What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-06 · 304 added, 574 removed, 233 unchanged (79% of the section changed)

Financial Statements (Unaudited)

Financial Statements.

PICTURE HOUSE CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2025

CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2026

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets, September 30, 2025 (unaudited) and December 31, 2024

Condensed Consolidated Statements of Operations, for the three and nine months ended September 30, 2025 and 2024

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit), for the three and nine months ended September 30, 2025 and 2024

Condensed Consolidated Statements of Cash Flows, for the nine months ended September 30, 2025 and 2024

Condensed Consolidated Balance Sheets, March 31, 2026 (unaudited) and December 31, 2025

Condensed Consolidated Statements of Operations, for the three months ended March 31, 2026 and 2025

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit), for the three months ended March 31, 2026 and 2025

Condensed Consolidated Statements of Cash Flows, for the three months ended March 31, 2026 and 2025

Notes to Condensed Consolidated Financial Statements

PICTURE HOUSE CORPORATION

CONSOLIDATED BALANCE SHEETS

September 30, 2025

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2026

December 31, 2025

7 unchanged sentences

Loans receivable, film financing arrangements

Intangible assets, net of accumulated amortization of $ 36,750 and $ 19,250 as of September 30, 2025 and December 31, 2024, respectively.

Intangible assets, net of accumulated amortization of $ 48,417 and $ 42,583 as of March 31, 2026 and

December 31, 2025, respectively.

LIABILITIES AND STOCKHOLDERS’ DEFICIT

13 unchanged sentences

1,000,000,000 authorized.

112,899,325 and 111,399,325 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

113,761,925 and 113,399,325 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Preferred Stock $ 0.0001 par value.

1,000,000 authorized.

3,839 and 3,829 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

3,839 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Additional paid in capital

3 unchanged sentences

Total Stockholders’ Equity (Deficit)

( 1,138,629 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

1 unchanged sentence

audited information.

accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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

PICTURE HOUSE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended September 30,

Nine months ended September 30,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended March 31,

Cost of revenues

5 unchanged sentences

Net Operating Loss

( 1,302,463 )

( 2,200,609 )

Other Income (Expenses):

5 unchanged sentences

$ ( 488,837 )

$ ( 105,557 )

$ ( 326,514 )

$ ( 1,355,022 )

$ ( 2,227,072 )

Net loss per common share - Basic and Diluted

2 unchanged sentences

PICTURE HOUSE CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the nine months ended September 30, 2025 and 2024

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

Total Stockholders’ Equity

Total Stockholders’

Balance, December 31, 2024

$ ( 7,291,954 )

Issuance of Common Stock

Preferred stock redeemed in exchange for assets

Stock option compensation

( 1,495,987 )

Balance, March 31, 2025

$ ( 7,780,791 )

Common Stock issued for services

Issuance of Common Stock

Balance, June 30, 2024

$ ( 528,514 )

Balance, September 30, 2024

$ ( 7,248,768 )

$ ( 273,486 )

Preferred Stock

Additional Paid In

Total Stockholders’

Stock Subscription

Stockholders’ Equity

Balance, December 31, 2025

$ ( 7,826,394 )

Preferred stock redeemed in exchange for assets

Stock option compensation

Balance, March 31, 2025

$ ( 257,547 )

$ ( 7,826,394 )

Common Stock issued for services

Stock option compensation

Balance, June 30, 2025

$ ( 257,547 )

$ ( 1,106,107 )

$ ( 8,541,419 )

$ ( 1,106,107 )

Stock option compensation

Balance, September 30, 2025

Financing costs settled in shares of stock

Note payable ($ 5,754 ) and financing costs ($ 1,750 ) settled in shares of stock

Balance, March 31, 2026

$ ( 7,997,633 )

4 unchanged sentences

PICTURE HOUSE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended September 30,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31,

Cash Flows from Operating Activities:

3 unchanged sentences

Adjustments to Reconcile Net Income (Loss) to Net Cash Flows from Operating Activities:

Reserve for uncollectible receivable

Expiration of produced and licensed costs

Impairment of loan receivable, film financing arrangements

Stock option expense

1 unchanged sentence

Preferred stock redeemed in exchange for assets

Note payable converted to equity

Financing costs paid in shares of common stock

Amortization expense

7 unchanged sentences

Accounts payable and accrued expenses

Payable to related party

Interest payable

Interest payable - related parties

11 unchanged sentences

Repayments on commercial line of credit

Proceeds from note payable

Repayment of note payable

Proceeds from sale of Common Stock

3 unchanged sentences

Cash and Cash Equivalents, End of Period

Non-cash Financing and Investing Activities:

Notes payable converted to Common Stock

Financing costs paid in Common Stock

accompanying notes are an integral part of these unaudited interim consolidated financial statements.

to (Unaudited) Condensed Consolidated Financial Statements

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – Organization and Description of Business

Picture House Corporation.

(“the Company,” “we,” “APHP”, and “us”) was incorporated in

Picture House Corporation (the “Company,” “we,” “APHP,” and “us”) was incorporated in

the State of Nevada on September 21, 2005, originally under the corporate name of Servinational, Inc.

7 unchanged sentences

House Corporation.

is focused on the development, financing and production of feature films and related content.

There were no changes to the Company’s

organizational structure during the three months ended September 30, 2025.

(As previously disclosed, the Company dissolved Devil’s

Half-Acre, LLC and Ask Christine Productions, LLC on May 12, 2025.)

Company’s year-end is December 31.

The Company’s year-end is December 31.

is an entertainment company focused on the development, packaging, financing and production of feature films and limited series.

2025, the Company pivoted away from third-party consulting to concentrate on internally developed projects and selective strategic partnerships.

As of March 31, 2026, APHP’s project participation includes BARRON’S COVE, POSE, THIEVES HIGHWAY, PROTECTOR and MOTION.

