to licensees and/or key partners if such is deemed appropriate by the Company. In conjunction
with the grant of this license to the Company by Vastech, the Company in its sole discretion, which may be withheld at any time, shall
initially pay up to one million six hundred thousand pounds ( 1,600,000) to Vastech in advances against future licensing royalties
("the IMM Advances''). The IMM Advances will be treated as loans with a maximum term not to exceed one year and will
carry an annual interest rate of six percent ( 6 %) (the "Loans") which shall be made by the Company to Vastech until such
time as Vastech validates its technology sufficiently to the Company, its licensees, and key partners. Acceptance of validation of the
technology will be at the sole discretion of the Company which may be withheld for any reason and/or for no reason. If in the event Vastech
does not validate its technology, or the Company does not accept such Validation within one year of making such IMM Advances, such will
be considered IMM Loans and will become fully due and payable immediately. Vastech agrees to immediately repay the Company for all such
IMM Advances and/or IMM Loans upon demand from the Company to Vastech that such repayments must be made. Once the Company accepts validation,
the IMM Loans shall convert to IMM Advances; but, not before such acceptance of Validation has been delivered by the Company to Vastech
in writing.

 In
December 2021, management of the Company re-evaluated the $ 266,387 IMM Loans Receivable and, in managements' opinion, determined
that this receivable should be fully reserved by an allowance for uncollectible accounts. Further, the Company has substantial doubt
that VASTECH and/or its successors and affiliates will successfully commercialize the licensed technology. The license is carried on
the Company's balance sheets at December 31, 2023 and 2022 at $ 0.

 Intangible
assets

 The
Company's intangible assets include in-service and under-development websites and licensed internal use software. During the year
ended December 31, 2023 the Company developed an external website that was placed in service during the third quarter of 2023. Additionally,
during the fourth quarter of 2023 the Company began developing additional aspects of its website that are expected to go live in the first
quarter of 2024. During the fourth quarter of 2023, the Company licensed rights to new internal use software that is expected to be placed
in service during the first quarter of 2024.

 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.

 Through
December 31, 2023, 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 to clients that has not yet been earned, pursuant to agreements entered into in current and prior
periods. As of December 31, 2023 and 2022, total net deferred revenue was $ 0 and $ 35,000, respectively.

 F- 12

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 2023 revenues were derived from a single customer. Approximately 13 %, 33 %, and 54 % of 2022 revenues were derived from three customers.

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 television 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.

 The
cost of services includes only those costs directly related to the services being rendered. For the 2022 period, a majority of the consulting
services were performed by the Company's CEO, Mr. MacGregor, who as described in Note 3 was providing the Company with financing
and, as a result, did not receive any separate current or deferred compensation for these services. Due to Mr. MacGregor's limited
annual compensation of $ 5,000 per month in the first half of 2023 and $ 0 in 2022, any allocation of time to these services would have
been immaterial. 2022 included $ 131,722 of cost of goods, $ 130,000 was to Bold Crayon related to CAMA assignment noted above. CAMA agreement
income totaled $ 0 and $ 249,924 for the years ended December 31, 2023 and 2022, respectively.

 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.

 F- 13

 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.

 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 8 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.

 F- 14

 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 ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

 December 31, 2022

 Convertible Preferred Stock

 382,900,000

 382,900,000

 382,900,000

 382,900,000

 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 one operating and reporting segment.

 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, 2023, the Company has an accumulated deficit of approximately $ 5.0 million and incurred a net loss of $ 1.4 million
in 2023. These factors, among others, raise doubt about the Company's ability to continue as a going concern. The accompanying
financial statements do not include adjustments to reflect the possible future effects on the recoverability and classification of assets
or the amounts and classification of liabilities that may result from an inability of the Company to continue as a going concern.

 The
Company has a limited operating history, which makes it difficult to evaluate current business and future prospects. During 2023, the
Company reported $ 169,111 of service revenues, down from $ 461,174 in 2023 and no revenues in 2021 and 2020. Management expects the Company
to incur further losses in the foreseeable future due to costs associated with content acquisition and production, the cost of on-going
litigation, and costs associated with being a public company. There can be no assurance that our operations will ever generate sufficient
revenues to fund continuing operations, or that we will ever generate positive cash flow from our operations, or that we will attain
or thereafter sustain profitability in any future period. To mitigate this situation, the Company has a loan agreement with the Company's
CEO/President to fund its month-to-month cash flow needs. During 2023, the Company borrowed $ 178,500 from and repaid $ 178,500 to Mr.
MacGregor pursuant to a master loan agreement that is due and payable in 2024. The master note agreement accrues interest at a rate of
 4.4 % due and payable in a lump sum upon maturity of the obligation. This note is not convertible.

 F- 15

 NOTE
4. Intangible Assets

 The
identifiable intangible assets consist of the following assets:

 SCHEDULE OF INTANGIBLE ASSETS

 December 31, 2022

 Website placed in service

 $
 9,000

 $
 -

 Website - under development

 42,000

 -

 Software – predeployment

 21,684

 -

 Intangible
 assets, gross

 72,684

 -

 Accumulated amortization

 ( 1,000
)

 -

 Intangible
 assets, net

 $
 71,684

 $
 -

 There
were no impairment charges associated with the Company's identifiable intangible assets during the years ended December 31, 2023
and 2022.

 Amortization
expense recorded in the accompanying consolidated statements of operations was $ 1,000 for the year ended December 31, 2023. The Company
did not own any intangible assets during the year-ended December 31, 2022.

 Note
5 – Income Taxes

 The
components of our deferred tax assets are as follows:

 SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS

 2023

 2022

 Deferred tax assets:

 Net operating loss carryforwards

 $
 514,000

 $
 195,000

 Less valuation allowance

 ( 514,000
)

 ( 195,000
)

 Net deferred tax assets

 $
 -

 $
 -

 The
benefit of income taxes for the years ended December 31, 2023 and 2022 consist of the following:

 SCHEDULE OF BENEFIT OF INCOME TAXES

 2023

 2022

 U.S. federal

 Current

 $
 -

 $
 -

 Deferred

 -

 -

 State and local

 Current

 -

 -

 Deferred

 -

 -

 Valuation allowance

 -

 -

 Income tax provision (benefit)

 $
 -

 $
 -

 F- 16

 At
December 31, 2023, the Company has federal and state net operating loss carryforwards of approximately $ 65,000 of losses that begin to
 expire in 2037. Beginning in 2018, net operating losses generated for federal purposes will no longer expire. As of December 31, 2023,
the amount of federal net operating loss carryforwards that do not expire is approximately $ 449,000. Realization of the deferred tax
assets is dependent on the Company's ability to generate sufficient taxable income.

 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
6 – Notes Payable

 Note
Payable – Related Party

 On
March 31, 2022, the Company agreed to exchange $ 299,401 in debt obligations to Michael MacGregor, the Company's CEO & President
and Board member, and relief from two of the Company's legal services providers in exchange for equity in the form of 3,000,000
common shares valued at $ 0.10 per share for an equivalent aggregate value of $ 300,000. The transaction enabled the Company to retire
$ 231,901 of debt due and owing to Mr. MacGregor and $ 67,500 of accrued legal fees. Additionally, during 2022, the Company borrowed from
and subsequently repaid an additional $ 68,760 to Mr. MacGregor.

