American Picture House Corp

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. The Company’s year-end is December 31.

APHP is an entertainment company focused on the development, packaging, financing and production of feature films and limited series. During 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 includesBARRON’S COVE, POSE, THIEVES HIGHWAY, PROTECTOR andMOTION. BARRON’S COVE, POSE andTHIEVES HIGHWAY were released in 2025;PROTECTOR was released in U.S. theaters on March 6, 2026; andMOTION remained in post-production during the quarter.

The 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.

NOTE 2 –Summary of Significant Accounting Policies

Basis of Presentation

The 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.

Principles of Consolidation

The 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.

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 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 estimates.

Cash and Cash Equivalents

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

Accounts Receivable

Accounts receivable primarily consist of trade receivables due from customers for consulting services and from fees derived from licensing of IP to content providers worldwide. As of March 31, 2026, accounts receivable was related to theBUFFALOEDCAMA (see Assigned Rights to feature film,BUFFALOEDbelow) and collection service fees related to the Company’s contractual revenue collection rights toBARRON’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 toBARRON’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.

Produced and Licensed Content Costs

Capitalized 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:

BUFFALOED. Completed Released In November 2022, the Company obtained certain limited rights to the feature filmBUFFALOED from 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 March 31, 2026 and 2025, the Company reported revenues of $1,220 and $0, respectively, from the CAMA.

As 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 theBUFFALOED and 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. As of March 31, 2025, BC was due to receive 20 Preferred Shares of APHP. These Preferred Shares were issued to BC at the end of April 2025.

DEVIL’S 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 projectDEVIL’S HALF-ACRE, and assigned the screenplay and option agreement forASK 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.

**BARRON’S COVE.Completed; Released. APHP acquired a first-priority recoupment/loan position related to this title in August 2025. The 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.

BARRON’S COVE. 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 ofBARRON’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.

**POSE.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.

**THIEVES HIGHWAY.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.

PROTECTOR. 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.

MOTION.In post-production. APHP anticipates co-producing and co-financing the film with SSS Entertainment.

Impairment Assessment. Management reviews produced and licensed content costs for impairment when events indicate that the carrying amount may not be recoverable.

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

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 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.

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 ended March 31, 2026 and 2025 totaled $1,220 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 $1,220 and $0 for the quarters ended March 31, 2026 and 2025, 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 6 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 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.

Segment Information

The Company operates as one reportable segment. The Company’s Chief Executive Officer serves as the chief operating decision maker.

Recently Issued Accounting Pronouncements

Management 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.

NOTE 3 –Liquidity and Going Concern

The 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.

Management’s 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.

Under 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.

NOTE 4 –Notes Payable

Economic Injury Disaster Loan

The 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.

Commercial Line of Credit

The 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. MacGregor.

Convertible note financing (Labrys Fund II)

On 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.

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.

NOTE 5 –Related Party Debt and Interest

Note Payable – Mr. MacGregor

During 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

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

During the quarter ended March 31, 2026, Company didnot 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.

NOTE 6 –Equity and Stock-Based Compensation

Authorized Capital. 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.

Common 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.

Labrys 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.

During 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.

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

NOTE 7 –Commitments and Contingencies

Legal Proceedings. The Company disclosed in its Annual Report on Form 10-K that demands for arbitration were submitted to JAMS in Jonathan Sanger v. American Picture House Corporation (JAMS Case No. 5220010741) and Michael Jones v. American Picture House Corporation (JAMS Case No. 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.

NOTE 8 –Related Party Transactions

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

CEO 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.

Professional 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. At March 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.

Board 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. MacGregor; 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.

Loans/Mr. MacGregor. 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. The note is not convertible. As of March 31, 2026, the Company owed $225,872 of principal and $727 of accrued interest on this note. As of December 31, 2025, the Company owed $338,209 of principal and $16,676 of accrued interest on this note.

Loans/family trust related to Mr. MacGregor. 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 note. As of December 31, 2025, the Company owed $309,000 of principal and $25,524 of accrued interest on this note.

NOTE 9 –Subsequent Events

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

**Professional 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. Draft settlement documentation, including a proposed settlement amount of $103,598.52, was circulated, but no final settlement agreement was executed during the quarter.