American Picture House Corp 10-Q for FY2026 Q2
American Picture House Corp (APHP)
About this 10-Q
American Picture House Corp filed this 10-Q on August 14, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $71.46K
- compared with a net loss of $760.63K a year earlier
- Diluted EPS
- $0.00
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
COMMISSION
FILE NO.
(Exact name of registrant as specified in its charter)
| 7812 | ||||
(State or another jurisdiction of incorporation) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(Address and telephone number of registrant’s executive office)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. Large accelerated filer ☐ Accelerated filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 13, 2026, the Registrant had shares of common stock issued and outstanding.
AMERICAN PICTURE HOUSE CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
GENERAL AND WHERE YOU CAN FIND MORE INFORMATION
Unless otherwise indicated, all references to the “Company,” “we,” “our,” and “APHP” refer to American Picture House Corporation, a Wyoming corporation. References to “revenues” refer to net revenues. References to “U.S. dollars,” “dollars,” “U.S.$” and “$” are to the lawful currency of the United States of America.
| 1 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERICAN PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2026
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
AMERICAN PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Receivable - related party | ||||||||
| Total Current Assets | ||||||||
| Produced and licensed content costs | ||||||||
| Loans receivable, film financing arrangements | ||||||||
| Intangible assets, net of accumulated amortization of $ | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Cash overdraft | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Deferred revenue, current portion | ||||||||
| Interest payable - related party | ||||||||
| Interest payable - EIDL loan | ||||||||
| Note payable | ||||||||
| Note payable - related party | ||||||||
| Commercial Line of Credit | ||||||||
| Total Current Liabilities | ||||||||
| Economic injury disaster loan, non-current | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Common Stock $ par value. authorized. and issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. | ||||||||
| Preferred Stock $ par value. authorized. issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
* Derived from audited information.
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F-2 |
AMERICAN PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Net Operating Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expenses): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Other Income (Expenses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share - Basic and Diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average shares used in per share computation - Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F-3 |
AMERICAN PICTURE HOUSE CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the six months ended June 30, 2026 and 2025
(Unaudited)
| Common Stock | Preferred Stock | Additional Paid In | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Par Value | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Preferred stock redeemed in exchange for assets | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Stock option compensation | - | - | ||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common Stock issued for services | ||||||||||||||||||||||||||||
| Stock option compensation | - | - | ||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid In | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Par Value | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Financing costs settled in shares of stock | - | |||||||||||||||||||||||||||
| Note payable ($ | - | |||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F-4 |
AMERICAN PICTURE HOUSE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Income (Loss) to Net Cash Flows from Operating Activities: | ||||||||
| Reserve for uncollectible receivable | ||||||||
| Expiration of produced and licensed costs | ||||||||
| Stock option expense | ||||||||
| Commons stock issued for services | ||||||||
| Preferred stock redeemed in exchange for assets | ( | ) | ||||||
| Note payable converted to equity | ( | ) | ||||||
| Financing costs paid in shares of common stock | ||||||||
| Amortization expense | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Receivables - related party | ||||||||
| Loans receivable, film financing arrangements | ||||||||
| Produced and licensed costs | ( | ) | ( | ) | ||||
| Cash overdraft | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Interest payable - related parties | ( | ) | ||||||
| Interest payable - EIDL loan | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Net Cash Flows from Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Intangible assets | ||||||||
| Net Cash Flows from Investing Activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of note payable | ||||||||
| Proceeds from debt borrowings - related parties | ||||||||
| Repayment of debt borrowings - related parties | ( | ) | ( | ) | ||||
| Proceeds from commercial line of credit | ||||||||
| Repayments on commercial line of credit | ||||||||
| Proceeds from note payable | ||||||||
| Repayment of note payable | ( | ) | ||||||
| Proceeds from sale of Common Stock | ||||||||
| Net Cash Flows from Financing Activities | ||||||||
| Net Increase in Cash and Cash Equivalents | ( | ) | ||||||
| Cash and Cash Equivalents, Beginning of Period | ||||||||
| 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 | ||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F-5 |
NOTES TO 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. 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 June 30, 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 6, 2026; THE LAST TEMPTATION OF BECKY (“BECKY III”) and MOTION both were in post-production.
The Company had no employees as of June 30, 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. Checks issued in excess of available bank balances are classified as a book overdraft within accounts payable and accrued expenses.
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 June 30, 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,
Schedule of Accounts Receivable
| June 30, 2026 | December 31, 2025 | |||||||
| Accounts receivable, CAMA | $ | $ | ||||||
| Accounts receivable, Collection Service Fees | $ | |||||||
| Accounts receivable | $ | $ | ||||||
| F-6 |
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:
Schedule of Produced and Licensed Content Costs
| June 30, 2026 | December 31, 2025 | |||||||
| Films in development and pre-production stage | $ | $ | ||||||
| Produced and licensed content cost | $ | $ | ||||||
BUFFALOED.
Completed; Released. In November 2022, the Company obtained certain limited rights to the feature film BUFFALOED from Bold Crayon,
Inc. (“BC”), including a secured position of a one million three hundred eighty-thousand-dollar ($
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 of BARRON’S COVE.
POSE. The Company’s POSE arrangement was restructured pursuant to the Multi-Film Investment and Compensation Agreement with SSS effective January 27, 2026.
THIEVES HIGHWAY. Completed; Released. APHP earned an “In Association With” credit.
PROTECTOR. Completed; Released. APHP earned an “In Association With” credit; PROTECTOR was released in U.S. theaters on March 6, 2026.
LAST TEMPTATION OF BECKY. Completed; not yet released. On May 26, 2026, the Company entered into a Master Investment and Co-Production Agreement with Becky III The Movie LLC and Russell Posternak (executed June 3, 2026) relating to the motion picture The Last Temptation of Becky (referred to in the agreement as “BECKY 3”). Under the agreement, the Company is entitled to a $360,000 senior equity recoupment preference, a participation in distribution fees, and related co-production and credit rights, in consideration of 250,000 shares of common stock and options to purchase 300,000 shares of common stock at an exercise price of $0.20 per share. The shares and options were issued on August 6, 2026; accordingly, no amount attributable to this title is included in produced and licensed content costs at June 30, 2026. See Note 9 – Subsequent Events. The picture had its world premiere at the Fantasia International Film Festival in Montreal on July 25, 2026 and is to be distributed by Quiver Distribution. As of the date of this report, no theatrical release date had been announced and the Company had collected no amounts in respect of its senior equity recoupment preference.
MOTION. In post-production. Pursuant to the Multi-Film Investment and Compensation Agreement with SSS Entertainment, LLC effective January 27, 2026, the Company agreed to provide a $500,000 funding amount relating to MOTION in exchange for an assigned economic interest attributable to such funding. The Company satisfied this funding obligation during the six months ended June 30, 2026 on a non-cash basis, and the related content interest is included in produced and licensed content costs at June 30, 2026. The Company is entitled to a production company credit pursuant to applicable agreements. As of the date of this report, no release date had been announced.