2023, the Company borrowed $ 178,500 from and repaid $ 178,500 to Mr. MacGregor pursuant to a master loan agreement dated March 1, 2023.
The master note agreement accrues interest at a rate of 4.4 % due and payable in a lump sum upon maturity of the obligation. This note
is not convertible.

 On
March 1, 2023, the Company entered into a new Master Loan Agreement between Mr. MacGregor and the Company. During 2023, the Company borrowed
$ 178,500 from and repaid the same amount to Mr. MacGregor.

 Economic
Injury Disaster Loan

 In
March 2021, the Company executed an Economic Injury Disaster Loan ("EIDL ") secured loan with the U.S. Small Business
Administration under the EIDL program in the amount of $ 149,900. The loan is secured by all tangible and intangible assets of the Company
and payable over 30 years at an interest rate of 3.75 % per annum. Interest only installment payments commenced in September 2023.

 Note
7 – Equity

Stock

 The
Company has 1,000,000,000 common shares authorized. As of March 13, 2024, the Company has 109,865,991 shares issued and outstanding.
As of March 13, 2024, the total number of shareholders of record was 330.

 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.

 F- 17

 Preferred
Stock

 The
Preferred Stock consists of 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, 3,829 Series A preferred shares are issued
and outstanding. The Series A preferred shares have the following rights: (i.) a first position lien against all of the Company's
assets including but not limited to the Company's IP ("Intellectual Property"), (ii.) is convertible at a ratio of
1 to 100,000 so that each one share of Series A preferred stock may be exchanged for 100,000 Common Stock shares, (iii.) and that each
share of Series A preferred stock shall carry superior voting rights to the Company's Common Stock and that each share of Series
A preferred stock shall be counted as 1,000,000 votes in any Company vote and (iv.) and any other benefits as deemed necessary and appropriate
at the time of such issuance. The Preferred shares do not have any specific redemption rights or sinking fund provisions.

 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. The Series A preferred stock has a liquidation preference equal to $ 12.02 per preferred
share.

 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
8– Equity Based Compensation

 The
American Picture House Corporation 2023 Directors, Employees and Advisors Stock Incentive and Compensation Plan (the "Plan")
was established in January 2023 to create an additional incentive to promote the financial success and progress of the Company. The Plan
shall be administered by the Board of Directors and may grant options to purchase shares of the authorized but unissued Common Stock
of the Company. The options may be either incentive stock options or nonqualified stock options.

 The
options granted under the Plan expire on the date determined by the Board of Directors and may not extend more than 10 years.

 Under
the Plan, unless the board specifies otherwise, stock options must be granted at an exercise price not less than the fair value of the
Company's Common Stock on the grant date. The aggregate fair value of incentive stock options held by any optionee shall not exceed
$ 100,000.

 The
Board of Directors shall determine the terms and conditions of the options. The vesting requirements of all awards under the Plan may
be time or event based and vary by individual grant. The incentive stock options and nonqualified stock options generally become exercisable
over a two-year period. Vested and unexercised options may be available to be exercised no later than three months after termination
of employment (or such longer period as determined by the Board of Directors).

 On
January 11, 2024, the Company's Board of Directors authorized the issuance of 250,000 options to each of its nine board members,
 1,673,250 options to advisors, 662,983 options to Mr. Macgregor, and 497,238 options to Mr. Blanchard for an aggregate of 5,083,471 options
with the rights to purchase common shares of the Company at an exercise price of $ 0.0125 per share. No stock option expense will be reported
until such time as the stock option grant and related agreements are fully executed. Also see Note 11 – Subsequent Events.

 Note 9 – 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:

 Randall
S. Sprung v. Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc. – Supreme Court of New York, County
of Kings, Index No.: 504677/2019

 This
action instituted by Randall Sprung against the Defendants on March 4, 2019, to recover monies he alleges are owed by Defendants (Counter-Plaintiffs)
pursuant to written agreements to purchase shares and to provide consulting services between the parties. Defendants Bannor Michael MacGregor
and Life Design Station International, Inc. ("LDSI") (Counter-Plaintiffs) have filed counterclaims to recover damages they
have incurred as a direct result of Sprung's failure to properly perform his obligations and duties under the written agreement
between the parties.

 In
February 2022, Plaintiff Sprung passed away. On May 25, 2023, the Court entered an Order substituting David Sprung, as Administrator
of the Estate of Randall S. Sprung, for Randall S. Sprung as Defendant in the action.

 On
January 8, 2024, Defendants LDSI and MacGregor filed their Motion for Summary Judgment with the Court seeking an order dismissing the
action. Defendants' Motion is currently pending before the Court.

 At
this time, management is unable to make an estimate of the possible loss or range of loss, if any, although it estimates the risk of
such loss to be low. Because management is unable to reasonably estimate the amount of any loss, if any, no loss accrual has been recorded.

 F- 18

 NOTE
10 – Related Party Transactions

 The
Company has agreed to indemnify Mr. MacGregor for all legal and professional costs originating from the lawsuit Randall S. Sprung
v. Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc. – Supreme Court of New York, County
of Kings, Index No.: 504677/2019.

 Regarding
the IMM Technology License more fully described in Note 2, Mr. MacGregor was a member of the Board of Directors of VASTECH from March
8, 2017 until July 7, 2021. Mr. MacGregor also owns approximately 2.5 % of VASTECH. Mr. MacGregor owns approximately 4.9 % of Intellitech
Pty Ltd, the now current owner of the VASTECH IMM Technology.

2023 and 2022, the Company incurred approximately $ 200,000 and 120,000, respectively, of professional fees to a legal firm affiliated
with a member of the Board of Directors. At December 31, 2023 and 2023, the Company had $ 0 and $ 65,000, respectively, in accounts payable
and accrued expenses owed to the legal firm.

 The
Company has consulting services relationships with members of the Board whereby they were compensated a total of $ 185,000 and $ 149,000
in 2023 and 2022, respectively. As of December 31, 2023 and 2022, $ 20,000 and $ 105,000, respectively, were accrued and unpaid. The consulting
services are provided as requested by management and may be terminated at any time with no penalty. On January 1, 2023, the $ 105,000
of the 2022 accrued consulting fees were exchanged for options to purchase 1,160,221 shares of Common Stock at $ 0.125 per share.

2022, the Company entered into consulting agreements with Ribo Music LLC aka Ribo Media ("Ribo Media") whereby the
Company assisted Ribo Media in developing an online media platform to deliver music and eventually movies directly to consumers via their
smart devices. Revenues from the Ribo Media consulting services totaled $ 0 and $ 186,250, for the years ended December 31, 2023 and 2022,
respectively. As of December 31, 2023 and 2022, accounts receivable from Ribo Media totaled $ 0 and $ 35,000, respectively. Michael Blanchard,
a director and shareholder of the Company and Timothy Battles, a director and shareholder of the Company, are both Managing Members and
controlling shareholders in Ribo Media.