BARRON’S COVE, POSE and THIEVES HIGHWAY were released in 2025;

PROTECTOR was released in U.S.

theaters on March

and MOTION remained in post-production during the quarter.

Company had no employees as of March 31, 2026 and continued to rely on consultants and other independent contractors for corporate operations

and project-level activities.

The Company dissolved Devil’s Half-Acre, LLC and Ask Christine Productions, LLC on May 12, 2025.

2 – Summary of Significant Accounting Policies

of Presentation

accompanying unaudited consolidated financial statements are presented in conformity with accounting principles generally accepted in

the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission

interim financial statements are unaudited, and in our opinion, include all adjustments of a normal recurring nature necessary for the

fair presentation of the periods presented.

The results for the interim periods are not necessarily indicative of the results to be expected

for any subsequent period or for the year ending December 31, 2025.

These unaudited consolidated financial statements and related notes

should be read in conjunction with our financial statements for the year ended December 31, 2024.

accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S.

GAAP and pursuant to the

rules and regulations of the Securities and Exchange Commission applicable to interim financial statements.

In the opinion of management,

the interim financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the interim

periods presented.

The results for the interim period are not necessarily indicative of the results to be expected for the full year

ending December 31, 2026.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited

financial statements and notes thereto for the year ended December 31, 2025.

of Consolidation

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.

Devil’s Half-Acre, LLC and Ask Christine Productions,

LLC were both dissolved on May 12, 2025.

condensed consolidated financial statements include the accounts of American Picture House Corporation and its wholly owned subsidiaries,

Devil’s Half-Acre, LLC and Ask Christine Productions, LLC.

All intercompany balances and transactions have been eliminated in consolidation.

preparation of financial statements in conformity with U.S.

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.

reported amounts of assets and liabilities and the related disclosures of contingent assets and liabilities at the date of the financial

statements, as well as the reported amounts of revenues and expenses during the reporting period.

Actual results may differ from those

and Cash Equivalents

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,

receivable primarily consist of trade receivables due from fees derived from licensing of IP to content providers worldwide.

As of December

31, 2024, 100 % of accounts receivable were due from the BUFFALOED CAMA (see Assigned Rights to feature film, BUFFALOED below).

of Accounts Receivable

September 30,

equivalents are short-term highly liquid investments with original maturities of three months or less when acquired.

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 March 31, 2026, accounts receivable was related to the BUFFALOED CAMA (see Assigned Rights

to feature film, BUFFALOED below) and collection service fees related to the Company’s contractual revenue collection rights

to BARRON’S COVE .

As of December 31, 2025, 100 % of accounts receivable were due from collection service fees related to

the Company’s contractual revenue collection rights under Amendment No.

1, dated December 29, 2025, to the Company’s agreement

relating to BARRON’S COVE .

Under that amendment, the Company is entitled to receive 100 % of Net Revenues until it has received

an aggregate of $ 1,150,000 (the “APHP Priority Amount”).

Accordingly, the $ 1,150,000 accounts receivable balance reflects

the Company’s contractual priority receivable / collection right at year-end.

There was no bad debt expense for the quarters ended

March 31, 2026 and 2025 and no additional allowance for doubtful accounts for the periods ended March 31, 2026 and December 31, 2025.

Schedule of Accounts Receivable

March 31, 2026

December 31, 2025

Accounts receivable, CAMA

Accounts receivable, Collection Service Fees

Accounts receivable

f or doub tful accounts

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.

Management determined that no allowance for doubtful accounts is necessary at September 30, 2025 or December 31, 2024.

September 30, 2025, 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.

prepaid expenses are eventually consumed, they are charged to expense.

The Company had $ 45,306 and $ 29,629 in prepaid expenses as of

September 30, 2025 and December 31, 2024, respectively.

and Licensed Content Costs

Company capitalizes certain costs related to film project rights, options and other development-stage investments, as well as loans and

receivables related to film productions.

Long-lived assets, including film rights and options, are reviewed for impairment whenever events

or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC 360-10-35.

Receivables and

loans are assessed for collectability based on the credit quality of counterparties, project progress, and other qualitative and quantitative

When it is determined that an asset’s carrying value exceeds its estimated future economic benefit and no reasonable expectation

exists of recovery, the asset is either impaired (adjusted to its recoverable amount) or written off in full.

Impairment losses and write-offs

are recognized in the period in which the determination is made and are recorded in the consolidated statements of operations as impairment

production costs, whether produced or acquired/ licensed rights, include development costs, direct costs and production overhead.

amounts and licensed content are included in “Produced and Licensed Content Costs” on the balance sheet as follows:

of Produced and Licensed Content Costs

September 30,

production costs, whether produced or acquired/licensed rights, include development costs, direct costs and production overhead, and

are subject to impairment evaluation when events or circumstances indicate the carrying value may not be recoverable.

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

March 31, 2026

December 31, 2025

Films in development and pre-production stage

Produced and licensed

March 11, 2025, an agreement was executed between the Company’s past president, Alfred John Luessenhop, Jr.

(“Luessenhop”)

and APHP, along with its affiliated entities Devil’s Half-Acre, LLC and Ask Christine Productions, LLC.

Under the terms of the

agreement, Luessenhop agreed to transfer one million shares of APHP common stock, valued at $ 256,000 , to APHP.

In exchange, Luessenhop

received all rights, title, and interest in the motion picture project DEVIL’S HALF-ACRE, including the screenplay, filmed

footage, copyright, and related materials, as well as the screenplay and associated option agreement for ASK CHRISTINE.

Additionally,

Luessenhop was also assigned APHP’s rights under a Software License Agreement dated November 16, 2023, and a Microsoft Azure Cloud

Services Agreement.

The agreement also included a mutual release of all claims related to the referenced screenplays and agreements.

