SENTIENT BRANDS HOLDINGS INC.
For the period ended Mar 31, 2026. Filed May 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 14, 2026
SNBHStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-19.
0001731122-25-001574
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-023170
Item 2. Management’s Discussion and AnalysisThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 112 previous paragraphs and 43 current paragraphs.
19 unchanged; 3 reworded; 21 added; 88 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 21 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and related notes included in Item 1 of this report, and with the audited financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
Current report
Forward-Looking Statements
Current report
All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of a number of factors, including those set forth under the risk factors and business sections in this Form 10-Q.
Current report
Results of Operations – Three Months Ended March 31, 2026 vs. March 31, 2025
Current report
Total consolidated revenues were $230,711 for the three months ended March 31, 2026, compared to $0 for the three months ended March 31, 2025. Revenues are presented net of $159,924 in intercompany eliminations. The elimination reflects intercompany service arrangements between subsidiaries.
Current report
Total cost of revenues, net of intercompany eliminations, was $166,501 for the three months ended March 31, 2026, compared to $600 for the three months ended March 31, 2025. Cost of revenues consists of cost of goods sold of $116,489, freight costs of $30,762, and royalty expenses of $19,250. Gross profit was $64,210, a 27.8% gross margin on revenue, for the three months ended March 31, 2026.
Current report
Total operating expenses were $118,881 and $366,506 for the three months ended March 31, 2026 and 2025, respectively.
Current report
The Company instituted a policy requiring all officers and directors to present detailed activity on an approved invoice rather than through fixed consulting agreements. In addition, the board of directors agreed to suspend their board fees until further notice, resulting in a significant reduction in management fees during the three months ended March 31, 2026 of $27,500 compared to $268,860 for the three months ended March 31, 2025. There were 300,000 shares issued for bonuses related to the acquisitions of subsidiaries valued at $141,600 for the three months ended March 31, 2025.
Current report
Other advisory services decreased $89,207 due to reduced Investor Relations expenses, which were settled through the issuance of 300,000 shares of common stock in the three months ended March 31, 2025.
Current report
Accounting and Auditing fees for the three months ended March 31, 2025 included a bonus of 33,334 shares of common stock valued at $40,000 at the time of issuance paid to the former contracted accountant.
Current report
The Company’s loss from operations during the three months ended March 31, 2026 and 2025 was $54,670 and $367,106, respectively.
Current report
Other Income comprises income for embedded derivative calculations of $42,392 for the three months ended March 31, 2026 and a loss from embedded derivative calculation of $(36,466) for the three months ended March 31, 2025. There was also $10,000 received in the three months ended March 31, 2025 from a fraud claim adjudicated in the state of New Jersey which resulted in a claim for $25,000, of which a total of $15,000 was received during the year ended December 31, 2025. No reserve for the additional payments has been made as the collection is not reasonably assured.
Current report
Other expenses for the three months ended March 31, 2026 and 2025, respectively, were $80.798 and $78,654, consisting of interest expense on the GA3 Consortium convertible notes and the Spanos note payable.
Current report
Net loss was $(93,076) for the three months ended March 31, 2026, compared to a net loss of $(472,226) for the three months ended March 31, 2025. The improvement of $379,150 reflects the commencement of substantial revenue-generating operations across both subsidiaries, reduced holding company costs and the gain on embedded derivative calculations.
Current report
Cash and cash equivalents were $44,468 on March 31, 2026 compared to $29,011 on December 31, 2025. The net increase of $15,457 reflects net cash used in operating activities of $(3,174) and net proceeds from short-term related-party loans of $18,631.
Current report
Net cash used in operating activities was $3,174 for the three months ended March 31, 2026, reflecting net loss of $61,392 adjusted for non-cash items of depreciation and amortization of $4,285, embedded derivative calculation gain of $42,392 and interest expense of $80,798 plus working capital changes including collections of accounts receivable of $12,691, increase in prepaid expenses of $45,877, partially offset by an decrease in prepaid inventory of $14,931 and an increase in accounts payable of $65,466.
Current report
Financing activities provided $18,631 from net short-term loan proceeds from related parties. Management is actively pursuing additional working capital financing through equity raises, strategic partnerships, and operating cash flow improvements.