 On
March 31, 2022, the Company agreed to exchange $ 299,401 in debt obligations to Michael MacGregor, the Company's CEO & President
and Board member, and relief from two of the Company's legal services providers in exchange for equity in the form of 3,000,000
common shares valued at $ 0.10 per share for an equivalent aggregate value of $ 300,000. The transaction enabled the Company to retire
$ 231,901 of debt due and owing to Mr. MacGregor and $ 67,500 of accrued legal fees.

 In
August 2022, the Company funded Devil's Half-Acre Productions, LLC owned by John Luessenhop to produce the feature film Devil's
Half-Acre written and directed by Dashiell Luessenhop, a son of A. John Luessenhop, a director of the Company. During the years ended
December 31, 2023 and 2022, the Company capitalized $ 40,199 and $ 106,355, respectively, of production costs associated with this film.
In July 2023 APH obtained 100 % ownership of Devil's Half-Acre Productions, LLC and executed a new option agreement with the writer.
In September 2023, APH paid a Five Thousand-Dollar ( 5,000) option fee to the writer. This option entitles APH to produce the film by
July 2024, with the ability to extend the option for an additional two (2) years.

2022, the Company entered into definitive agreements to secure Bold Crayon Corporation ("Bold Crayon" or
"BC") as a development partner and purchased certain assets from Bold Crayon, including a portion of the rights to a
feature film, and copyrights on six film titles. The Parties agree that APHP will designate BC as a "Content Partner",
wherein BC will develop content and present APHP with a first opportunity to co-finance and/or coproduce content developed by BC
subject to a mutually agreed upon Content Partner Agreement and BC will accept such designation. The Company anticipates any rights
and obligations between APH and BC to be effective upon the greenlighting of a specific film or show Mr. MacGregor, CEO/President
and a director of the Company, Mr. MacGregor is also the CEO/President and a director of Bold Crayon and effectively controls Bold
Crayon as a managing manager of the trustee of the trust that owns the majority ownership interest in Bold Crayon. Mr. Michael
Blanchard was a past Director and Secretary/Treasurer of Bold Crayon and is a director of APHP. The transaction between the parties
has been consummated and all IP and copyrights have been transferred. The assets acquired included:

 F- 19

 Bold
Crayon's (BC's) ownership in the feature film "BUFFALOED" inclusive of:

 BC's
 ownership rights in BUFFALOED as per the agreements between BC and Lost City Inc ("Lost City"), the Co-Finance/ Co-Production
 Agreement dated July 10th, 2018.

 A
 secured position of a one million three hundred eighty-thousand-dollar ($ 1,380,000 USD) receivable against the film's revenues
 as per the film's Cash Asset Management Agreement ("CAMA").

 A
 thirty-five percent ( 35 %) beneficial ownership interest as per the film's CAMA.

Title and all copyrights to "THIEF" (including five titles) (U.S. Copyright #: V9968D472 (2019)), BC will transfer
such copyrights to APHP and APHP will file the necessary documents with the U.S. Library of Congress to effectuate such transfer; and

Title and copyright to "SPREAD THE WORD" (U.S. Copyright #: V9968D474 (2019)) BC will transfer such copyrights to
APHP and APHP will file the necessary documents with the U.S. Library of Congress to effectuate such transfer.

 The
terms of the above agreement to purchase the BC assets included the following consideration:

 APHP
 agreed to pay BC the first one hundred thirty thousand dollars ($ 130,000.00 USD) that APHP collected from the BUFFALOED receivable;

 APHP
 is to deliver one Preferred Share to BC for each ten thousand dollars ($ 10,000.00 USD), in value paid to the APHP from the BUFFALOED
 receivable above the one hundred thirty thousand dollars ($ 130,000.00 USD), not to exceed one hundred twenty-five ( 125) Preferred
 Shares. No shares were issued to BC as of December 31, 2023. See Note 11 – Subsequent Events for the 2024 issuance of Preferred
 Shares to Bold Crayon.

 APHP
 designated Bold Crayon as an APHP content development partner ("Content Partner").

 APHP
 will provide Co-producer agreements to Bold Crayon when applicable.

 On
November 10, 2022, the Company approved the optioning of MIDNIGHT'S DOOR written by Kirsten Elms from Mr. Luessenhop for
$ 12,700 (provided the Company produces MIDNIGHT'S DOOR as a feature film and further subject to producer agreements with Luessenhop
and MacGregor). Mr. Luessenhop is a director of the Company and owned 2.005 % of the Company at the time of this transaction.

 On
November 10, 2022 the Company entered into an additional agreement regarding THE DEVIL'S HALF-ACRE to extend additional
financing in an undetermined amount to the film in exchange among other things for increased equity in the film. At the time, DEVIL'S
HALF-ACRE was controlled by Mr. Luessenhop.

 On
November 10, 2022 the Company granted Mr. Luessenhop, a director of the Company, the right to purchase 2,000,000 common shares in the
Company for $ 0.0125 per share for an aggregate purchase price $ 25,000 to be paid to the Company in the form of two components: (i.) relief
of an outstanding account payable of $ 12,417 due to Mr. Luessenhop from the Company and (ii.) cash of $ 12,583.

2023, the Company borrowed $ 178,500 from and repaid $ 178,500 to Mr. MacGregor pursuant to a master loan agreement dated March 1, 2023.
The master note agreement accrues interest at a rate of 4.4 % due and payable in a lump sum upon maturity of the obligation. This note
is not convertible.

 In
November 2023, the Company entered into a Consulting Agreement with A. John Luessenhop a director of the Company, pursuant to which Mr.
Luessenhop serves as President of the Company. During 2023, Mr. Luessenhop was paid $ 80,000 under this agreement. The Consulting Agreement
expired on December 31, 2023.

 In
November 2023, the Company entered into a Consulting Agreement with Michael Blanchard, a director of the Company, pursuant to which Mr.
Blanchard agree to serve as an advisor to the Company to promote the quality of the Company's products and services and to enhance
and develop the Company's relationships with the entertainment industry and technology developers. In return for these services,
the Company paid Mr. Blanchard $ 40,625 for services rendered. The Consulting Agreement expired on December 31, 2023.

 In
November 2023, the Company entered into a Consulting Agreement with Philip Quartararo, a director of the Company, pursuant to which Mr.
Quartararo acted as an advisor to the Company to promote the quality of the Company's products and services and to enhance and
develop the Company's relationships with the entertainment industry and technology developers. In return for these services, the
Company paid Mr. Quartararo $ 10,000.00 for services rendered. Mr. Quartararo died on November 22, 2034, terminating the consulting agreement.

 F- 20

 NOTE 11 – SUBSEQUENT EVENTS

 In
accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2023, 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.

 Sales
of Common Stock

the period January 1, 2024 to present, the Company sold 75,000 shares of Common Stock at $ 0.20 per share to new investors resulting in
total proceeds of $ 15,000.

 Stock
Option Grants

 On
January 11, 2024, the Company's Board of Directors authorized the issuance of 250,000 options to each of its nine board members,
 1,673,250 options to advisors, 662,983 options to Mr. Macgregor, and 497,238 options to Mr. Blanchard for an aggregate of 5,083,471 options
with the rights to purchase common shares of the Company at an exercise price of $ 0.0125 per share.