April 29, 2025, The Noah Morgan Private Family Trust retired ten Preferred shares of the Company in lieu of Mr.

Luessenhop retiring one

million shares of APHP as Mr.

Luessenhop was required to do by the APHP Luessenhop Agreement dated March 11, 2025.

Assessment f or Investment in Films and Licensed Program R ig ht

June 12, 2025, the Company’s Chief Executive Officer reported to the Board of Directors that the Company will not pursue production

of Coyote Sleeps and the underlying option rights have expired.

Management concluded that no future economic benefit is expected

from this project and, accordingly, the remaining carrying value was written off in full during the quarter.

The write-off was recorded

as an impairment loss of $ 150,834 .

of September 30, 2025, the Company has one property, TURN UP THE SUN!, which is completed and is awaiting a release date.

and continues

to be actively marketed through its sales agent, The Syndicate, including at film festivals, and is pursuing distribution

arrangements with potential streaming partners.

Although the original option to acquire a 24 %

ownership interest expired on January 7, 2025, the option has been extended under the current agreement with SSS Entertainment, LLC

such that the original terms remain exercisable.

Based on the extension, ongoing marketing efforts, and expected ability to

consummate a distribution or strategic transaction, management believes the carrying value of the related asset remains recoverable

and, therefore, no impairment was recognized as of September 30, 2025.

the nine months ended September 30, 2024, the Company allowed options to two screenplays to expire and wrote-off $ 15,000 of previously

capitalized option costs.

r ig hts to the f eature f ilm, BUFFALOED.

November 2022, the Company obtained certain limited rights to the feature film BUFFALOED from Bold Crayon, Inc.

including 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

(“the BC Assets”).

During the quarters ended September 30, 2025 and 2024, the Company reported revenues of $ 0 and $ 0 , respectively,

from the CAMA.

During the nine months ended September 30, 2025 and 2024, the Company reported revenues of $ 0 and $ 23,003 , respectively,

from the CAMA.

partial consideration for the BC Assets acquired by APHP, APHP paid BC the first one hundred thirty thousand dollars ($ 130,000.00 USD)

that APHP collected from the BUFFALOED and agreed to deliver one Preferred Share to BC for each ten thousand dollars ($ 10,000.00

USD), in value paid to 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.

In April 2025, the Company issued BC twenty Preferred Shares of APHP pursuant

to this arrangement.

Completed Released In November 2022, the Company obtained certain limited rights to the feature film BUFFALOED from Bold Crayon,

(“BC”), including 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 (“the BC Assets”).

During the quarters ended March 31, 2026 and 2025, the Company reported revenues

of $ 1,220 and $ 0 , respectively, from the CAMA.

partial consideration for the BC Assets being acquired by APHP hereunder, APHP agreed to pay BC the first one hundred thirty thousand

dollars ($ 130,000.00 USD) that APHP collected from the BUFFALOED and to deliver one Preferred Share to BC for each ten thousand

dollars ($ 10,000.00 USD), in value paid to 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.

As of March 31, 2025, BC was due to receive 20 Preferred Shares

These Preferred Shares were issued to BC at the end of April 2025.

HALF-ACRE / ASK CHRISTINE, disposition of project rights.

On March 11, 2025, the Company entered into an agreement pursuant to

which it assigned to the Company’s past president, Alfred John Luessenhop, Jr.

(“Luessenhop”) all of the Company’s

and certain affiliated entities’ rights, title, and interest in the motion picture project DEVIL’S HALF-ACRE , and

assigned the screenplay and option agreement for ASK CHRISTINE , in each case effective upon completion of Luessenhop’s transfer

to the Company of 1,000,000 shares of the Company’s common stock (valued at $ 256,000 ).

The Company also agreed to assign to Luessenhop

the Company’s rights under certain software license and cloud services agreements, subject to the terms of the agreement.

APHP acquired a first-priority recoupment/loan position related to this title in August 2025.

film was released in the U.S.

on June 6, 2025 by Well Go USA.

As reported by the producer/sales agent, a three-year U.S.

streaming license

with Paramount+ was executed in early October 2025.

Revenue collection and inter-party allocation.

On December 29, 2025, the Company entered into Amendment No.

1 to its agreement

with SSS Entertainment, LLC (“SSS”), which sets forth inter-party revenue collection and allocation mechanics for amounts

actually received by the Company from exploitation of BARRON’S COVE.

Under the amendment, the Company is entitled to receive

100% of Net Revenues until it has received an aggregate $ 1,150,000 , after which Net Revenues are allocated 85% to SSS and 15% to the

Company until SSS has received the specified recoupment amount, and thereafter 100% of subsequent Net Revenues are retained by the Company.

The amendment also provides for quarterly statements and inspection rights and requires remittance timing for amounts payable to SSS.

The amendment further acknowledges uncertainty relating to bankruptcy proceedings involving Yale Entertainment LLC and the potential

impact on enforcement, priority, or timing of collections.

Completed Released .

APHP earned an “in Association with” credit and holds an option to purchase a 24 % ownership position

through December 31, 2025, which would require an additional investment of $ 725,000 to exercise.

As of September 30, 2025, the option

had not been exercised.

The Company carried this asset at $ 300,000 as of September 30, 2025.

Completed Released .

APHP earned an “In Association With” credits.

The Company issued 250,000 shares to Mr.

Sanghani as consideration attributed to this title in Q4 2025.

Completed Released.

APHP earned an “In Association With” credits.

The Company issued 250,000 shares to Mr.

consideration attributed to this title in Q4 2025.

In post-production .

APHP anticipates co-producing and co-financing the film with SSS Entertainment.

Management reviews produced and licensed content costs for impairment when events indicate that the carrying amount may not

be recoverable.