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 $
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 June 30, 2026 and December 31, 2025, total net deferred revenue was $
Revenues and Costs from Services and Products
The
Company’s revenue is derived from contracts with customers for consulting services and from the licensing and distribution of film
and other entertainment rights. The Company has elected the ASC 606 “as invoiced” practical expedient with respect to its
consulting services revenue. Revenue from films and licensed rights, including amounts received under cash asset management arrangements,
is recognized when collection is deemed probable; ultimate revenues are estimated over a period not to exceed ten years following the
date of initial release of the motion picture. Cost of revenues includes only those costs directly related to the services rendered.
Revenues totaled $
Fair Value Measurements
The Company measures and discloses fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. 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. The three-tier fair-value hierarchy prioritizes the inputs used in measuring fair value: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – observable inputs other than quoted prices; and Level 3 – unobservable inputs. The carrying value of cash and cash equivalents and all other short-term monetary assets and liabilities are estimated to approximate 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, and measures impairment based on the projected discounted cash flows of the asset over its remaining life.
| F-7 |
The Company follows U.S. GAAP, which requires all stock-based compensation, including the grant of employee stock options, to be recognized in the statement of operations based on its fair value, recognized on a straight-line basis over the service period of each award. Refer to Note 6 for additional information.
Income taxes
The Company accounts 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, measured using enacted tax rates. A tax position must be more-likely-than-not to be sustained upon examination for the related benefit to be recognized. The Company assesses its uncertain tax positions quarterly.
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 three and six months ended June 30, 2026, potentially dilutive securities included Series A preferred shares and outstanding stock options.
| June 30, 2026 | December 31, 2025 | |||||||
| Convertible Preferred Stock | ||||||||
| Stock options | ||||||||
In addition to the securities presented above, at June 30, 2026 the Company had outstanding convertible notes payable under which shares of common stock may be issued upon conversion. Because the conversion price is variable and is determined by reference to the market price of the Company’s common stock at the time of conversion, the number of shares issuable upon conversion is not determinable as of the reporting date and has therefore not been included in the table. The Company has reserved an initial shares of common stock for potential issuance upon conversion of the notes, subject to adjustment in accordance with their terms. See Note 4.
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 June 30, 2026, the Company had a working capital deficit of approximately $
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. There can be no assurance that these efforts will be successful.
NOTE 4 – Notes Payable
Economic Injury Disaster Loan
The
Company’s EIDL obligation had a carrying value of $
Commercial Line of Credit
The
American Express line of credit balance was $
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
During
the six months ended June 30, 2026, Labrys converted $
Subsequent to June 30, 2026, the commitment shares issued in connection with the January 20, 2026 financing ceased to be held in restricted book-entry form with the Company’s transfer agent and became available for resale.
| F-8 |
Convertible note financing (Quick Capital, LLC)
On
April 17, 2026, the Company entered into a securities purchase agreement with Quick Capital, LLC (“Quick”) pursuant to which
the Company issued a
During
the six months ended June 30, 2026, Labrys converted $
NOTE 5 – Related Party Debt and Interest
Note Payable – Mr. MacGregor
During
the three months ended June 30, 2026, the Company borrowed $
Noah Morgan Private Family Trust Loan Agreement (“NMPFT”)
During
the six months ended June 30, 2026, the Company did not borrow or repay any principal from the family trust. The master note agreement
accrues interest at a rate of
NOTE 6 – Equity and Stock-Based Compensation
Authorized Capital. The Company has common shares authorized and preferred shares authorized, of which are designated as Series A Convertible Preferred Stock.
Common and Preferred Shares. As of June 30, 2026 and December 31, 2025, the Company had and common shares and and Series A preferred shares issued and outstanding. As of August 13, 2026, the Company had common shares and Series A preferred shares issued and outstanding.
Share Issuances Subsequent to June 30, 2026. On August 6, 2026, the Company issued an aggregate of shares of common stock, consisting of shares issued in connection with the BECKY 3 Master Investment and Co-Production Agreement described in Note 9. Additionally, shares were issued to three holders as described in Note 9. All such shares were issued as restricted securities bearing customary restrictive legends. As of August 13, 2026, the Company had shares of common stock issued and outstanding.
Option grants to SSS Entertainment. The Multi-Film Investment and Compensation Agreement with SSS Entertainment, LLC contemplates the grant of nonqualified stock options to purchase an aggregate of shares of common stock at an exercise price of $ per share to Shaun Sanghani or his designees, assigns or nominees, subject to Board and/or committee approval, availability under the Company’s equity incentive plan, and execution of applicable award documentation. As of June 30, 2026, no such options had been granted, no grant date had been established for accounting purposes, and no compensation cost had been recognized. Effective July 1, 2026, the Board of Directors approved the grant of options to purchase an aggregate of shares to four designees. The remaining options contemplated by the agreement have not been approved or granted. See Note 9.
Stock
Options. As of June 30, 2026 and December 31, 2025,
and stock options,
respectively, remained outstanding and exercisable. On August 6, 2026, the Company granted options to purchase shares of common stock at an exercise price of
$ per share, with a term expiring May 26, 2028, in connection with the BECKY 3 Master Investment and Co-Production Agreement
described in Note 9. Those options become exercisable only in proportion to the Company’s actual collection of its $
The Company also granted options to purchase an aggregate of shares of common stock effective July 1, 2026 to designees of SSS Entertainment, LLC. See Note 9.
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.
BECKY 3 Master Investment and Co-Production
Agreement. Effective May 26, 2026, and executed on June 3, 2026, the Company entered into a Master Investment and Co-Production Agreement
and related ancillary agreements with Russ Posternak and Becky III The Movie LLC with respect to the motion picture BECKY 3. The
Company is not obligated to fund any cash under the agreement. The Company is treated for economic purposes as having made a $
| F-9 |
NOTE 8 – Related Party Transactions
The following is a summary of related party transactions for the three and six months ended June 30, 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, and confirming a standstill on the sale, transfer, pledge, or conversion of his preferred shares during the same period. MacGregor has extended the salary waiver and preferred standstill until at least June 30, 2026.
Professional
fees / related party. During the three and six months ended June 30, 2025, the Company incurred approximately $
Board
consulting arrangements. During the three months ended June 30, 2026 and 2025, the Company had consulting services relationships
with members of the Board of Directors whereby they were compensated a total of $
Loans / Mr. MacGregor and family trust. See Note 5 for related-party note balances and activity.
Director share purchase. Subsequent to June 30, 2026, a member of the Board of Directors purchased shares of the Company’s common stock from the Company for cash. See Note 9.
NOTE 9 – Subsequent Events
Management has evaluated subsequent events through the date these condensed consolidated financial statements are issued.