 Noah
Morgan Private Family Trust Loan Agreement ("NMPFT")

 On
February 6, 2024, the Company entered into a master loan agreement with the NMPFT. The master note agreement accrues interest at a rate
of 4.68 %. Also on February 6, 2024, the Company borrowed $ 200,000 pursuant to this loan agreement with this amount due and payable in
a lump sum on February 6, 2025. This note is not convertible. The $ 200,000 was used to fund the senior mezzanine loan to Barron's
Cove Movie, LLC as described below. Later in February, NMPFT loaned an additional $ 50,000 to APHP.

 Senior
Mezzanine Loan Agreement with Barron's Cove Movie, LLC

 In
February 2024, the Company loaned $ 200,000 to Barron's Cove Movie, LLC pursuant to a Senior Mezzanine Loan Agreement. $ 20,000 of
the loan proceeds will be used to pay executive producer fees, including $ 10,000 to Mr. MacGregor. The $200,00 loan, plus a premium of
twenty percent (20%), is due and payable on that date which is the earlier of either (a) twelve (12) months from the date of the loan,
or (b) from allocable proceeds received by Barron's Cove Movie, LLC related to the movie, whichever occurs first.

 On
March 18, 2024, the Company received $ 54,951 from the Buffaloed CAMA (See Note 10) - $ 31,948 related to the receivable due the Company
at December 31, 2023 plus $ 23,003 earned in the first quarter of 2024. Previously in 2022, the Company earned an additional $ 249,924
under the Buffaloed CAMA for cumulative proceeds of $ 304,875. Pursuant to the Asset Purchase Agreement by and among the Company
and Bold Crayon Corporation and based on cumulative collections of $ 304,875, the Company issued 17 shares of preferred stock to Bold
Crayon Corporation.

 F- 21

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Not
Applicable.

 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,
2023, or the Evaluation Date. Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure
controls and procedures are ineffective in recording, processing, summarizing and reporting, on a timely basis, information required
to be included in periodic filings under the Exchange Act and that such information is not accumulated and communicated to management,
including our principal executive and financial officers, in a manner sufficient to allow timely decisions regarding required disclosure,
due to lack of sufficient internal accounting personnel, segregation of duties, lack of sufficient internal controls (including IT general
controls) that encompass the Company as a whole with respect to entity and transactions level controls in order to ensure complete documentation
of complex and non-routine transactions and adequate financial reporting.

 Management
has identified corrective actions to remediate such material weaknesses, and subject to fundraising, which includes hiring additional
employees. Management intends to implement procedures to remediate such material weaknesses during the fiscal year 2024; however, the
implementation of these initiatives may not fully address any material weakness or other deficiencies that we may have in our disclosure
controls and procedures.

 (b)

 Management's
 Annual Report on Internal Control over Financial Reporting.

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting
based principally on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission as of the end of the period covered by this report. Based on that evaluation,
we have identified a material weakness related to our internal control over financial reporting as of December 31, 2023. 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, 2023, 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, 2023.

 Management
has identified corrective actions to remediate such material weaknesses, subject to fundraising, which includes hiring additional employees.
Management intends to implement procedures to remediate such material weaknesses during the fiscal year 2024; however, the implementation
of these initiatives may not fully address any material weakness or other deficiencies that we may have in our disclosure controls and
procedures.

 (c)

 Attestation
 Report of the Registered Public Accounting Firm.

 This
annual report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal
control over financial reporting due to an exemption for emerging growth companies provided in the JOBS Act.

 (d)

 Changes
 in Internal Control over Financial Reporting.

the year ended December 31, 2023, 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

 Not

 ITEM
 9C.

 DISCLOSURE
 REGARDING FOREIGN JUSRISDICTIONS THAT PREVENT INSPECTIONS

 Not

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Name

 Age

 Since

 Term
 Ends

 Michael MacGregor, Chief Executive Officer and Director

 2017

 2024

 A.
 John Luessenhop, Jr., Esq., President, Director

 2022

 2024

 Donald
 J. Harris, Esq., Secretary/Director

 2021

 2024

 *Michael
 Wilson, Director

 2021

 2024

 Blanchard, Director

 2020

 2024

 Tim
 Battles, Director

 2022

 2024

 *Peter
 Conway, Director

 2021

 2024

 *William
 J. MacDonald, Director

 2023

 2024

 *Thomas
 Rauker, Director

 2023

 2024

 James
 H. Hayne, Assistant Secretary/Assistant Treasurer

 Daniel
 J. Hirsch, Treasurer

 *
Independent Director

Michael MacGregor, CEO/Chairperson

 Mr.
MacGregor has served as the Company's Chief Executive Officer since September of 2017. Mr. MacGregor has been the Managing Member
of Duncan Morgan, LLC since June of 2008. Prior to that, Mr. MacGregor served as the CEO and President of Bold Crayon Corporation from
2018 to present. Mr. MacGregor was a producer on the feature film, BUFFALOED (2020). Mr. MacGregor also served as an Executive
Director at the Organization for the Advocacy of Multi Cultural Unity, Inc., a non-profit, that promotes cultural awareness, from 2016
to 2022.

 A.
John Luessenhop, Jr., Esq., President/Director

 Mr.
Luessenhop has served as the Company's President since July of 2023. Prior to that Mr. Luessenhop has served as the CFO at Catalyst
Cannabis Co. from 2020 to present. Mr. Luessenhop is a writer/director/producer and former Wall Street attorney. Mr. Luessenhop co-wrote
and directed SPEED KILLS, starring John Travolta and Kathryn Winnick. The film premiered as an original on the leading
streaming services with high success. Mr. Luessenhop directed two movies, TAKERS and TEXAS CHAINSAW 3D (the reboot of the iconic
horror franchise), that both opened #1 at the U.S. Box Office. TAKERS also followed its box office success by topping U.S.
charts for sales, rentals, and video-on-demand purchases. Mr. Luessenhop earned degrees at the University of Virginia and Georgetown
Law School.

 Donald
J. Harris, Esq., Secretary/Director

 Mr.
Harris has served as the Company's Secretary since July of 2023. Mr. Harris serves as a partner at Harris Sarratt & Hodges,
LLP since 1999. Mr. Harris is a corporate attorney and trial attorney specializing in complex business disputes involving issues related
to corporate governance, and ownership, contracting, technology, intellectual property, and licensing.

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.

Blanchard, Director

 Mr.
Blanchard had served the Company's as its Secretary/Treasurer from September 2020 to July 2023. Mr. Blanchard serves as the CEO
of Ribo Music, LLC since April of 2020. Prior to that, Mr. Blanchard served as an Investor Liaison to Bold Crayon Corporation from 2018
to December of 2020. Mr. Blanchard is a graduate of Boston College.

 Tim
Battles, Director

 Mr.
Battles serves as the CFO of Ribo Music, LLC since April of 2020. Prior to that, he served as the SVP/Chief Integration Officer of
TPx Communications from 2016 to 2018. Mr. Battles earned a Bachelor's Degree from Bowdoin College.