Company’s intangible assets include in-service and under-development websites and licensed internal use software.

capitalized costs of the Company’s websites placed into service were subject to straight-line amortization over a three-year 3

Amortization expense totaled $ 5,833

for the quarters ended September 30, 2025 and 2024, respectively.

Amortization expense totaled $ 17,500

for the nine months ended September 30, 2025 and 2024, respectively.

noted above, on March 11, 2025, the Company’s past president, Alfred John Luessenhop, Jr was assigned APHP’s rights under

a Software License Agreement dated November 16, 2023, and a Microsoft Azure Cloud Services Agreement.

The capitalized

costs of the Company’s websites placed into service were subject to straight-line amortization over a three-year period.

expense totaled $ 5,834 and $ 5,833 for the quarters ended March 31, 2026 and 2025, respectively.

revenue represents the amount billed to clients that has not yet been earned, pursuant to agreements entered into in current and prior

As of September 30, 2025 and December 31, 2024, total net deferred revenue was $ 50,000 and $ 50,000 , respectively.

in deferred revenue relates to the grant of a producer credit to a proposed film.

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.

As of March 31, 2026 and December 31, 2025, total net deferred revenue was $ 50,000 and $ 50,000 , respectively.

The $ 50,000 in

deferred revenue relates to the grant of a producer credit to a proposed film.

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

12 unchanged sentences

The Company has elected to adopt this practical expedient with regards to its consulting services revenue.

Revenues for the three months and nine months ended September 30, 2025 and 2024 totaled $ 0 and $ 0 , respectively.

Revenues for the three months ended March 31, 2026 and 2025 totaled $ 1,220 and $ 0 , respectively.

from Films and Licensed Rights , are calculated based on expected ultimate revenues estimated over a period not to exceed ten

5 unchanged sentences

estimates over a period not to exceed twenty years following the date of acquisition.

derived from the BUFFALOED CAMA totaled $ 0 and $ 0 for the quarters ended September 30, 2025 and 2024, respectively.

Revenue derived

from the BUFFALOED CAMA totaled $ 0 and $ 23,003 for the nine months ended September 30, 2025 and 2024, respectively.

derived from the BUFFALOED CAMA totaled $ 1,220 and $ 0 for the quarters ended March 31, 2026 and 2025, respectively.

Value Measurements – The Company measures and discloses fair value in accordance with the ASC Topic 820, Fair Value

63 unchanged sentences

Loss Per Share

(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.

following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion

would have been anti-dilutive:

of Anti-dilutive Securities Excluded from Computation of Weighted Average Common Shares Outstanding

September 30,

net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common

shares outstanding during the period.

Diluted net loss per common share reflects the potential dilution from common stock equivalents

only to the extent they are not anti-dilutive.

For the quarter ended March 31, 2026, potentially dilutive securities included Series

A preferred shares and outstanding stock options.

Schedule of Anti-dilutive Securities Excluded from Computation of Weighted Average Common Shares Outstanding

March 31, 2026

December 31, 2025

Convertible Preferred Stock

Stock options

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.

accounting standards

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.

Company operates as one reportable segment.

The Company’s Chief Executive Officer serves as the chief operating decision maker.

Issued Accounting Pronouncements

has evaluated recently issued accounting pronouncements through the filing date of this Quarterly Report and determined that none are

expected to have a material impact on the Company’s condensed consolidated financial statements, except as may be described in

a finalized quarter-end memo.

3 – Liquidity and Going Concern

Company’s financial statements are prepared using account principles generally accepted in the United States (“U.S.

applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

As of September 30, 2025, the Company had a working capital deficit of approximately ($ 1,522,000 ) and an accumulated deficit of approximately

$ 8,647,000 .

Further, as of September 30, 2025, the Company had $ 102,000 in cash.

These factors, among others, raise significant 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.

Company has a limited operating history, which makes it difficult to evaluate current business and future prospects.

During the first

nine months of 2025, the Company reported $ 0 revenues.

During 2024 and 2023, the Company reported approximately $ 53,000 and $ 164,000

of total revenues, respectively.

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.

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.

this situation, the Company has loan agreements with the Company’s CEO and the Noah Morgan Private Family Trust, a trust controlled

by the Company’s CEO, to fund its month-to-month cash flow needs.

During the first nine months of 2025, the Company borrowed approximately

$ 331,000 from and repaid approximately $ 15,000 to Mr.

MacGregor and the Noah Morgan Private Family Trust pursuant to master loan agreements.

The master note agreements accrue interest at a rate of 4.4 % due and payable in a lump sum upon maturity of the obligation.

are not convertible.

4 — Film Production Loans and Receivables

Mezzanine Loan Agreement with Barron’s Cove Movie, LLC

February 2024, the Company loaned $ 200,000 to Barron’s Cove Movie, LLC pursuant to a Senior Mezzanine Loan Agreement.

the loan proceeds will be used to pay producer fees, including $ 10,000 to Mr.

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.

maintains a first-priority recoupment/loan position against BARRON’S COVE, acquired August 1, 2025, from SSS Entertainment,

Under the applicable agreements and security filings (UCC-1), APHP is entitled to receive first-priority distributions from specified

project receipts after sales fees, distribution expenses, participations, residuals and other senior deductions (see Note 5 “Produced

& Licensed Content”).

As of the date of this report, APHP is evaluating the exercise of remedies under Article 9 of the New

York Uniform Commercial Code, including potential foreclosure on collateral, which may result in APHP obtaining greater control over

project revenues and/or related assets.

There can be no assurance as to, if, or when any such remedies will be exercised or the outcome

Loan Agreement with PNP Movie, LLC

Movie, LLC senior loan (default;

written off).

In February 2024, the Company agreed to lend $ 97,475 to PNP Movie, LLC for a feature-length

motion picture;

in April 2024, the agreement was amended to provide an additional $ 42,525 and to use best efforts to increase aggregate

financing to $ 597,475 .

