American Picture House Corp

(a) Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of that date.

The conclusion above reflects material weaknesses in our control environment, including (i.) insufficient accounting and financial reporting personnel, (ii.) inadequate segregation of duties, and (iii.) insufficiently designed and documented controls (including certain IT general controls) at the entity and transaction levels to ensure timely identification, documentation, and review of complex or non-routine transactions and equity and insider-trading/Section 16 information.

Remediation status. During the third quarter of 2025, we implemented a quarterly reconciliation of officer and director brokerage records to the Company’s stock ownership records and enhanced Section 16 monitoring procedures. Planned remediation activities include adding qualified accounting personnel, formalizing and documenting key controls, and strengthening systems supporting the financial close and reporting process, subject to funding and hiring timelines. These measures are ongoing, and there can be no assurance that they will fully remediate the material weaknesses on the anticipated timeline.

Management changes. The resignations of Jonathan Sanger (President, effective August 30, 2025) and Donald J. Harris (Director, effective September 16, 2025) did not materially affect and are not reasonably likely to materially affect our internal control over financial reporting or our disclosure controls and procedures.

(b) Changes in Internal Control over Financial Reporting

Except for the changes described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As noted, during the quarter we implemented a quarterly reconciliation of officer and director brokerage records and enhanced Section 16 monitoring procedures; management believes these steps enhance our internal control over financial reporting but do not by themselves remediate the material weaknesses described above.

Item 5. Other Information

Section 16(a) Beneficial Ownership Reporting Compliance

As previously disclosed, certain transactions by executive officers were not timely reported on Forms 4 earlier in 2025. No additional untimely filings occurred during the quarter ended September 30, 2025. Subsequent to quarter-end, on October 27, 2025, the Company filed late and amended Forms 4 for certain executive officers to report previously unreported transactions. The beneficial ownership presentation in this Form 10-Q reflects these updates.