 Peter
Conway, Independent Director

 Mr.
Conway serves as the CEO of PC2 Consulting since January 2015. Prior to that, Mr. Conway served as COO, CTO and various executive
roles in product line development, marketing and sales spanning servers, storage and networking technologies for companies like EMC,
Dell, and Microsoft. Mr. Conway earned a Masters at Computer Science from Rensselaer Polytechnic Institute (RPI) and a B.S. at
Computer Science from Union College.

 William
J. MacDonald, Independent Director

 Mr.
MacDonald serves as the Chief Creative Officer of Asteri Networks since December of 2017. Mr. MacDonald is an American film and television
producer and writer. Mr. MacDonald was a co-creator of the HBO original series ROME (in association of the BBC) along with John
Milius and Bruno Heller and served as an executive producer and writer on the series. Mr. MacDonald has a producer, co-producer or executive
producer credit on SLIVER, JADE, AN OCCASIONAL HELL, ROUGH RIDERS, MOLLY AND ONE MAN'S HERO. Mr. MacDonald earned an undergraduate
degree from Georgetown University and a Juris Doctor degree from the Fordham University School of Law in New York.

 Thomas
Rauker, Independent Director

 Mr.
Rauker currently serves as the President and COO of Aidentified, LLC, an AI driven data and intelligence business, since June of
2022, and was also recently added to the Board of Directors. Prior to this Mr. Rauker served as the Global COO of Dun &
Bradstreet (D&B) since May of 2019 and served in various executive leadership roles at the company since January of 2015
following the acquisition of NetProspex, Inc. During his tenure at D&B he played key roles in both the privatization of the
company, completed in February of 2019, and the following IPO in July 2020 to bring the company back to the NYSE. Prior to D&B,
Mr. Rauker served as the COO and CFO of NetProspex starting in 2010, leading the company through a Series C of Venture Capital
Funding leading to a successful sale of the company in January 2015 to D&B. Mr. Rauker also has continued to serve as an advisor
to multiple Private Equity and Venture Capital firms since June of 2021.

 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.

 James
H. Hayne, CPA, Assistant Secretary and Assistant Treasurer

 Mr.
Hayne has served as the Company's Assistant Secretary and Assistant Treasurer since July of 2023. Mr. Hayne is a finance executive
with over 30 years' corporate and public accounting experience. Mr. Hayne has been a shareholder at Hayne Financial Consulting,
LLC, a consulting firm that principally provides contract accounting and chief financial officer services, since January 1, 2023. Mr.
Hayne was a shareholder at Hayne, CPA, PLLC from November 1, 2017 through December 31, 2019; and from January 1, 2020 through December
31, 2022, Mr. Hayne was a shareholder with Dodson, Shelton & Nelson, P.A. Mr. Hayne holds a Bachelor's Degree in Accounting
from North Carolina State University and is a licensed Certified Public Accountant.

 Board
of Directors

Practices

 According
to our Amended and Restated Articles of Incorporation, our Board of Directors must consist of at least seven and not more than sixteen
directors. Currently, our Board of Directors consists of nine directors. Pursuant to our Amended Articles, our directors are elected
at an annual or special general meeting of our shareholders and serve on our Board of Directors until the next annual general meeting
at which one or more directors are elected or until they are removed by the majority of our shareholders at an annual or special general
meeting of our shareholders or upon the occurrence of certain events, in accordance with our Amended Articles. In addition, our Amended
Articles allow our Board of Directors to appoint directors to fill vacancies on our Board of Directors to serve until the next annual
meeting or special general meeting, or earlier if required by our Amended Articles or applicable law.

 Our
Board of Directors consists of 9 members with 4 members being independent under Nasdaq rules. The independent directors are: Michael
Wilson, Peter Conway, William MacDonald and Thomas Rauker.

 Audit
Committee

 Our
Board of Directors has adopted an audit committee charter that sets forth the responsibilities of the audit committee consistent with
the regulations of the SEC including the following:

 Oversight
 of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of
 our independent registered public accounting firm to the Board of Directors or shareholders for their approval, as applicable;

 Recommending
 the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by the board
 or shareholders for their approval, as applicable, in accordance with the requirements of applicable law.

 Our
audit committee, which consists of two directors and one officer, provides assistance to our Board of Directors in fulfilling its legal
and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions
by pre-approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices
and systems of internal control over financial reporting. Our audit committee also oversees the audit efforts of our independent accountants
and takes those actions that it deems necessary to satisfy itself that the accountants are independent of management.

 Our
audit committee consists of Michael Wilson, a director, who serves as the chairperson and Thomas Rauker, a director, and James Hayne,
an officer, serve as the other committee members. All members of our audit committee meet the requirements for financial literacy under
the applicable rules and regulations of the SEC and the Nasdaq corporate governance rules. Our Board of Directors has determined that
Mr. Wilson, Mr. Rauker, and Mr. Hayne are "audit committee financial experts" as defined by the SEC rules and has the requisite
financial experience as defined by the Nasdaq Rules. Our Board of Directors has determined that two members, Mr. Wilson and Mr. Rauker,
of our audit committee are independent under the Nasdaq Rules, including the additional independence requirements applicable to the members
of the audit committee.

 Compensation
Committee

 Under
Wyoming law, the Board of Directors of any corporation may appoint a compensation committee. Our compensation committee is comprised
of at least three directors, including two outside directors, who must constitute a majority of the members of the compensation committee.

 The
roles of the compensation committee are, among others, as follows:

 Recommending
 to the Board of Directors with respect to the approval of the compensation policy for office holders and, once every three years,
 regarding any extensions to a compensation policy that was adopted for a period of more than three years;

 Reviewing
 the implementation of the compensation policy and periodically recommending to the Board of Directors with respect to any amendments
 or updates of the compensation plan;

 Resolving
 whether or not to approve arrangements with respect to the terms of office and employment of office holders; and

 Exempting,
 under certain circumstances, a transaction with our chief executive officer from the approval of the general meeting of our shareholders.

 Our
compensation committee consists of three directors, Thomas Rauker who serves as the chairperson, and Peter Conway, and William J. MacDonald
who serve as the other members. Our Board of Directors has determined that two members, Mr. Rauker and Mr. MacDonald, of our compensation
committee are independent under the Nasdaq Rules, including the additional independence requirements applicable to the members of a compensation
committee.

 Nominating
and Corporate Governance Committee

 The
nominating and corporate governance committee, which is comprised of three directors, is responsible for reviewing proposed new members
of the Board and establishing full criteria for board membership. The nominating and corporate governance committee is also responsible
for evaluating the performance of the Board as a whole, as well as that of the individual members of the Board.

 Our
nominating and corporate governance committee consists of A. John Luessenhop. Jr., who serves as the chairperson, Timothy Battles and
Donald Harris who serve as the other members.

 For
the fiscal years ending December 31, 2022, and 2023, the Board of Directors:

 Reviewed
and discussed the audited financial statements with management and reviewed and discussed the written disclosures and the letter from
our independent auditors on the matters relating to the auditor's independence.