As of September 30, 2025, cumulative advances totaled $ 196,200 ($ 196,200 at December 31, 2024).

Under the agreement,

principal plus a 20% premium was due on the earlier of twelve months from funding or receipt of allocable project proceeds.

loan has been in default for more than 120 days, and management believes there is significant uncertainty regarding completion or release

Accordingly, during the quarter ended June 30, 2025, the Company recorded a full write-off of $ 196,200 as impairment

loss in the condensed statements of operations.

No recoveries were recognized as of the reporting date.

Background terms were initially

disclosed in our Form 10-Q for the quarter ended June 30, 2025.

5 — Produced & Licensed Content Costs (Film Projects)

COVE — Completed;

On August 1, 2025, APHP acquired from SSS Entertainment, LLC a first-priority recoupment/loan position related

to this title (see Note 4 “Film Production Loans and Receivables”).

APHP also holds an “in Association with”

credit, and Bannor Michael MacGregor holds a Producer credit.

The film premiered at the Hamptons International Film Festival in October

2024 and was released in the U.S.

on June 6, 2025 by Well Go USA.

As reported by the producer/sales agent, a three-year U.S.

license with Paramount+ was executed in early October 2025 (see Note 12 “Subsequent Events”).

( aka POSE) — Completed;

Awaiting Release Date.

( aka POSE) .

APHP earned an “in Association with” credit;

MacGregor holds a producer

The film was completed and awaiting release as of September 30, 2025.

APHP currently holds an option

to purchase a 24 % ownership position through December 31, 2025, which would require an additional investment of $ 725,000 to exercise.

As of September 30, 2025, the option had not been exercised.

The Company carries this asset on the balance sheet at $ 300,000 .

No revenue was recognized as of quarter-end.

Related-party

The producer credit is held by Mr.

MacGregor, the Company’s CEO.

See Note 11 “Related Party Transactions”.

Awaiting Release Date.

The film was completed and awaiting release as of September 30, 2025.

APHP anticipates earning an “in Association with”

credit and issuing 250,000 shares

Sanghani (or an assignee), of SSS Entertainment LLC, a producer of the film, as consideration attributed to this title.

date APHP has not issued such shares, pending final negotiations and anticipates issuing the shares in Q4;

APHP does not own an

equity interest in the film.

No revenue was recognized as of quarter-end.

Related-party

A producer credit may also be granted to Mr.

MacGregor, the Company’s CEO.

See Note 11 “Related Party

Transactions”.

HIGHWAY — Completed;

Awaiting Release Date.

The film was completed and awaiting release as of September 30, 2025.

APHP anticipates earning an “in association

with” credit.

APHP anticipates issuing 250,000

common shares to Mr.

Sanghani (or an assignee), of SSS

Entertainment, a producer of the film, as consideration attributed to this title.

To date APHP has not issued such shares and is in

final negotiations and anticipates issuing the shares in Q4;

APHP does not own an equity interest in the film.

No revenue was recognized as of quarter-end.

Related-party

A producer credit may also be issued to Mr.

MacGregor, the Company’s CEO.

See Note 11 “Related Party Transactions”.

(aka GET DA BAG ) — In Pre-Production.

(aka GET DA BAG ).

As of September 30, 2025, the project was in pre-production, with principal photography planned for

mid-December 2025 in New Orleans, Louisiana, subject to financing, production and talent conditions.

APHP expects to co-produce with

SSS Entertainment and Mr.

MacGregor is expected, but subject to final negotiations, to receive a Producer credit.

APHP anticipates

owning an ownership stake in the film subject to future investment.

No revenue was recognized as of quarter-end.

Related-party

A producer credit may also be issued to Mr.

MacGregor, the Company’s CEO.

See Note 11 “Related Party Transactions”.

6 — Intangible Assets

identifiable intangible assets consist of the following assets:

Schedule of Intangible Assets

September 30, 2025

December 31, 2024

Website placed in service

Software – predeployment

Intangible assets, gross

noted above, on March 11, 2025, the Company’s past president, Alfred John Luessenhop, Jr was assigned APHP’s rights under

a Software License Agreement dated November 16, 2023, and a Microsoft Azure Cloud Services Agreement.

were no impairment charges associated with the Company’s identifiable intangible assets during the three and nine months ended

September 30, 2025 and 2024.

Amortization expense totaled $ 5,833 and $ 5,833 for the nine months ended September 30, 2025 and 2024, respectively.

Amortization expense totaled $ 17,500 and $ 12,417 for the nine months ended September 30, 2025 and 2024, respectively .

7 — Notes Payable and Line of Credit

Related-party

notes (CEO and Noah Morgan Private Family Trust), commercial lines of credit, EIDL loan;

activity during Q3.

Payable – Mr.

the nine months ended September 30, 2025, the Company borrowed $ 302,822 , from and repaid $ 15,119 to Mr.

MacGregor pursuant to a master

loan agreement dated March 1, 2023.

the nine months ended September 30, 2024, the Company borrowed $ 70,292 from and repaid $ 30,310 to Mr.

MacGregor under the same master

loan agreement.

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.

Morgan Private Fami ly Trust Loan Agreement (“NMPFT” )

the nine months ended September 30, 2025, the Company borrowed $ 29,000 , from and repaid $ 0 to NMPFT pursuant to a master loan agreement.

During the nine months ended September 30, 2024, the Company borrowed $ 280,000 from and repaid $ 0 to NMPFT under the same master loan

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.

$ 200,000 of these loan proceeds were used to fund the senior mezzanine loan to Barron’s Cove Movie,

Payable – Board Member

the quarter ended September 30, 2024, the Company borrowed $ 5,000 from a member of the Board of Directors.

This note was repaid in full

accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern.