Professional
fee discussions (Aldous PLLC). During the quarter ended June 30, 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. Draft settlement documentation,
including a proposed settlement amount of $
BECKY 3, Board approval, share issuance
and option grant. On August 6, 2026, the Company’s Board of Directors approved the Master Investment and Co-Production Agreement described
in Note 7 and the issuance of securities thereunder. On the same date, the Company issued shares of common stock to the producer
as consideration for the credits and branding rights granted to the Company, and granted options to purchase shares of common
stock at an exercise price of $ per share, with a two-year term expiring May 26, 2028. The options become exercisable in proportion
to the Company’s actual collection of its $
| F-10 |
The shares issued were measured at the closing
price of the Company’s common stock on the OTCQB Marketplace on August 6, 2026 of $ per share, resulting in aggregate consideration
of $
The options were valued using the Black-Scholes option pricing model, resulting in an aggregate grant date fair value of approximately $. The valuation used the following assumptions: a stock price of $ per share, an exercise price of $ per share, an expected term of years, representing the remaining contractual term of the award, which the Company has elected to use as the expected term for nonemployee awards, expected volatility of %, a risk-free interest rate of %, and no expected dividends. Because the options become exercisable only upon the Company’s collection of the senior equity recoupment entitlement, which management has assessed as a performance condition that is not currently probable of achievement, no expense has been recognized with respect to the options.
Premiere of THE LAST TEMPTATION OF BECKY. On July 25, 2026, the motion picture referred to in the Master Investment and Co-Production Agreement as BECKY 3 had its world premiere at the Fantasia International Film Festival in Montreal. The picture is to be distributed by Quiver Distribution. As of the date of this report, no theatrical release date had been announced and the Company had collected no amounts in respect of its senior equity recoupment entitlement.
Option grants to SSS Entertainment designees. Effective July 1, 2026, the Company granted nonqualified stock options to purchase an aggregate of shares of common stock, consisting of options to each of four designees of SSS Entertainment, LLC, at an exercise price of $ per share, pursuant to the Multi-Film Investment and Compensation Agreement described in Note 2. The options expire January 27, 2028. The aggregate grant date fair value, determined using the Black-Scholes option pricing model, was approximately $, which will be recognized in the third quarter of 2026. The valuation used the following assumptions: a stock price of $ per share, an exercise price of $ per share, an expected term of years, representing the remaining contractual term of the award, expected volatility of %, a risk-free interest rate of %, and no expected dividends. The remaining options contemplated by that agreement have not been approved by the Board of Directors and have not been granted; accordingly, no grant date has been established and no cost has been recognized with respect to them.
Other share issuances. On August 6, 2026, in
addition to the shares described above, the Company issued an aggregate of shares of common stock. Of that amount, shares
were sold to two purchasers for cash at a price of $ per share, for aggregate gross proceeds to the Company of $
Transfers by principal stockholder. On August 6, 2026, The Noah Morgan Private Family Trust, a principal stockholder of the Company affiliated with the Company’s Chief Executive Officer, transferred an aggregate of shares of common stock to unaffiliated transferees in privately negotiated transactions. The Company neither issued nor received any consideration in connection with these transfers, and they had no effect on the number of shares of common stock outstanding. Following the transfers, the trust held shares of common stock.
| F-11 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements for a variety of reasons, including those set forth in our Annual Report on Form 10-K and in other filings with the SEC.
Overview
American Picture House Corporation is an entertainment company focused on the development, packaging, financing and production of feature films and limited series. During 2025, we pivoted away from third-party consulting to concentrate on internally developed projects and selective strategic partnerships. We generally pursue two complementary approaches to participating in projects: (i) structured film finance and senior or priority recoupment positions, including senior secured production lending and first-priority receipt structures designed to prioritize return of capital; and (ii) building an owned or controlled content library over time by acquiring or optioning intellectual properties and, where appropriate, obtaining negative ownership or other control rights in projects.
Recent Developments During the Six Months Ended June 30, 2026
| ● | On January 20, 2026, we completed a convertible note financing with Labrys Fund II, L.P. for a $150,000 purchase price, including $114,000 of cash proceeds to the Company after specified deductions and offsets, together with a 10% promissory note in the original principal amount of $172,500, 200,000 commitment shares, and an initial 12,000,000-share conversion reserve. | |
| ● | Effective January 27, 2026, we entered into a Multi-Film Investment and Compensation Agreement with SSS Entertainment, LLC that revised our arrangement with respect to POSE, contemplated funding for MOTION, and contemplated an additional investment in an untitled SSS-produced picture, each subject to the terms of the agreement and applicable approvals. | |
| ● | On March 12, 2026, our Board approved entry into the Multi-Film Agreement and ratified Amendment No. 1 to the APHP/SSS Agreement relating to POSE and BARRON’S COVE, effective December 29, 2025. | |
| ● | PROTECTOR was released in U.S. theaters on March 6, 2026. | |
| ● | Effective May 26, 2026, and executed on June 3, 2026, we entered into a Master Investment and Co-Production Agreement, together with related ancillary agreements, with Russ Posternak and Becky III The Movie LLC relating to the motion picture The Last Temptation of Becky (referred to in the agreement as “BECKY 3”). Under the agreement, we are treated for all economic purposes as having made a $300,000 senior equity investment in the picture without funding any cash, entitling us to recoup 120% of that amount ($360,000) out of the picture waterfall on a senior equity basis, pari passu with up to $300,000 of other senior equity, together with a 10% distribution fee corridor participation, a 10% participation in the producer’s future BECKY-related producer fees and backend, an assignment of certain BARRON’S COVE collateral recovery rights, first look rights on future projects of the producer’s production company, and customary company and individual screen credits. As consideration, we agreed to issue 250,000 shares of common stock and to grant options to purchase 300,000 shares at $0.20 per share. Our obligation to deliver those securities was subject to approval by our Board of Directors and other conditions precedent, which were satisfied subsequent to quarter end. See Note 5, Note 7 and Note 9 to the condensed consolidated financial statements. |
| ● | During the six months ended June 30, 2026, we applied $875,000 of amounts otherwise receivable by us toward our funding obligations under the Multi-Film Agreement, in exchange for content interests relating to MOTION and an untitled SSS-produced picture and in partial satisfaction of amounts payable with respect to POSE. The transaction did not involve the receipt or payment of cash. See Note 5 to the condensed consolidated financial statements and “Liquidity and Capital Resources — Produced and Licensed Content Costs” below. | |
| ● | During the six months ended June 30, 2026, Labrys Fund II, L.P. converted a portion of the January 2026 note into 162,600 shares of common stock. Scheduled amortization payments under the note commenced July 20, 2026. |
Recent Developments Subsequent to June 30, 2026
| ● | Effective July 1, 2026, we granted options to purchase an aggregate of 700,000 shares of common stock, at an exercise price of $0.20 per share, to four designees of SSS Entertainment, LLC from the option pool contemplated under the Multi-Film Agreement. | |
| ● | On July 25, 2026, the picture had its world premiere at the Fantasia International Film Festival in Montreal under the title The Last Temptation of Becky. The picture is to be distributed by Quiver Distribution. As of the date of this report, no theatrical release date had been announced and we had collected no amounts in respect of our senior equity recoupment preference. | |
| ● | On August 6, 2026, our Board of Directors approved, and we issued, an aggregate of 930,000 shares of common stock, consisting of 500,000 shares to Timothy Battles, a director, and 100,000 shares to Pat Grant, in each case at $0.10 per share for cash; 80,000 shares to Monsour Hanoud in consideration of services; and 250,000 shares to Russell Posternak pursuant to the Master Investment and Co-Production Agreement. On the same date, we granted options to purchase 300,000 shares of common stock at an exercise price of $0.20 per share, with a term expiring May 26, 2028, pursuant to that agreement. | |
| ● | See Note 9 to the condensed consolidated financial statements for additional information regarding events subsequent to June 30, 2026. |
Results of Operations
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | ||||||||||||
| 2026 | 2025 | Change $ | ||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Cost of revenues | - | - | - | |||||||||
| - | - | - | ||||||||||
| Operating Expenses: | ||||||||||||
| General and administrative | 56,481 | 750,406 | (693,925 | ) | ||||||||
| Research and development | - | - | - | |||||||||
| Sales and marketing | 2,204 | 1,369 | 835 | |||||||||
| Total Operating Expenses | 58,685 | 751,775 | (693,090 | ) | ||||||||
| Net Operating Loss | (58,685 | ) | (751,775 | ) | 693,090 | |||||||
| Other Income (Expenses): | ||||||||||||
| Interest income | - | 44 | (44 | ) | ||||||||
| Interest expense | (12,773 | ) | (8,897 | ) | (3,876 | ) | ||||||
| Net Other Income (Expenses) | (12,773 | ) | (8,853 | ) | (3,920 | ) | ||||||
| Loss before income taxes | (71,458 | ) | (760,628 | ) | 689,170 | |||||||
| Income taxes | - | - | - | |||||||||
| Net loss | $ | (71,458 | ) | $ | (760,628 | ) | $ | 689,170 | ||||
| 2 |
Revenues. The Company had no revenues during the three months ended June 30, 2026 and 2025.