 Based
upon the Board of Directors' review and discussion of the matters above, the Board of Directors authorized inclusion of the audited
financial statements for the year ended December 31, 2023, and 2022, to be included in this Form 10-K filed with the Securities and Exchange
Commission.

 Code
of Ethics & Insider Trading Policy

 We
have adopted a Code of Ethics and Insider Trading Policy which applies to our executive officers, directors and employees. A copy of
our code of ethics is filed as Exhibit 14 to this Form 10-K.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 On
January 11, 2024, the Company's Board of Directors issued 250,000 options to each of its nine board members, 1,673,250 options
to advisors, 662,983 options to Mr. Macgregor, and 497,238 options to Mr. Blanchard for an aggregate of 5,083,471 options with the rights
to purchase common shares of the Company at an exercise price of $0.0125 per share.

 We
have entered into a consulting agreement with our CEO, Michael MacGregor, for a fee of Five Thousand dollars ($5,000) per month in 2022.
For 2023, the CEO received $20,000/month for the months of September through December for a total of $80,000. The agreement calls for
the promotion of the quality of the Company's products and services with attention to the maintenance of the standards and procedures
of the Company. Additionally, the CEO is seeking to enhance and develop the Company's relationships with the entertainment industry
and technology developers.

 Name and principal position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock awards
 ($)

 Option awards
 ($)

 Non-equity
 incentive plan compensation
 ($)

 Change in pension value and nonqualified deferred compensation earnings
 ($)

 All other compensation
 ($)

 Total
 ($)

 Bannor Michael MacGregor

 2022

 $
 60,000
 (1)

 -

 -

 -

 -

 -

 -

 $
 60,000

 Bannor Michael MacGregor

 2023

 $
 80,000

 -

 -

 -

 -

 -

 -

 $
 80,000

 1.

 Mr.
 MacGregor earned consulting compensation of $5,000 per month in 2022 of which $60,000 was accrued and unpaid as of December 31, 2022.
 On January 1, 2023, the $60,000 of accrued 2022 consulting fees payable to Mr. MacGregor were exchanged for options to purchase 480,000
 shares of Common Stock at $0.125 per share.

 Except
as disclosed above, no Directors were paid in excess of $100,000 in the year 2022.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information known to us regarding beneficial ownership of our capital shares as of March 13, 2024,
for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial
owner of more than five percent (5%) of our capital shares.

 Name of All Officers, Directors, and Control Persons

 Affiliation with Company (e.g., Officer Title /Director/ Owner of more than 5%)

 Residential Address ( City / State Only)

 Number of
 shares owned

 Share type/class

 Ownership Percentage of Class Outstanding

 Names of control person(s) if a corporate entity

 Bannor Michael MacGregor (1)(4)

 Chairman, CEO

 Durham, NC

 28,792,341

 26.21
 %

 A. John Luessenhop, Jr. (4)

 President,

 Amagansett, NY

 3,480,127

 3.17
 %

 Donald J. Harris (4)

 Secretary,

 Raleigh, NC

 3,367,240

 3.06
 %

 Daniel Hirsch

 Treasurer

 Teaneck, NJ

 %

 James H. Hayne

 Asst. Secretary & Asst. Treasurer

 Cary, NC

 %

 Tom Rauker (4)

 Littleton, MA

 250,000

.23
 %

 William J. MacDonald (4)

 Venice Beach, CA

 250,000

.23
 %

 Michael Blanchard (4)

 Littleton, MA

 4,287,238

 3.90
 %

 Michael Wilson (4)

 Denville, NJ

 350,000

 0.32
 %

 Peter Conway (2) (4)

 Acton. MA

 250,000

 0.23
 %

 Philip Quartararo (3)

 Bell Canyon, CA

 20,000

 0.02
 %

 Timothy Battles (4)

 Groton, MA

 4,680,000

 4.26
 %

 PC2 Consulting

 Shareholder

 Acton, MA

 48,000

 0.04
 %

 Peter Conway (2)

 North Star Capital PTY

 Shareholder

 Hampton, AUS

 3,500,000

 3.19
 %

 Damian Gill (3)

 Black Rock Capital PTY

 Shareholder

 Victoria, AUS

 3,000,000

 2.73
 %

 Damian Gill (3)

 Donald & Janet Gundermann

 Shareholder

 Palm Beach, FL

 7,500,000

 6.83
 %

 All Officers, Directors and Control Persons

 59,774,946

 54.41
 %

 (1)

 Mr.
 MacGregor is a Managing Manager of Hyperion Sprung Private Family Trust Management Company, LLC, trustee of The Noah Morgan Private
 Family Trust which owns 27,629,358 common shares of the Company which represents 25.15% of the Common Shares of the Company.

 (2)

 Mr.
 Conway is a principal of PC2 Consulting.

 (3)

 Mr.
 Quartararo passed away in November of 2023.

 (4)

 Includes
 250,000 shares that each Director has the right to acquire from the Company pursuant to the exercise of stock options issued on
 February 8, 2024. Additionally, on January 11, 2023 the Company issued 662,983
 options to Mr. Macgregor and 497,238 options to Mr. Blanchard. Options can be exercised at $0.0125 per share.

 Preferred

 Name of Beneficial Owner

 Series A
 Preferred Shares Beneficially Owned (1)

 Percentage of Series A Preferred Shares (2)

 Bannor Michael MacGregor (3)

 3,829

 100.00
 %

 Total

 3,829

 100.00
 %

 (1)

 The
 holders of the Series A preferred shares, shall not be entitled to receive dividends. The holders of Series A preferred shares shall
 be entitled to vote on all matters submitted to a vote of the shareholders of the Company. The holders of the Series A preferred
 shares shall be entitled to one million (1,000,000) votes per one share of Series A preferred held. The holders of any Series A preferred
 shares shall be entitled to convert such shares into fully paid and non-assessable shares of Common Stock at the following conversion
 ratio: each Series A preferred share is convertible at a ratio of 1 to 100,000 so that each one share of Series A preferred shares
 may be exchanged for 100,000 common shares.

 (2)

 The
 number of Series A Preferred shares outstanding used in computing the percentage is 3,829.

 (3)

 The
 address for Bannor Michael MacGregor is Durham, NC.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Other
than described below or the transactions described under the heading "Executive Compensation," there have not been, and there
is not currently proposed, any transaction or series of similar transactions to which we were a participant and in which any director,
executive officer, holder of 5% or more of any class of our capital shares or any member of the immediate family of any of the foregoing
persons had or will have a direct or indirect material interest.

 Related
Party Transactions in 2023 and 2022

 The
Company has agreed to indemnify Mr. MacGregor for all legal and professional costs originating from the lawsuit Randall S. Sprung
v. Bannor Michael MacGregor, Jeffery Katz, and Life Design Station International, Inc. – Supreme Court of New York, County
of Kings, Index No.: 504677/2019.

 Regarding
the IMM Technology License more fully described in Note 2, Mr. MacGregor was a member of the Board of Directors of VASTECH from March
8, 2017 until July 7, 2021. Mr. MacGregor also owns approximately 2.5% of VASTECH. Mr. MacGregor owns approximately 4.9% of Intellitech
Pty Ltd, the now current owner of the VASTECH IMM Technology.