As of March 31, 2026, the Company had a working capital deficit of approximately $ 1,452,000 ,

an accumulated deficit of $ 7,997,633 ,

and cash and cash equivalents of approximately $ 22,000 .

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the

date the financial statements are issued.

current plan to address these conditions includes continued project monetization efforts, borrowings from related parties or third parties,

equity issuances or equity-linked financings, and disciplined management of operating expenditures.

During the first quarter of 2026,

the Company entered into a convertible note financing with Labrys Fund II, L.P.

and also continued to implement project-level arrangements

with SSS Entertainment, LLC.

There can be no assurance that these efforts will be successful.

related transfer agent instructions, the Company authorized its transfer agent to reserve an initial 12,000,000 shares of common stock

for potential issuance upon conversion and to adjust the reserve from time to time consistent with the note’s terms and limitations.

The note’s conversion price is based on a discount to market prices over a specified trading-day lookback period, and conversions

are subject to beneficial ownership limitations.

During the quarter ended March 31, 2026, Labrys converted $ 5,754 of principal together

with $ 1,750 for fees, $ 7,504 in total, into 162,600 shares of Common Stock at a conversion price of $ 0.04615 per share of Common Stock.

4 – Notes Payable

Injury Disaster Loan

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.

Line of Credit

April 2024, the Company entered into a line of credit agreement with American Express.

During the nine months ended September 30, 2024,

the Company borrowed a total of $ 142,500 under the line and repaid principal of $ 29,052 .

During the nine months ended September 30, 2025,

the Company borrowed a total of $ 1,050 under the line and repaid principal of $ 0 .

The borrowings on the line of credit bear interest

at rates ranging from 16.09 % to 34.3 %.

At present, the Company cannot draw upon the line of credit until the Company pays it down to

MacGregor has personally guaranteed these loans.

Fund II, L.P.

Promissory Note (Sept 22, 2025).

The Company issued an unsecured $ 115,000 promissory note to Labrys Fund II, L.P.

The note matures twelve months from issuance and permits prepaymentwithin 181 days at stated premiums.

It includes a discretionary

proceeds sweep on certain future financings and customary covenants/events of default;

upon default, the balance is immediately due at

Conversion is permitted only upon default or missed amortization, at 65% of the lowest traded price over the twenty prior

trading days, subject to a 4.99% (up to 9.99%) ownership cap and share-reserve requirements .

Amortization begins March 23, 2026 with

monthly payments through maturity.

As of September 30, 2025, there were no events of default, conversions, or prepayments.

Company’s EIDL obligation had a carrying value of $ 149,900 at December 31, 2025, with accrued interest of $ 6,086 .

The loan bears

interest at 3.75 % per annum and is secured by substantially all of the Company’s tangible and intangible assets.

Insert the March

31, 2026 accrued interest and current/non-current presentation analysis.

Line of Credit

September 12, 2025, the Company entered into an Equity Line of Credit Agreement (“ELOC”) with RH2 Equity Partners, L.P.,

and a related Registration Rights Agreement.

The ELOC provides the Company the right, at its discretion and subject to specified

conditions, to sell shares of its common stock to the investor over a 24-month period for aggregate gross purchase price up to the

lesser of $ 100.0

million or the Maximum Common Stock Issuance (as defined therein).

Proceeds, if any, are for general corporate purposes.

issuable, if and when issued, will be offered and sold in reliance on Section 4(a)(2) and/or Rule 506 under the Securities Act of

1933, as amended.

The Company filed the Agreements as Exhibits 10.1 and 10.2 to its Current Report on Form 8-K on September 19,

As of September 30, 2025, no shares had been issued and no proceeds had been received pursuant to the ELOC.

8 — Equity and Equity-Based Compensation

Entertainment — POSE .

As previously disclosed, under a November 11, 2024 agreement the Company agreed to issue 1,000,000

common shares and to pay $ 725,000

beneficial interest in Turn Up the Sun!

(aka POSE ), subject to a default provision requiring an additional 500,000

shares upon non-payment.

During the quarter ended June 30,

2025, the Company issued 500,000

shares under that default provision.

No additional shares were

issued during the quarter ended September 30, 2025.

Company has 1,000,000,000 common shares authorized.

As of October 27, 2025, the Company has 112,899,325 shares issued and outstanding.

As of October 27, 2025, the total number of shareholders of record was 333 .

Common Stock has a one share, one voting right, with no other rights.

There are no provisions in the Company’s Articles of Incorporation,

Articles of Amendment, or By-laws that would delay or prevent a change of control.

The Board may from time to time declare, and the Company

may pay, dividends on its shares in cash, property, or its own shares, except when the Corporation is insolvent, when the payment thereof

would render the Company insolvent, subject to any preferential dividend rights of outstanding shares of Preferred shares or when the

declaration or payment thereof would be contrary to any other state law restrictions.

Preferred Stock 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, 3,819 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.

“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

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.

Stock Activity

the nine months ended September 30, 2024, the Company sold 691,000 shares of Common Stock resulting in total proceeds of $ 169,000 .

shares of Common Stock were sold during the nine months ended September 30, 2025.

Stock Activity

April 29, 2025, The Noah Morgan Private Family Trust retired ten Preferred shares of the Company in lieu of Mr.

Luessenhop retiring one

million shares of APHP as Mr.

Luessenhop was required to do by the APHP Luessenhop Agreement dated March 11, 2025.

9 — Equity Based Compensation

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.

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.

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

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

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).

the quarters ended September 30, 2025 and 2024, the Company recorded $ 73,035 and $ 0 of stock option expense.

During the nine month periods

ended September 30, 2025 and 2024, the Company recorded $ 379,065 and $ 1,258,159 of stock option expense, respectively.

Option Grants

February 8, 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.