General and Administrative Expenses. General and administrative expenses for the three months ended June 30, 2026 were $56,481, compared with $750,406 for the three months ended June 30, 2025. The 2025 period included $110,000 of stock-based compensation expense to a consultant, the write-off of $196,200 of loans receivable that management determined were uncollectible, and the expiration of rights to a screenplay carried on the books at $150,834. The 2025 period also included $73,000 of stock option expense compared to $0 in the 2026 period. These one-time expenses were offset by lower operational expenses including a $81,000 reduction in legal and professional fees and a $86,000 reduction in consulting fees.
Sales and Marketing Expenses. Sales and marketing expenses were $2,204 for the three months ended June 30, 2026, compared with $1,369 for the comparable prior-year period.
Interest Expense. Interest expense was $12,773 for the three months ended June 30, 2026, compared with $8,897 for the three months ended June 30, 2025.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:
| Six Months Ended June 30, | ||||||||||||
| 2026 | 2025 | Change $ | ||||||||||
| Revenues | $ | 1,220 | $ | - | $ | 1,220 | ||||||
| Cost of revenues | - | - | - | |||||||||
| 1,220 | - | 1,220 | ||||||||||
| Operating Expenses: | ||||||||||||
| General and administrative | 169,137 | 1,225,863 | (1,056,726 | ) | ||||||||
| Research and development | - | - | - | |||||||||
| Sales and marketing | 3,786 | 1,830 | 1,956 | |||||||||
| Total Operating Expenses | 172,923 | 1,227,693 | (1,054,770 | ) | ||||||||
| Net Operating Loss | (171,703 | ) | (1,227,693 | ) | 1,055,990 | |||||||
| Other Income (Expenses): | ||||||||||||
| Interest income | - | 44 | (44 | ) | ||||||||
| Interest expense | (70,994 | ) | (21,816 | ) | (49,178 | ) | ||||||
| Net Other Income (Expenses) | (70,994 | ) | (21,772 | ) | (49,222 | ) | ||||||
| Loss before income taxes | (242,697 | ) | (1,249,465 | ) | 1,006,768 | |||||||
| Income taxes | - | - | - | |||||||||
| Net loss | $ | (242,697 | ) | $ | (1,249,465 | ) | $ | 1,006,768 | ||||
Revenues. During the six months ended June 30, 2026, revenues were $1,220, compared with $0 for the six months ended June 30, 2025. The change was primarily attributable to income from the BUFFALOED CAMA.
General and Administrative Expenses. General and administrative expenses for the six months ended June 30, 2026 were $169,137, compared with $1,225,863 for the six months ended June 30, 2025. The 2025 period included $110,000 of stock-based compensation expense to a consultant, the write-off of $196,200 of loans receivable that management determined were uncollectible, and the expiration of rights to a screenplay carried on the books at $150,834. The 2025 period also included $306,030 of stock option expense compared to $0 in the 2026 period. These one-time expenses were offset by lower operational expenses including a $159,000 reduction in legal and professional fees and a $190,470 reduction in consulting fees.
Sales and Marketing Expenses. Sales and marketing expenses for the six months ended June 30, 2026 were $3,786, compared with $1,830 for the six months ended June 30, 2025.
Interest Expense. Interest expense for the six months ended June 30, 2026 was $70,994, compared with $21,816 for the prior-year period, with the change primarily attributable to credit card debt and the Labrys financings.
Liquidity and Capital Resources
As of June 30, 2026, we had no cash and cash equivalents, a book overdraft of $767 included in accounts payable and accrued expenses, a working capital deficit of $1,517,590, and an accumulated deficit of approximately $8.1 million. These conditions raise substantial doubt about our ability to continue as a going concern.
Operating Activities. During the six months ended June 30, 2026, net cash used in operating activities was $51,190, compared with net cash used in operating activities of $244,772 for the same 2025 period. The 2026 period reflects $1,029,404 of collections on amounts due under the Company’s BARRON’S COVE revenue collection rights and $875,000 applied toward funding obligations under the Multi-Film Investment and Compensation Agreement.
Investing Activities. The Company had no investing activities during the six months ended June 30, 2026 and 2025.
Produced and Licensed Content Costs. During the six months ended June 30, 2026, produced and licensed content costs increased from $300,000 to $1,175,000, and accounts receivable decreased from $1,150,000 to $121,816. The decrease in accounts receivable reflects $1,029,404 of collections on amounts due to the Company under its BARRON’S COVE revenue collection rights, offset by $1,220 of receivables arising during the period. The Company applied $875,000 toward its funding obligations to SSS Entertainment, LLC under the Multi-Film Investment and Compensation Agreement, in exchange for assigned economic interests in the related pictures, which amount is included in produced and licensed content costs. The Company assesses unamortized content costs for impairment in accordance with ASC 926-20 when events or changes in circumstances indicate that the fair value of the content may be less than its unamortized cost.
| 3 |
Financing Activities. During the six months ended June 30, 2026, net cash provided by financing activities was $51,066. The 2026 period reflects net proceeds and repayments from promissory notes of $203,750 and $25,000, respectively. Additionally, during the first six months of 2026, the Company borrowed and repaid $2,626 and $130,310 under related party notes payable. During the six months ended June 30, 2025, net cash provided by financing activities was $245,876. The 2025 period reflects $259,906 of borrowings and $15,080 of repayments under notes payable to related parties.