2023 and 2022, the Company incurred approximately $200,000 and 120,000, respectively, of professional fees to a legal firm affiliated
with a member of the Board of Directors. At December 31, 2023 and 2023, the Company had $0 and $65,000, respectively, in accounts payable
and accrued expenses owed to the legal firm.

 The
Company has consulting services relationships with members of the Board whereby they were compensated a total of $185,000 and $149,000
in 2023 and 2022, respectively. As of December 31, 2023 and 2022, $20,000 and $105,000, respectively, were accrued and unpaid. The consulting
services are provided as requested by management and may be terminated at any time with no penalty. On January 1, 2023, the $105,000
of the 2022 accrued consulting fees were exchanged for options to purchase 1,160,221 shares of Common Stock at $0.125 per share.

2022, the Company entered into consulting agreements with Ribo Music LLC aka Ribo Media ("Ribo Media") whereby the
Company assisted Ribo Media in developing an online media platform to deliver music and eventually movies directly to consumers via their
smart devices. Revenues from the Ribo Media consulting services totaled $0 and $186,250, for the years ended December 31, 2023 and 2022,
respectively. As of December 31, 2023 and 2022, accounts receivable from Ribo Media totaled $0 and $35,000, respectively. Michael Blanchard,
a director and shareholder of the Company and Timothy Battles, a director and shareholder of the Company, are both Managing Members and
controlling shareholders in Ribo Media.

 On
March 31, 2022, the Company agreed to exchange $299,401 in debt obligations to Michael MacGregor, the Company's CEO & President
and Board member, and relief from two of the Company's legal services providers in exchange for equity in the form of 3,000,000
common shares valued at $0.10 per share for an equivalent aggregate value of $300,000. The transaction enabled the Company to retire
$231,901 of debt due and owing to Mr. MacGregor and $67,500 of accrued legal fees.

 In
August 2022, the Company funded Devil's Half-Acre Productions, LLC owned by John Luessenhop to produce the feature film Devil's
Half-Acre written and directed by Dashiell Luessenhop, a son of A. John Luessenhop, a director of the Company. During the years ended
December 31, 2023 and 2022, the Company capitalized $40,199 and $106,355, respectively, of production costs associated with this film.
In July 2023 APH obtained 100% ownership of Devil's Half-Acre Productions, LLC and executed a new option agreement with the writer.
In September 2023, APH paid a Five Thousand-Dollar (5,000) option fee to the writer. This option entitles APH to produce the film by
July 2024, with the ability to extend the option for an additional two (2) years.

 On
November 10, 2022, the Company approved the optioning of MIDNIGHT'S DOOR written by Kirsten Elms from Mr. Luessenhop for
$12,700 (provided the Company produces MIDNIGHT'S DOOR as a feature film and further subject to producer agreements with Luessenhop
and MacGregor). Mr. Luessenhop is a director of the Company and owned 2.005% of the Company at the time of this transaction.

2022, the Company entered into definitive agreements to secure Bold Crayon Corporation ("Bold Crayon" or "BC")
as a development partner and purchased certain assets from Bold Crayon, including a portion of the rights to a feature film, and copyrights
on six film titles. The Parties agree that APHP will designate BC as a "Content Partner", wherein BC will develop content
and present APHP with a first opportunity to co-finance and/or coproduce content developed by BC subject to a mutually agreed upon Content
Partner Agreement and BC will accept such designation. The Company anticipates any rights and obligations between APH and BC to be effective
upon the greenlighting of a specific film or show Mr. MacGregor, CEO/President and a director of the Company, Mr. MacGregor is also the
CEO/President and a director of Bold Crayon and effectively controls Bold Crayon as a managing manager of the trustee of the trust that
owns the majority ownership interest in Bold Crayon. Mr. Michael Blanchard was a past Director and Secretary/Treasurer of Bold Crayon
and is the Secretary/Treasurer and a director of APHP. The transaction between the parties has been consummated and all IP and copywrites
have been transferred. The assets acquired included:

 Bold
Crayon's (BC's) ownership in the feature film "BUFFALOED" inclusive of:

 BC's
 ownership rights in BUFFALOED as per the agreements between BC and Lost City Inc ("Lost City"), the Co-Finance/ Co-Production
 Agreement dated July 10th, 2018.

 A
 secured position of a one million three hundred eighty-thousand-dollar ($1,380,000 USD) receivable against the film's revenues
 as per the film's Cash Asset Management Agreement ("CAMA").

 A
 thirty-five percent (35%) beneficial ownership interest as per the film's CAMA.

Title and all copyrights to "THIEF" (including five titles) (U.S. Copyright #: V9968D472 (2019)), BC will transfer
such copyrights to APHP and APHP will file the necessary documents with the U.S. Library of Congress to effectuate such transfer; and

Title and copyright to "SPREAD THE WORD" (U.S. Copyright #: V9968D474 (2019)) BC will transfer such copyrights to
APHP and APHP will file the necessary documents with the U.S. Library of Congress to effectuate such transfer.

 The
terms of the above agreement to purchase the BC assets included the following consideration:

 APHP
 agreed to pay BC the first one hundred thirty thousand dollars ($130,000.00 USD) that APHP collected from the BUFFALOED receivable;

 APHP
 is to deliver one Preferred Share to BC for each ten thousand dollars ($10,000.00 USD), in
 value paid to the APHP from the BUFFALOED receivable above the one hundred thirty
 thousand dollars ($130,000.00 USD), not to exceed one hundred twenty-five (125) Preferred
 Shares.

 No
 shares were issued to BC as of December 31, 2023. See Note 11 – Subsequent Events for the 2024 issuance of Preferred Shares
 to Bold Crayon.

 APHP
 designated Bold Crayon as an APHP content development partner ("Content Partner").

 APHP
 will provide Co-producer agreements to Bold Crayon when applicable.

 On
November 10, 2022, the Company approved the optioning of MIDNIGHT'S DOOR written by Kirsten Elms from Mr. Luessenhop for
$12,700 (provided the Company produces MIDNIGHT'S DOOR as a feature film and further subject to producer agreements with Luessenhop
and MacGregor). Mr. Luessenhop is a director of the Company and owned 2.005% of the Company at the time of this transaction.

 On
November 10, 2022 the Company entered into an additional agreement regarding THE DEVIL'S HALF-ACRE to extend additional
financing in an undetermined amount to the film in exchange among other things for increased equity in the film. At the time, DEVIL'S
HALF-ACRE was controlled by Mr. Luessenhop.

 On
November 10, 2022 the Company granted Mr. Luessenhop, a director of the Company, the right to purchase 2,000,000 common shares in the
Company for $0.0125 per share for an aggregate purchase price $25,000 to be paid to the Company in the form of two components: (i.) relief
of an outstanding account payable of $12,417 due to Mr. Luessenhop from the Company and (ii.) cash of $12,583.

2023, the Company borrowed $178,500 from and repaid $178,500 to Mr. MacGregor pursuant to a master loan agreement dated March 1, 2023.
The master note agreement accrues interest at a rate of 4.4% due and payable in a lump sum upon maturity of the obligation. This note
is not convertible.