As all of the options vested 100 %

upon grant, the Company recorded $ 1,258,160 of stock option compensation expense in the quarter ended March 31, 2024.

Share-based compensation

expense is reported within General and Administrative expenses.

Also during 2024, two of the directors resigned from the Board and forfeited

options to purchase an aggregate of 500,000 shares of Common Stock.

In November 2024, the Board granted management the right to issue

options to purchase an aggregate of 5,569,967 shares of Common Stock to two consultants.

American Express line of credit balance was $ 97,905 at March 31, 2026 and December 31, 2025.

Borrowings bear interest at rates ranging

from approximately 16.09 % to 34.3 % and are personally guaranteed by Mr.

note financing (Labrys Fund II)

January 20, 2026, the Company entered into a securities purchase agreement with Labrys Fund II, L.P.

(“Labrys”) pursuant

to which the Company issued a 10 % promissory note in the aggregate principal amount of $ 172,500 (which includes an original issue discount

of $ 22,500 ) in exchange for a cash purchase price of $ 150,000 .

The note has a twelve-month maturity from the issue date and contains

conversion features subject to the note’s terms and limitations.

As additional consideration, the Company agreed to issue 200,000

shares of common stock as commitment shares.

The purchase price was disbursed such that $ 114,000 was wired to the Company, $ 7,500 was

paid to the placement agent (Enclave Capital LLC) for the Company’s benefit, $ 25,000 was directed to the investor for repayment

of a portion of a prior promissory note, and $ 3,500 was withheld for the investor’s legal fees.

the quarter ended March 31, 2026, Labrys converted $ 5,754 of principal together with $ 1,750 for fees, $ 7,504 in total, into 162,600 shares

of Common Stock at a conversion price of $ 0.04615 per share of Common Stock.

5 – Related Party Debt and Interest

Payable – Mr.

the quarter ended March 31, 2026, the Company borrowed $ 0

from and repaid $ 112,337

of principal and $ 18,300 of accrued interest to Mr.

MacGregor pursuant to a master loan agreement.

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

Morgan Private Family Trust Loan Agreement (“NMPFT”)

the quarter ended March 31, 2026, Company did no t borrow or repay any loan principal from a family trust related to Mr.

MacGregor pursuant

to a master loan agreement.

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.

$ 200,000 of these loan proceeds were used to fund the senior mezzanine loan to Barron’s

Cove Movie, LLC.

6 – Equity and Stock-Based Compensation

The Company has 1,000,000,000 common shares authorized and 1,000,000 preferred shares authorized, of which 100,000 are designated

as Series A Convertible Preferred Stock.

and Preferred Shares.

As of March 31, 2026 and December 31, 2025, the Company had 113,761,925 and 113,399,325 common shares and 3,839

Series A preferred shares issued and outstanding.

As of May 13, 2026, the Company disclosed 113,761,925 common shares and 3,839 Series

A preferred shares issued and outstanding.

Commitment Shares.

In connection with the January 20, 2026 Labrys financing, the Company agreed to issue 200,000 shares of common stock

as commitment shares.

March 2026, Labrys converted $ 5,754 of principal together with $ 1,750 for fees, $ 7,504 in total, into 162,600 shares of Common Stock

at a conversion price of $ 0.04615 per share of Common Stock.

As of March 25, 2026, 3,833,471 stock options remained outstanding and exercisable.

7 – Commitments and Contingencies

Potential JAMS arbitrations — consulting agreements (Sanger;

Subsequent to quarter-end, JAMS administratively opened two matters styled Jonathan Sanger v.

American Picture House Corporation (JAMS

5220010741) and Michael Jones v.

The Company disclosed in its Annual Report on Form 10-K that demands for arbitration were submitted to JAMS in Jonathan

American Picture House Corporation (JAMS Case No.

APHP has not been served in accordance

with the consulting agreements’ notice provisions and, on November 5, 2025, requested that JAMS defer arbitrator selection/administration

pending proof of contract-compliant service and reserved all rights (including consolidation if properly commenced).

No arbitrator has

been appointed and no schedule has issued.

Based on current information, management cannot conclude that a loss is probable and is unable

to reasonably estimate a possible loss or range of loss, if any, at this time.

APHP intends to evaluate any claims and defend its interests

as appropriate,

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.

5220010741) and Michael Jones v.

American Picture House Corporation (JAMS

5220010727), with JAMS advising that the Jones matter had been consolidated with the Sanger-caption matter.

The Company disputes

the claims asserted and reserves all rights, objections and defenses, including with respect to commencement, service and arbitrability.

Based on information currently available, management could not conclude that a loss was probable or reasonably estimable.

8 – Related Party Transactions

August 1, 2025, Bannor Michael MacGregor, the Company’s Chief Executive Officer and Chairperson, entered into a Pledge and Agreement

Not to Convert Preferred Shares with the Company.

Under the terms of this agreement, Mr.

MacGregor has irrevocably agreed not to convert

any Preferred shares under his control into common stock for a period of ninety (90) days from the date of the agreement, unless such

restriction is released earlier by the prior written consent of a majority of the Company’s Board of Directors.

The agreement was

entered into to provide stability to the Company’s capital and voting structure.

the three months ended September 30, 2025 and 2024, the Company incurred approximately $ 15,000 and $ 45,000 , respectively, of professional

fees to a legal firm affiliated with a member of the Board of Directors.

During the nine months ended September 30, 2025 and 2024, the

Company incurred approximately $ 105,000 and $ 135,000 , respectively, of professional fees to a legal firm affiliated with a member of

the Board of Directors.

As of September 30, 2025 and December 31, 2024, $ 146,000 and $ 94,000 , respectively, were unpaid.

Company has consulting services relationships with members of the Board whereby they were compensated a total of $ 15,000 and $ 15,000

during the three months ended September 30, 2025, and 2024, respectively.