Funding Requirements. We expect our expenses to increase in connection with our ongoing film development and production activities and our public-company reporting obligations. We expect to finance operations and investments through a combination of project receipts, debt financings, equity issuances, and strategic transactions, although there can be no assurance that sufficient capital will be available on acceptable terms, or at all.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. We believe our critical accounting policies and estimates include those related to revenue recognition, collectability of receivables, impairment of produced and licensed content costs and intangible assets, stock-based compensation, accounting for debt and equity-linked instruments, and contingencies.
Off-Balance Sheet Arrangements
None, except as may be described in the notes to the condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information otherwise required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and our principal financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2026, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026, due to the material weaknesses previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, consisting of a lack of sufficient internal accounting personnel, a lack of segregation of duties, and a lack of sufficient internal controls (including information technology general controls) encompassing the Company as a whole at the entity and transaction levels to ensure complete documentation of complex and non-routine transactions and adequate financial reporting.
Management has identified corrective actions intended to address these material weaknesses, subject to the availability of financial resources, including engaging additional accounting and finance personnel or third-party accounting resources, enhancing documentation supporting complex and non-routine transactions, and formalizing review procedures over the preparation of periodic reports. Remediation efforts were not complete as of June 30, 2026 and remain ongoing. Because the Company’s ability to implement these measures depends in part on obtaining additional capital, there can be no assurance that such efforts will be successful or that they will fully address the material weaknesses identified.
Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 4 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in arbitration proceedings arising out of certain consulting agreements. During 2025, 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 under Case No. 5220010741. The Company disputes the claims asserted and reserves all rights, objections and defenses, including with respect to commencement, service and arbitrability. Other than the foregoing, there were no material developments during the quarter ended June 30, 2026 with respect to the proceedings described in the Company’s Annual Report on Form 10-K.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information otherwise required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Previously Reported Sales. On January 20, 2026, in connection with the Labrys Fund II financing, the Company agreed to issue 200,000 shares of common stock as commitment shares in a transaction exempt from registration under Section 4(a)(2) and/or Rule 506 of Regulation D. On March 12, 2026.
Sales Subsequent to Quarter End. On August 6, 2026, the Company issued an aggregate of 930,000 shares of common stock in transactions not involving any public offering. Of that amount, 250,000 shares were issued to the producer under the Master Investment and Co-Production Agreement relating to the motion picture BECKY 3, together with options to purchase 300,000 shares of common stock at an exercise price of $0.20 per share, in each case as consideration for credits, branding rights and the economic entitlements granted to the Company under that agreement; and 680,000 shares were issued to three holders, consisting of 600,000 shares sold for cash at a price of $0.10 per share for aggregate gross proceeds of $60,000, and 80,000 shares issued as compensation for services rendered to the Company. The Company received $60,000 of gross proceeds, which were used for general working capital purposes, and no underwriting discounts or commissions were paid. The Company received no cash proceeds with respect to the shares issued under the BECKY 3 agreement or the shares issued for services. All of the securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder. Each recipient represented that the securities were being acquired for investment and not with a view to distribution, no general solicitation or general advertising was used, and the securities are subject to customary restrictive legends. The shares issued represented less than 1% of the Company’s outstanding common stock. See Note 6 and Note 9 to the condensed consolidated financial statements.
Of the 600,000 shares sold for cash, 500,000 shares were purchased by a member of the Company’s Board of Directors, who is an accredited investor within the meaning of Rule 501(a)(4) of Regulation D by virtue of his position as a director.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended June 30, 2026, there were no material changes to the procedures by which security holders may recommend nominees to the Company’s board of directors.
During
the quarter ended June 30, 2026, no director or officer of the Company
Item 6. Exhibits
| Exhibit No. | Description | |
| 10.1 | ||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. | |
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350. | |
| 101 | Inline XBRL/Interactive Data Files. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 5 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AMERICAN PICTURE HOUSE CORPORATION
| Date: August 13, 2026 | ||
| By: | /s/ Bannor Michael MacGregor | |
| Name: | Bannor Michael MacGregor | |
| Title: | Chief Executive Officer | |
| Date: August 13, 2026 | ||
| By: | /s/ Daniel Hirsch | |
| Name: | Daniel Hirsch | |
| Title: | Principal Financial Officer / Chief Accounting Officer | |
| 6 |
Exhibit 10.1
AMERICAN PICTURE HOUSE CORPORATION
(OTCQB: APHP)
MASTER INVESTMENT AND
CO-PRODUCTION AGREEMENT
BECKY 3 / Post Film — No-Cash Structure (v3)
Effective Date: May 26, 2026
SUBJECT TO BOARD APPROVAL
MASTER INVESTMENT AND CO-PRODUCTION AGREEMENT
This Master Investment and Co-Production Agreement (this “Agreement”) is entered into as of May 26, 2026 (the “Effective Date”), by and between American Picture House Corporation, a Wyoming corporation (“APHP”), and Russ Posternak, an individual, together with the Production Entity ( Becky III The Movie LLC and as further defined herein) (collectively, “Producer”). APHP and Producer are each a “Party” and collectively the “Parties.”
Recitals
WHEREAS, Producer is producing or causing to be produced the theatrical motion picture currently entitled “BECKY 3” (the “Picture”);
WHEREAS, APHP and Producer previously circulated a term sheet contemplating a $300,000 cash Senior Equity investment by APHP in the Picture (the “Prior Term Sheet”);
WHEREAS, the Parties now desire to implement the economic and credit rights reflected in the Prior Term Sheet, except that APHP will provide no cash and will instead deliver the consideration set forth in this Agreement, and APHP shall retain the economic entitlement it would have received had it funded $300,000 in cash (the “Deemed Investment”);
WHEREAS, the Picture is also financed in part by additional Senior Equity from the Producer or other investors (the “Other Senior Equity”) on the same economic terms as APHP, sitting pari passu (pro rata) with the Deemed Investment in the Picture waterfall;
WHEREAS, the Parties intend that, by entering into this Agreement and the Ancillary Agreements, they will memorialize the no-cash structure and the issuance of Credit Shares, the grant of BECKY Economics Options, and the assignment of the Barron’s Cove Collateral Recovery Right; and
WHEREAS, this Agreement supersedes the Prior Term Sheet and the V5 Term Sheet (the “Term Sheet”) in all respects with respect to its subject matter, except where this Agreement expressly references the Term Sheet.
Master Agreement — BECKY 3 / Post Film (v3) | Page 2 of 11 |
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions.
Capitalized terms used but not defined herein shall have the meanings set forth in the Term Sheet. The following terms have the meanings set forth below:
“Ancillary Agreements” means, collectively, the Subscription Agreement, the Option Agreement, the Collateral Assignment, the Participation Agreement, the Credits Side Letter, the First Look Agreement, and the Pay-Through Agreement.
“APHP Senior Equity Preference” has the meaning set forth in Section 4.1.
“Barron’s Cove Collateral Recovery Right” has the meaning set forth in Section 5.3 of the Term Sheet, comprising Producer’s right, title, and interest in and to the recoveries, proceeds, and collections relating to the Barron’s Cove SAG deposit and post-production tax credit collateral.
“BECKY Economics Options” means the options to purchase up to 300,000 shares of APHP Common Stock granted pursuant to the Option Agreement.