 In
November 2023, the Company entered into a Consulting Agreement with A. John Luessenhop a director of the Company, pursuant to which Mr.
Luessenhop serves as President of the Company. During 2023, Mr. Luessenhop was paid $80,000 under this agreement. The Consulting Agreement
expired on December 31, 2023.

 In
November 2023, the Company entered into a Consulting Agreement with Michael Blanchard, a director of the Company, pursuant to which Mr.
Blanchard agree to serve as an advisor to the Company to promote the quality of the Company's products and services and to enhance
and develop the Company's relationships with the entertainment industry and technology developers. In return for these services,
the Company paid Mr. Blanchard $40,625 for services rendered. The Consulting Agreement expired on December 31, 2023.

 In
November 2023, the Company entered into a Consulting Agreement with Philip Quartararo, a director of the Company, pursuant to which Mr.
Quartararo acted as an advisor to the Company to promote the quality of the Company's products and services and to enhance and
develop the Company's relationships with the entertainment industry and technology developers. In return for these services, the
Company paid Mr. Quartararo $10,000 for services rendered. Mr. Quartararo died on November 22, 2024, terminating the consulting agreement.

 On
February 6, 2024, the Company entered into a master loan agreement with the Noah Morgan Private Family Trust. The master note agreement
accrues interest at a rate of 4.68%. Also on February 6, 2024, the Company borrowed $200,000 pursuant to this loan agreement with this
amount due and payable in a lump sum on February 6, 2025. This note is not convertible. The $200,000 was used to fund the senior mezzanine
loan to Barron's Cove Movie, LLC as described below. Later in February, NMPFT loaned an additional $50,000 to APHP.

 In
February 2024, the Company loaned $200,000 to Barron's Cove Movie, LLC pursuant to a Senior Mezzanine Loan Agreement. $20,000 of
the loan proceeds will be used to pay executive producer fees, including $10,000 to Mr. MacGregor. The $200,00 loan, plus a premium of
twenty percent (20%), is due and payable on that date which is the earlier of either (a) twelve (12) months from the date of the loan,
or (b) from allocable proceeds received by Barron's Cove Movie, LLC related to the movie, whichever occurs first.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTING FEES AND SERVICES

 Policy
on Approval of Audit and Non-Audit Services of Independent Auditors

Picture House Corporations' Audit Committee is responsible for overseeing the work of its independent auditors. The Audit Committee's
policy is to approve all audit and non-audit services provided by BF Borgers CPA PC. These services may include audit services, audit-related
services, tax services and other services, as further described below. Once services have been approved, BF Borgers and management then
report to the Audit Committee on a periodic basis regarding the extent of services actually provided in accordance with the applicable
approval, and regarding the fees for the services performed. Such fees for 2023 and 2022 were approved by the Audit Committee in accordance
with these procedures.

 Principal
Accountant Fees and Services

Picture House Corporation paid the following fees for professional services rendered by BF Borgers, for the years ended December 31,
2023 and 2022:

 2023

 2022

 (U.S. $)

 Audit fees

 101,000

 20,000

 Audit-related fees

 Tax fees

 7,000

 All other fees

 Total

 $
 108,000

 $
 20,000

 The
audit fees for the year ended December 31, 2023 were for professional services rendered for the integrated audit of American Picture
House Corporations' annual consolidated financial statements and its internal control over financial reporting as of December 31,
2023, 2022 and 2021 review of consolidated quarterly financial statements, statutory audits of American Picture House Corporation and
its subsidiaries, issuance of comfort letters, consents and assistance with review of documents filed with the SEC, as well as the audit
of carve out financial statements prepared in connection with certain divestment activities. The audit fees for the year ended December
31, 2022 were for professional services rendered for the integrated audit of American Picture House Corporations' annual consolidated
financial statements and its internal control over financial reporting as of December 31, 2022 and 2021. The 2023 tax fees represent
amounts billed for preparation of the 2022 and 2021 federal and state income tax returns.

 The
Audit Committee believes that the provision of all non-audit services rendered is compatible with maintaining BF Borgers independence.

 PART
IV

 ITEM
 15.

 (a)

 EXHIBITS,
 FINANCIAL STATEMENT SCHEDULES

 The
 following financial statements are filed as part of this Annual Report on Form 10-K:

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December, 2023 and December 31, 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and December 31, 2022

 Consolidated Statement of Changes in Stockholders' Deficit for the Years Ended December 31, 2023 and December 31, 2022

 Consolidated Statement of Cash Flows for the Years Ended December 31, 2023 and December 31, 2022

 Notes to the Condensed Financial Statements

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

 Amended and Restated Articles of Incorporation

 3.2

 Bylaws

 3.3

 Devil's Half-Acre Articles of Organization

 3.4

 Ask Christine Articles of Organization

 10.1

 Consulting Agreement with Bannor Michael MacGregor

 10.1.1

 Amended Consulting Agreement with Bannor Michael MacGregor

 10.2

 Economic Injury Disaster Loan (EIDL)

 10.3

 American Express Business Line of Credit Loan Agreement and Personal Guarantee

 10.4

 2023 Directors, Employees and Advisors Stock Incentive and Compensation Plan

 10.5

 Asset Purchase Agreement with Bold Crayon

 10.6

 Devil's Half-Acre Agreement

 10.6.1

 Devil's Half-Acre Addendum

 10.7

 Ask Christine Screenplay Options Purchase Agreement

 10.8

 Master Loan Agreement between APHP and Bannor MacGregor

 14.1

 Code of Ethics

 14.2

 Code of Ethics For Executive Officers

 24.1

 Power of Attorney (included on signature page to annual report)

 31.1

 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

 31.2

 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer

 32.1

 Section 1350 Certification of principal executive officer

 32.2

 Section 1350 Certification of principal financial officer and principal accounting officer

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 ITEM
 16.

 FORM
 10-K SUMMARY

 None.

 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.

 By:

 /s/
 Bannor Michael MacGregor

 Name:

 Michael MacGregor

 Title:

 President
 and Chief Executive Officer

 Dated:

 March

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENT, that each of the undersigned directors and/or officers of American Picture House Corporation, a corporation
organized under the laws of Israel, hereby constitutes and appoints Bannor Michael MacGregor, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign,
execute and deliver with the U.S. Securities and Exchange Commission any and all amendments to this annual report on Form 10-K, with
all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact
and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 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.

 Name

 Title

 Date

 By:

 /s/
 Bannor Michael MacGregor

 President
 and Chief Executive Officer and Director

 Michael MacGregor

 By:

 /s/
 John Luessenhop, Jr.

 President

 John
 Luessenhop, Jr.

 By:

 /s/
 Donald Harris

 Secretary/Director

 Donald
 Harris

 By:

 /s/
 Michael Wilson

 Wilson

 By:

 /s/
 Michael Blanchard

 Blanchard

 By:

 /s/
 Tim Battles

 March

 Tim
 Battles

 By:

 /s/
 Peter Conway

 Peter
 Conway

 By:

 /s/
 William J. MacDonald

 March

 William
 J. MacDonald

 By:

 /s/
 Thomas Rauker

 March

 Thomas
 Rauker