During the nine months ended September 30, 2025 and 2024, the

Company incurred approximately $ 45,000 and $ 45,000 , respectively to the same individuals.

As of September 30, 2025 and December 31, 2024,

$ 30,000 and $ 0 , respectively, were accrued and unpaid.

Michael MacGregor, the Company’s Chief Executive Officer, has irrevocably waived, and has not received, the compensation otherwise

payable to him under his consulting agreement for the year to date, including the quarter ended September 30, 2025.

credits on third-party productions.

MacGregor expects to received “Producer” credits on certain third-party

titles, including PROTECTOR and THIEVES HIGHWAY .

These credits do not entitle Mr.

MacGregor to any cash compensation or

revenue participation separate from APHP’s arrangements, and APHP does not have an ownership interest in those films.

5 “Produced & Licensed Content”.

The following is a summary of related party transactions for the three months ended March 31, 2026 and 2025:

salary waiver;

standstill on preferred transfers/conversions.

On December 31, 2025, Mr.

MacGregor, the Company’s Chief Executive

Officer and controlling stockholder, delivered a letter to the Company’s Board confirming that he is waiving any cash salary effective

January 1, 2025 through March 31, 2026, unless the Board expressly approves otherwise in a written resolution executed after the date

of the letter.

The letter also confirms that, during the same period, Mr.

MacGregor will not sell, transfer, pledge, or otherwise dispose

of any of his preferred shares and will not convert any preferred shares into common stock, except as required by operation of law or

pursuant to a written Board-approved exception documented in advance.

fees/ related party.

During the quarters ended March 31, 2026 and March 31, 2025, the Company incurred approximately $ 0 and $ 45,000 ,

respectively, of professional fees to a legal firm affiliated with a former member of the Company’s Board of Directors.

31, 2026 and December 31, 2025, the Company had approximately $ 136,000 and $ 146,000 , respectively, included in accounts payable and accrued

expenses owed to the legal firm.

consulting arrangements.

During the quarters ended March 31, 2026 and March 31, 2025, the Company had consulting services relationships

with members of the Board of Directors whereby they were compensated a total of $ 0 and $ 15,000 , respectively.

As of December 31, 2025

and 2024, $ 0 and $ 0 , respectively, were accrued and unpaid with respect to such consulting arrangements.

The consulting services were

provided as requested by management and could be terminated at any time without penalty.

During the first quarter of 2025, amounts totaling

$ 15,000 were paid to Mr.

however, at Mr.

MacGregor’s direction, such amounts were applied as partial repayment of indebtedness

owed by the Company to him and were not treated as compensation.

During the quarter ended March 31, 2026, the Company borrowed $ 0 from and repaid $ 112,337 to Mr.

MacGregor pursuant to

a master loan agreement.

The master loan agreement accrues interest at a rate of 4.4 % and is payable in a lump sum upon maturity.

note is not convertible.

As of March 31, 2026, the Company owed $ 225,872 of principal and $ 727 of accrued interest on this note.

December 31, 2025, the Company owed $ 338,209 of principal and $ 16,676 of accrued interest on this note.

trust related to Mr.

During the quarter ended March 31, 2026, the Company borrowed $ 0 from and repaid $ 0 to a family trust

related to Mr.

MacGregor pursuant to a master loan agreement.

The master loan agreement accrues interest at a rate of 4.4 % and is payable

in a lump sum upon maturity.

The note is not convertible.

$ 200,000 of these loan proceeds were used to fund the senior mezzanine loan

to Barron’s Cove Movie, LLC.

As of March 31, 2026, the Company owed $ 309,000 of principal and $ 29,141 of accrued interest on this

As of December 31, 2025, the Company owed $ 309,000 of principal and $ 25,524 of accrued interest on this note.

9 – Subsequent Events

accordance with FASB ASC 855-10, Subsequent Events , the Company has analyzed its operations subsequent to September 30, 2025,

to the date these consolidated financial statements were issued.

Except as noted below, management has determined that it does not have

any material subsequent events, other than those listed below, to disclose in these consolidated financial statements.

COVE — Paramount+ License.

In early October 2025, the producer/sales agent reported execution of a three-year U.S.

license with Paramount+.

APHP is not the counterparty to this license;

the timing and amount of any distributions to APHP, if any, cannot

be estimated at this time.

See Note 5 “Produced & Licensed Content” and Note 4 “Film Production Loans and Receivables”.

JAMS Arbitration.

After the close of this quarter, the Company became aware that Mr.

Sanger and Mr.

Jones may assert claims relating

to their consulting agreements and may initiate a JAMS arbitration.

See Item 1 — Legal Proceedings and Note 10 “Commitments

& Contingencies”.

of October 27, 2025, APHP anticipates issuing 500,000

common shares to Mr.

Sanghani (or an assignee), of SSS Entertainment, in Q4 related to APHP’s involvement in PROTECTOR

and THIEVES HIGHWAY.

of October 27, 2025, APHP had not sold any shares under the ELOC and had not received proceeds.

We may elect to draw in future periods

subject to the conditions in the agreements.

JAMS administrative openings;

service objection.

On November 5, 2025, APHP requested that JAMS defer administration in Sanger v.

APHP (JAMS Case No.

5220010741) and Jones v.

5220010727) pending proof of contract-compliant service.

APHP designated a service email, reserved all rights (including potential

consolidation), and no arbitrator has been appointed.

has evaluated subsequent events through the date these condensed consolidated financial statements are issued.

fee discussions.

During the quarter ended March 31, 2026, the Company and Aldous PLLC engaged in discussions regarding outstanding

professional fees and entered into a tolling and standstill agreement effective March 1, 2026 to facilitate those discussions.

settlement documentation, including a proposed settlement amount of $ 103,598.52 , was circulated, but no final settlement agreement was

executed during the quarter.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements