SEC Comment Letter 0000000000-23-011392 to American Picture House Corp (APHP)
American Picture House Corp
Date: Oct. 18, 2023 · CIK: 0001771995 · Accession: 0000000000-23-011392
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-56586
Letter
United States securities and exchange commission logo October 18, 2023 Bannor Michael MacGregor Chief Executive Officer American Picture House Corp 555 Madison Avenue 5FL New York, NY 10022 Re:American Picture House Corp Amendment No. 2 to Registration Statement on Form 10-12G Filed October 13, 2023 File No. 000-56586 Dear Bannor Michael MacGregor: We have reviewed your October 13, 2023 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 3, 2023 letter. Amendment No. 2 to Registration Statement on Form 10-12G Our Chief Executive Officer and Chairman of the Board of Directors holds a significant percentage of our outstanding voting securities, page 13 1.Please revise to quantify (by percentage) the voting power of Mr. MacGregor due to his ownership of common and Series A preferred stock. In this regard, we note that the percentage appears to be substantial in comparison to the voting power which will be held by other stockholders. Please also revise the Corporate History section on page 7 to disclose and quantify Mr. MacGregor's ownership position (common and preferred) and voting power in the company.
FirstName LastNameBannor Michael MacGregor Comapany NameAmerican Picture House Corp October 18, 2023 Page 2 FirstName LastName Bannor Michael MacGregor American Picture House Corp October 18, 2023 Page 2 Executive Compensation, page 32 2.We note your response to comment 4 and reissue our comment in part. To the extent no compensation was paid to directors in 2022, so state. Alternatively, please include the disclosure required by Item 402(r) of Regulation S-K. Note 2 - Summary of Significant Accounting Policies Assigned Rights to the Feature Film, Buffaloed, page 63 3.The disclosure you provided in response to prior comment 9 appears to indicate that you acquired a receivable due from the CAMA in the amount of $249,924. Please tell us your basis in GAAP for recognizing this amount as revenue during the year ended December 31, 2022. Note 7 - Equity Preferred Stock, page 67 4.We read your response to prior comment 12. Please disclose the amount of the liquidation preference in the filing. Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Gary L. Blum, Esq.
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United States securities and exchange commission logo
October 18, 2023
Bannor Michael MacGregor
Chief Executive Officer
American Picture House Corp
555 Madison Avenue 5FL
New York, NY 10022
Re:American Picture House Corp
Amendment No. 2 to Registration Statement on Form 10-12G
Filed October 13, 2023
File No. 000-56586
Dear Bannor Michael MacGregor:
We have reviewed your October 13, 2023 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our October 3, 2023
letter.
Amendment No. 2 to Registration Statement on Form 10-12G
Our Chief Executive Officer and Chairman of the Board of Directors holds a significant
percentage of our outstanding voting securities, page 13
1.Please revise to quantify (by percentage) the voting power of Mr. MacGregor due to his
ownership of common and Series A preferred stock. In this regard, we note that the
percentage appears to be substantial in comparison to the voting power which will be held
by other stockholders. Please also revise the Corporate History section on page 7 to
disclose and quantify Mr. MacGregor's ownership position (common and preferred) and
voting power in the company.
FirstName LastNameBannor Michael MacGregor
Comapany NameAmerican Picture House Corp
October 18, 2023 Page 2
FirstName LastName
Bannor Michael MacGregor
American Picture House Corp
October 18, 2023
Page 2
Executive Compensation, page 32
2.We note your response to comment 4 and reissue our comment in part. To the extent no
compensation was paid to directors in 2022, so state. Alternatively, please include the
disclosure required by Item 402(r) of Regulation S-K.
Note 2 - Summary of Significant Accounting Policies
Assigned Rights to the Feature Film, Buffaloed, page 63
3.The disclosure you provided in response to prior comment 9 appears to indicate that you
acquired a receivable due from the CAMA in the amount of $249,924. Please tell us your
basis in GAAP for recognizing this amount as revenue during the year ended December
31, 2022.
Note 7 - Equity
Preferred Stock, page 67
4.We read your response to prior comment 12. Please disclose the amount of the liquidation
preference in the filing.
Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Gary L. Blum, Esq.