“Credit Shares” means the 250,000 shares of APHP Common Stock issued to Producer (or a Designee) pursuant to the Subscription Agreement.
“Deemed Investment” means $300,000, treated for all economic purposes under this Agreement as a Senior Equity investment by APHP in the Picture as of the Effective Date.
“Designee” means any entity controlled by Producer that delivers an Investor Questionnaire and Joinder (Exhibit H) and is reasonably acceptable to APHP for purposes of preserving the applicable Securities Act exemption.
“Distribution Agreement” means the worldwide distribution agreement between the Production Entity (or Producer) and the Distributor with respect to the Picture.
“Distributor” means Quiver Distribution or its affiliate, as the worldwide distributor of the Picture pursuant to the Distribution Agreement.
“Other Senior Equity” means up to Three Hundred Thousand Dollars ($300,000) (in the aggregate) of Senior Equity investment in the Picture from one or more investors other than APHP (which may include the Producer), as identified on Schedule F (or thereafter notified in writing to APHP), that sits pari passu (on a pro rata basis) with the Deemed Investment and is entitled to recoup one hundred twenty percent (120%) of its principal on the same economic terms as APHP. The Other Senior Equity is treated as cash for waterfall purposes (notwithstanding the form in which it is contributed).
“Pay-Through Agreement” means the Distribution Statement Direction and Pay-Through Agreement attached as Exhibit G.
“Picture” means the motion picture currently entitled “BECKY 3,” and any director’s, theatrical, or extended cuts thereof.
“Post Film” means the production company designated by Producer with which APHP is granted first look rights pursuant to Section 8.
“Production Entity” means the entity or entities designated by Producer on Schedule A as the producing entity for the Picture.
Master Agreement — BECKY 3 / Post Film (v3) | Page 3 of 11 |
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Senior Equity” means equity investment in the Picture senior to all other equity and junior only to the Senior Loan (if any) as described in the Term Sheet.
“Senior Equity Pool” means, collectively, the Deemed Investment and the Other Senior Equity, comprising up to Six Hundred Thousand Dollars ($600,000) of aggregate Senior Equity principal.
“Senior Equity Pool Preference” means, collectively, the APHP Senior Equity Preference and the equivalent 120% recoupment entitlement of the Other Senior Equity, aggregating up to
$720,000 (i.e., $360,000 to APHP plus up to $360,000 to the Other Senior Equity).
2. Deemed Investment; Position in Waterfall.
2.1 Deemed Investment. Effective as of the Effective Date, APHP shall be deemed to have invested Three Hundred Thousand Dollars ($300,000) in the Picture as Senior Equity, notwithstanding that no cash is being delivered by APHP. All economic entitlements, credit/branding rights, reporting and audit rights, and other rights that would have accrued to APHP had APHP funded the Deemed Investment in cash shall accrue to APHP under this Agreement and the Ancillary Agreements.
2.2 Position. The Deemed Investment shall constitute Senior Equity and shall rank: (a) pari passu (on a pro rata basis) with the Other Senior Equity as principal members of the Senior Equity Pool; (b) senior to all other equity in the Picture; and (c) junior only to the Senior Loan (if any) described in the Term Sheet, in each case for all purposes of the Picture waterfall. Producer shall not, without APHP’s prior written consent, (i) admit any additional investor or instrument to the Senior Equity Pool such that aggregate Other Senior Equity exceeds $300,000, (ii) modify the recoupment terms of the Other Senior Equity in a manner adverse to APHP, or (iii) accord any other equity in the Picture priority equal to or senior to the Senior Equity Pool. Producer represents that, as of the Effective Date, no equity investment in the Picture other than the Other Senior Equity and the Deemed Investment ranks at or above the Senior Equity Pool.
2.3 No Cash Funding. APHP shall have no obligation to fund any portion of the Deemed Investment in cash. Producer acknowledges and agrees that the consideration set forth in Section 3 constitutes full and complete consideration for the Deemed Investment economic entitlements granted to APHP.
3. Consideration Delivered by APHP.
3.1 Credit Shares. Subject to the terms of the Subscription Agreement (Exhibit A), APHP shall issue to Producer (or a Designee) 250,000 shares of APHP common stock (the “Credit Shares”) as consideration for the credits and branding rights granted to APHP and the individuals described in Section 7 of this Agreement, in compliance with applicable securities laws and subject to customary legends and transfer restrictions.
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3.2 BECKY Economics Options. Subject to the terms of the Option Agreement (Exhibit B), APHP shall grant to Producer (or a Designee) options to purchase 300,000 shares of APHP common stock at an exercise price of $0.20 per share, with a term of two (2) years from the Effective Date (which is the Grant Date for purposes of the Option Agreement), and a cashless exercise feature. The BECKY Economics Options shall become exercisable in direct proportion to APHP’s actual collection of the APHP Senior Equity Preference, on the basis that for each $1.20 collected by APHP in respect of the APHP Senior Equity Preference, one (1) Option Share becomes exercisable (such that the full 300,000 Option is exercisable when APHP has collected $360,000), as more particularly set forth in the Option Agreement.
3.3 Barron’s Cove Collateral Assignment. Subject to the terms of the Collateral Assignment Agreement (Exhibit C), Producer shall assign to APHP all of Producer’s right, title, and interest in and to the Barron’s Cove Collateral Recovery Right. APHP shall use commercially reasonable efforts to pursue and collect amounts payable thereunder, and amounts actually collected by APHP shall be distributed fifteen percent (15%) to APHP and eighty-five percent (85%) to Producer, after deduction of out-of-pocket collection costs allocable to such recovery as set forth in the Collateral Assignment Agreement.
3.4 Delivery of Definitive Option and Subscription Documentation. APHP shall deliver execution copies of the Subscription Agreement and the Option Agreement, conforming in all material respects to the forms attached as Exhibits A and B hereto and to the terms of this Agreement, to Producer within five (5) days following the Effective Date. Such documents shall be executed and exchanged promptly thereafter, and the Credit Shares and BECKY Economics Options shall be issued/granted upon execution thereof and satisfaction of customary conditions (including delivery of an executed Investor Questionnaire).
3.5 Securities Law Compliance. All issuances and grants under this Section 3 shall be made in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. Each recipient shall provide a customary representation letter and Investor Questionnaire and shall acknowledge the restricted nature of the Credit Shares and BECKY Economics Options.
4. Senior Equity Preference.
4.1 Preferred Return. APHP shall be entitled, out of available proceeds in the Picture waterfall on a Senior Equity basis (i.e., senior to all other equity and junior only to the Senior Loan, if any), to recoup one hundred twenty percent (120%) of the Deemed Investment (i.e., $300,000 plus a twenty percent (20%) premium, equaling $360,000 in the aggregate) (the “APHP Senior Equity Preference”). The APHP Senior Equity Preference shall be paid pari passu (on a dollar-for-dollar pro rata basis) with the 120% recoupment entitlement of the Other Senior Equity, such that for each $2.00 paid out of the Picture waterfall to the Senior Equity Pool (when both the Deemed Investment and the Other Senior Equity are fully subscribed at $300,000 each), $1.00 shall be paid to APHP and $1.00 shall be paid pro rata among the Other Senior Equity investors. The pro rata allocation among the Deemed Investment and the Other Senior Equity shall in all events be based on the relative principal commitments (and not based on premium components); both APHP and the Other Senior Equity are entitled to the same 120% recoupment on the same economic terms. The Senior Equity Pool Preference (collectively payable to APHP and the Other Senior Equity) is up to $720,000.
