American Picture House Corp

Notes to (Unaudited) Condensed Consolidated Financial Statements

Note 1 —Organization and Description of Business

American 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. 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.

APHP 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.)

The Company’s year-end is December 31.

Note 2 —Summary of Significant Accounting Policies

Basis of Presentation

The 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 (“SEC”).

Our 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.

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

Use of Estimates

The 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.

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 fees derived from licensing of IP to content providers worldwide. As of December 31, 2024,100% of accounts receivable were due from theBUFFALOEDCAMA (seeAssigned Rights to feature film, BUFFALOEDbelow).

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

Prepaid expenses

At 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. When the 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.

Produced and Licensed Content Costs

The 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 factors. 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 expense.

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:

On 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 transferone 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 forASK 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.

On 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.

Impairment Assessment for Investment in Films and Licensed Program Right

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

As 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.

During 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.

Assigned rights to the feature film, BUFFALOED.

In November 2022, the Company obtained certain limited rights to the feature filmBUFFALOEDfrom Bold Crayon, Inc. (“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 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.

As 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 theBUFFALOED and agreed to deliver one Preferred Share to BC for each ten thousand dollars ($10,000.00 USD), in value paid to APHP from theBUFFALOED 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.

Intangible assets

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

The capitalized costs of the Company’s websites placed into service were subject to straight-line amortization over a three-year period. Amortization expense totaled $5,833 and $5,833 for the quarters 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.

As 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.

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 September 30, 2025 and December 31, 2024, 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.

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

Revenues 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.

Revenue derived from theBUFFALOED CAMA totaled $0 and $0 for the quarters ended September 30, 2025 and 2024, respectively. Revenue derived from theBUFFALOED CAMA totaled $0 and $23,003 for the nine months ended September 30, 2025 and 2024, 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 input 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.

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 9 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.

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:

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 asone 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 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.

The 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. 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 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. These notes are not convertible.

Note 4 —Film Production Loans and Receivables

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 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.

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

Senior Loan Agreement with PNP Movie, LLC

PNP 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.

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

Note 5 —Produced & Licensed Content Costs (Film Projects)

BARRON’S COVE — Completed; Released.

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

TURN UP THE SUN! (akaPOSE) — Completed; Awaiting Release Date.

TURN UP THE SUN! (akaPOSE). APHP earned an “in Association with” credit; Mr. MacGregor holds a producer credit. 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.

Accounting: The Company carries this asset on the balance sheet at $300,000. No revenue was recognized as of quarter-end.

Related-party note: The producer credit is held by Mr. MacGregor, the Company’s CEO. See Note 11 “Related Party Transactions”.

PROTECTOR — Completed; Awaiting Release Date.

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

Related-party note: A producer credit may also be granted to Mr. MacGregor, the Company’s CEO. See Note 11 “Related Party Transactions”.

THIEVES HIGHWAY — Completed; Awaiting Release Date.

THIEVES HIGHWAY. 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.

Related-party note: A producer credit may also be issued to Mr. MacGregor, the Company’s CEO. See Note 11 “Related Party Transactions”.

MOTION (akaGET DA BAG)** — In Pre-Production.

MOTION (akaGET 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.

Related-party note: A producer credit may also be issued to Mr. MacGregor, the Company’s CEO. See Note 11 “Related Party Transactions”.

Note 6 —Intangible Assets

The identifiable intangible assets consist of the following assets:

As 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.

There 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.

Note 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.

Note Payable – Mr. MacGregor

During 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.

During 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.

Noah Morgan Private Family Trust Loan Agreement (“NMPFT”)

During 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 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.

Note Payable – Board Member

During 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 during the first quarter of 2025.

Economic Injury Disaster Loan

In March 2021, the Company executed anEconomic 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.

Commercial Line of Credit

During 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 $0. MacGregor has personally guaranteed these loans.

Labrys Fund II Loan

Labrys Fund II, L.P. Promissory Note (Sept 22, 2025). The Company issued an unsecured $115,000 promissory note to Labrys Fund II, L.P. on September 22, 2025. 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 150%. 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.

Equity Line of Credit.

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

Note 8 —Equity and Equity-Based Compensation

SSS 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 for a 24% beneficial interest in Turn Up the Sun! (akaPOSE), 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.

Common Stock

The 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.

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.

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,3,819 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.

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.

Common Stock Activity

During the nine months ended September 30, 2024, the Company sold 691,000 shares of Common Stock resulting in total proceeds of $169,000. No shares of Common Stock were sold during the nine months ended September 30, 2025.

Preferred Stock Activity

On April 29, 2025, The Noah Morgan Private Family Trust retiredten 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.

Note 9 —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).

During 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.

Stock Option Grants

On 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.

Note 10 —Commitments and Contingencies

Potential JAMS arbitrations — consulting agreements (Sanger; Jones). Subsequent to quarter-end, JAMS administratively opened two matters styled Jonathan Sanger v. American Picture House Corporation (JAMS Case No. 5220010741) and Michael Jones v. American Picture House Corporation (JAMS Case No. 5220010727). 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,

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.

Note 11 —Related Party Transactions

On 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.

During 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.

The 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.

Bannor 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.

Officer credits on third-party productions. Mr. MacGregor expects to received “Producer” credits on certain third-party titles, includingPROTECTOR andTHIEVES 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. See Note 5 “Produced & Licensed Content”.

Note 12 —Subsequent Events

In 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.

BARRON’S COVE — Paramount+ License. In early October 2025, the producer/sales agent reported execution of a three-year U.S. streaming 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”.

Potential 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”.

As 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 inPROTECTOR andTHIEVES HIGHWAY.

As 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. APHP (JAMS Case No. 5220010727) pending proof of contract-compliant service. APHP designated a service email, reserved all rights (including potential consolidation), and no arbitrator has been appointed.