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4.2 Collection Mechanics. The Parties acknowledge that the Picture is being distributed by the Distributor under a single worldwide distribution arrangement, and that no collection account management agreement is in place. All payments in respect of the APHP Senior Equity Preference and the APHP Corridor Share (defined in Section 5) shall be implemented pursuant to the Pay-Through Agreement (Exhibit G), which provides for (a) an irrevocable direction to the Distributor to deliver all Picture distribution statements and supporting calculations to APHP concurrently with delivery to Producer, and (b) an obligation of the Production Entity to remit APHP’s allocable share of any amounts received from the Distributor to APHP by wire transfer within forty-eight (48) hours of receipt by the Production Entity of cleared funds.
4.3 Reporting. Producer shall cause the Production Entity to deliver to APHP quarterly statements of receipts, expenses, and waterfall application, with reasonable supporting detail, until the APHP Senior Equity Preference is paid in full.
4.4 Tracking for Option Exercisability. APHP and Producer shall each separately track the aggregate amount of the APHP Senior Equity Preference actually collected by APHP from time to time, as such amount governs the Exercisable Portion of the BECKY Economics Options under Section 3 of the Option Agreement. The Parties shall reconcile their respective tracking quarterly.
5. Distribution Fee Corridor Participation.
APHP shall participate in the 10% distribution fee corridor on terms consistent with the Prior Term Sheet, calculated on Gross Receipts from first dollar and paid after the Distributor minimum guarantee and expenses are recouped, with allocation and implementation as set forth in the Distribution Agreement (and reported/remitted through the Pay-Through Agreement). APHP’s corridor participation (the “APHP Corridor Share”) shall be reported quarterly and paid through the Pay-Through Agreement on the same 48-hour cadence applicable to the APHP Senior Equity Preference, and shall continue notwithstanding the full payment of the APHP Senior Equity Preference.
6. Participation in Future BECKY Economics.
6.1 Participation Right. In lieu of any participation in future BECKY films or television projects as previously contemplated, APHP shall be entitled to ten percent (10%) of Producer’s future BECKY-related producer fees and backend participation, payable to APHP concurrently with Producer’s receipt or constructive receipt of such amounts, as set forth more fully in the Participation Agreement (Exhibit D).
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6.2 Payment Frequency. Payments shall be made no less than twice per calendar year and otherwise as set forth in the Participation Agreement.
6.3 Transparency. Producer shall provide reasonable reporting and transparency, including the contracts and statements giving rise to such fees and participations (redacted as necessary for unrelated terms), sufficient to permit APHP to verify the amounts due.
7. Credits and Branding.
7.1 Company Credit. Subject to customary distributor and guild/union requirements and approvals, APHP shall receive an “in Association with” company credit on the Picture, with size, placement, and conditions no less favorable than those granted to similarly situated senior equity financiers.
7.2 Logos. APHP logo bug and APHP animated logo at the beginning of credits (or other customary placement), on a most-favored-nations basis with similarly situated senior equity financiers, as set forth in the Credits Side Letter (Exhibit E).
7.3 Individual Credits. (a) Bannor Michael MacGregor shall receive an on-screen “Producer” credit on the Picture; and (b) Shaun Sanghani shall receive an on-screen “Executive Producer” credit on the Picture, in each case consistent with previously signed paperwork and subject to customary distributor and guild requirements, as more particularly described in the Credits Side Letter.
7.4 Other Senior Equity Credits. Credits accorded to the Other Senior Equity investors are at Producer’s discretion and are of no consequence to APHP, provided that (i) APHP receives its credits and branding described in Sections 7.1 through 7.3, and (ii) no Other Senior Equity investor is accorded credits more favorable than APHP’s in any respect that would constitute a breach of the MFN provisions of the Credits Side Letter.
8. First Look — Post Film Projects.
8.1 First Look Right. APHP shall have first look and financing opportunities for all Post Film projects, including BECKY-related projects, on terms and process set forth in the First Look Agreement (Exhibit F).
8.2 Additional Credit Shares for Equivalent Credits. For each Post Film project for which Producer offers APHP a set of credits that are equivalent in scope and prominence to the credits described in Section 7 (and that APHP has not otherwise earned), APHP shall deliver to Producer an additional 250,000 shares of APHP common stock promptly following execution of the applicable definitive documentation for such project, subject to applicable securities laws, board approvals, and a subscription agreement substantially in the form of Exhibit A.
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9. IP / Title / No-Conflict; Yale Entertainment.
Producer represents and warrants that, except as disclosed on Schedule B: (a) Producer has all rights necessary to grant the rights granted to APHP under this Agreement and the Ancillary Agreements; (b) there is no cloud or conflict as to the BECKY intellectual property; and (c) no restriction or impairment arising from or related to the Yale Entertainment bankruptcy proceeding affects, or would affect, exploitation of the Picture or the rights granted hereunder. Producer shall promptly notify APHP if any matter arises that makes any such representation untrue.
10. Representations and Warranties.
10.1 Mutual Representations. Each Party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization (and, if an individual, has full legal capacity); (b) the execution, delivery, and performance of this Agreement and the Ancillary Agreements have been duly authorized; (c) this Agreement and the Ancillary Agreements to which it is a party constitute its legal, valid, and binding obligations enforceable in accordance with their terms, subject to customary bankruptcy and equitable exceptions; and (d) execution and performance hereof will not conflict with or breach any other agreement to which it is a party or any law applicable to it.
10.2 APHP Representations. APHP represents that: (a) the Credit Shares, when issued in accordance with the Subscription Agreement, will be duly authorized, validly issued, fully paid, and nonassessable; (b) the BECKY Economics Options will be duly authorized and validly granted in accordance with the Option Agreement; and (c) APHP’s issuance of the Credit Shares and grant of the BECKY Economics Options will be made in reliance on the recipient’s representations and on an exemption from registration available under the Securities Act.
10.3 Producer Representations. Producer represents and warrants the matters set forth in Section 9 and further represents that: (a) Producer has not granted any conflicting rights to any third party with respect to the Picture (other than as disclosed on Schedule C); (b) Producer’s assignment of the Barron’s Cove Collateral Recovery Right is unencumbered (other than as disclosed on Schedule D); and (c) Producer has provided APHP with copies of, or summaries of, the Distribution Agreement and all material agreements affecting the Picture’s waterfall, and to Producer’s knowledge no provision of the Distribution Agreement is inconsistent with the Pay-Through Agreement or the Deemed Investment economics.
10.4 Senior Lien MFN; Cooperation. Producer represents, warrants, and covenants that APHP shall be afforded protections with respect to the Picture and the proceeds thereof no less favorable than those afforded to any other senior lien holder, secured creditor, or analogous secured interest holder in respect of the Picture (each, an “Other Senior Lien Holder”). Without limiting the generality of the foregoing, Producer shall, and shall cause the Production Entity to, execute and deliver such additional instruments, consents, authorizations, and cooperation (including consents to UCC-1 financing statement filings and customary chain-of-title and copyright mortgage instruments) as APHP may from time to time reasonably request to evidence, confirm, or perfect APHP’s MFN protection hereunder, in each case as is customary in independent film finance. APHP shall not be required to deliver additional documentation as a condition to being entitled to the MFN protection of this Section 10.4, which is provided by Producer’s covenant herein; rather, APHP may invoke this Section 10.4 from time to time at its election. APHP’s enforcement remedy upon a default of any obligation that has been so perfected may include, at APHP’s election, foreclosure under the Uniform Commercial Code (and any other secured-creditor remedy then available) with respect to the affected collateral.
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11. Conditions Precedent.
The obligations of APHP to deliver the Credit Shares and the BECKY Economics Options, and the effectiveness of certain provisions hereof, are subject to the satisfaction (or written waiver) of the following conditions: (i) approval by APHP’s Board of Directors (including approval by disinterested directors if required); (ii) APHP’s satisfactory completion of chain-of-title and Yale Entertainment-related diligence; (iii) delivery of (A) an executed Distribution Agreement and reasonable confirmation that its terms are not inconsistent with this Agreement, and (B) an executed Pay-Through Agreement; (iv) delivery of the Investor Questionnaire by each recipient; (v) execution and delivery of each Ancillary Agreement required to be executed at Closing; and (vi) absence of any law, order, or governmental restraint that would prohibit the Transaction. For the avoidance of doubt, receipt of the term sheet or definitive documents for the Other Senior Equity is not a closing condition; Producer shall provide such documents to APHP upon APHP’s reasonable request.
12. Indemnification.
12.1 By Producer. Producer shall indemnify and hold harmless APHP and its affiliates, officers, directors, employees, and agents from and against any and all losses, claims, damages, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or resulting from: (a) any breach of any representation, warranty, or covenant of Producer hereunder or under any Ancillary Agreement; (b) any third-party claim challenging Producer’s rights in the Picture or the Barron’s Cove Collateral Recovery Right; and (c) any matter related to the Yale Entertainment bankruptcy not disclosed on Schedule B.
12.2 By APHP. APHP shall indemnify and hold harmless Producer from and against any Losses arising out of any breach of APHP’s representations, warranties, or covenants hereunder.
12.3 Procedure. The indemnification procedures set forth on Schedule E shall apply to all claims for indemnification under this Section 12.
13. Confidentiality.
Each Party shall keep confidential the existence and terms of this Agreement and the Ancillary Agreements except for disclosures: (a) required by applicable law, regulation, or stock exchange rules (including SEC reporting requirements applicable to APHP); (b) to their respective professional advisors, lenders, and bona fide prospective investors and counterparties bound by confidentiality obligations no less protective than those herein; or (c) with the prior written consent of the other Party. APHP’s required filings under the Exchange Act (including under Items 1.01 and 3.02 of Form 8-K, if applicable) are permitted disclosures.
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14. Termination.
14.1 Termination Events. This Agreement may be terminated prior to Closing: (a) by mutual written agreement; (b) by either Party for an uncured material breach of the other Party (with thirty (30) days’ written notice); or (c) by either Party if Closing has not occurred within ninety (90) days after the Effective Date (provided that the right to terminate shall not be available to a Party whose breach is the cause of the failure to close).
14.2 Effect of Termination. Upon termination, all Transaction Documents shall be of no further force or effect with respect to the unperformed obligations of the Parties; provided that Sections 12 (Indemnification), 13 (Confidentiality), and 15 (Miscellaneous) shall survive.
15. Miscellaneous.
15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina in the Wake County Courts without regard to its conflict-of-laws principles. The Parties acknowledge that APHP is incorporated in Wyoming; matters relating to APHP’s corporate authority or the issuance of APHP securities shall be governed by Wyoming law.
15.2 Dispute Resolution. The Parties shall first attempt in good faith to resolve any dispute by negotiation. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration administered by JAMS in Wake County, North Carolina before a single arbitrator, pursuant to JAMS Comprehensive Arbitration Rules. Each Party irrevocably waives any objection to venue and consents to the entry of judgment on any arbitral award in any court of competent jurisdiction.
15.3 Notices. All notices hereunder shall be in writing and shall be delivered to the addresses set forth on the signature page (or to such other address as a Party may designate in writing). Notices shall be effective on delivery if delivered by hand, on the next business day if sent by reputable overnight courier, and on confirmation of transmission if sent by email.
15.4 Entire Agreement. This Agreement, together with the Ancillary Agreements and Schedules, constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior agreements (including the Term Sheet), understandings, and discussions.
15.5 Amendments and Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
15.6 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party; provided that APHP may assign to a wholly owned subsidiary upon written notice (with APHP remaining secondarily liable).
15.7 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.
15.9 No Third-Party Beneficiaries. Except for indemnified persons under Section 12, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and creates no third-party beneficiary rights.
15.10 Securities Filings; Cooperation. Producer shall reasonably cooperate with APHP in connection with any required SEC or other regulatory filings, including supplying customary information about itself, its Designees, and the Transaction for inclusion in such filings.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.
| AMERICAN PICTURE HOUSE CORPORATION | PRODUCER — RUSS POSTERNAK AND PRODUCTION ENTITY | |||
| By: | /s/ Bannor Michael MacGregor | By: | /s/ Russ Posternak | |
| Name: | Bannor Michael MacGregor, CEO/President | Russ Posternak, individually | ||
| Date: | 6/3/2026 | By: | /s/ Russ Posternak | |
| Russ Posternak, Managing Manager | ||||
| Date: | 6/3/2026 | |||
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Exhibit 31.1
CERTIFICATIONS
Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
CERTIFICATION
I, Bannor Michael MacGregor, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of American Picture House Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 13, 2026 | ||
| By: | /s/ Bannor Michael MacGregor | |
| Bannor Michael MacGregor | ||
| Chief Executive Officer | ||
Exhibit 31.2
CERTIFICATIONS
Rule 13a-14(a) / 15d-14(a) Certification of Treasurer
CERTIFICATION
I, Daniel J. Hirsch, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of American Picture House Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 13, 2026
| By: | /s/ Daniel Hirsch | |
| Daniel Hirsch | ||
| Treasurer |
Exhibit 32.1
CERTIFICATIONS
Section 1350 Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, the undersigned officer of American Picture House Corporation (the “Company”) hereby certifies that the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: August 13, 2026 | |
| /s/ Bannor Michael MacGregor | |
| Bannor Michael MacGregor | |
| Chairperson and Chief Executive Officer |
Exhibit 32.2
CERTIFICATIONS
Section 1350 Certification of Treasurer
Pursuant to 18 U.S.C. Section 1350, the undersigned officer of American Picture House Corporation (the “Company”) hereby certifies that the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: August 13, 2026 | |
| /s/ Daniel J. Hirsch | |
| Daniel J. Hirsch | |
| Treasurer |