Current report
The Company’s total stockholders’ working capital deficit was $3,991,762 at March 31, 2026, and $3,902,970 at December 31, 2025. Included in the working capital deficit for the three months ended March 31, 2026 and year ended December 31, 2025 is $2,640,712 in Acquisition Credits as a contingent liability which is solely settleable in equity to be issued for acquiring the subsidiaries AIGFB & AE NV, in the amount of $2,500,712, with an additional issuance of $140,000 for a reduction in accounts payable.
Removed paragraphs (88)
Previous report
The following discussion and analysis of the results of operations and financial condition of Sentient Brands Holdings Inc. for the three and nine months ended September 30, 2025 and 2024 should be read in conjunction with the Sentient Brands Holdings Inc. unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements and Business sections in our Form 10-K as filed with the Securities and Exchange Commission on April 16, 2025. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Previous report
Unless otherwise indicated, references to the “Company,” “us” or “we” refer to Sentient Brands Holdings Inc. and its subsidiaries.
Previous report
The Company’s flagship subsidiaries include:
Previous report
These entities serve as the operational and commercial backbone of SNBH’s business model, allowing the Company to scale through strategic asset acquisition and production partnerships. The Company intends to leverage its operating subsidiaries, brand equity, and licensing relationships to enter additional product categories aligned with health, safety, and sustainability.
Previous report
Strategic Developments
Previous report
On April 10, 2025, the Company, through AIG F&B, closed a share exchange agreement with American Industrial Group (“AIG”), pursuant to which AIG transferred select rights, assets, and business lines to AIG F&B in exchange for Acquisition Credits convertible into shares of SNBH common stock under a performance-based earnout structure. These assets include proprietary beverage and first-aid product formulations, manufacturing infrastructure, distribution relationships, and brand rights relevant to the Company’s future enterprise.
Previous report
On July 5, 2025, the Company, through Aqua Emergency Nevada.(“AE NV”), closed a share exchange agreement with Aqua Emergency Florida (“AE FL”), pursuant to which AE FL transferred select rights, assets, and business lines to AE NV in exchange for Acquisition Credits convertible into shares of SNBH common stock under a performance-based earnout structure. These assets include proprietary beverage and first-aid product formulations, manufacturing infrastructure, distribution relationships, and brand rights relevant to the Company’s future roadmap.
Previous report
On September 30, 2025, with an effective date of October 1, 2025, the Company, through Wyoming Bears, Inc., closed a share exchange agreement with Wyoming Bears, Inc. founders, pursuant to which founders transferred select rights, assets, and business lines to Wyoming Bears, Inc. in exchange for Acquisition Credits convertible into shares of SNBH common stock under a performance-based earnout structure. These assets include proprietary beverage and first-aid product formulations, manufacturing infrastructure, distribution relationships, and brand rights relevant to the Company’s future roadmap.
Previous report
The consideration structure is performance-contingent and subject to regulatory holding periods, lock-up agreements, and earnout milestones tied to revenue, EBITDA, and appraised asset value. The Acquisition Credits may be converted to equity upon the achievement of defined benchmarks over a multi-year horizon.
Previous report
This transaction significantly enhances the Company’s balance sheet and operating capacity, supporting its ability to develop new revenue-generating products and pursue future acquisitions aligned with its mission.
Previous report
The Company’s leadership team brings experience from global consumer brands and retailers, including Original New York Seltzer, Disney, Hugo Boss, Victoria’s Secret, Versace, Bath & Body Works, and Walmart. Leveraging this expertise, through its partnership with American Industrial Group, SNBH is positioned to capitalize on strategic sourcing, the ability to manufacture locally with a global footprint, and global distribution networks across omnichannel platforms for high-growth, high-margin brands, while maintaining cash-flow positive operations at all subsidiaries. The Company continues to execute its 24-month acquisition pipeline and to seek growth through synergistic acquisitions, innovation in consumer packaged goods, in food, beverage, pet-care, healthcare, and emergency markets, as well as strategic brand partnerships. Management believes these initiatives, supported by scalable operations and established institutional relationships, will enable sustainable value creation for shareholders.
Previous report
Principal Products and Services
Previous report
Sentient Brands’ product portfolio includes multiple high-growth, consumer-focused brands:
Previous report
All of the Company’s proprietary products are formulated and packaged to meet standards of safety, shelf-life stability, consumer appeal, and regulatory compliance.
Previous report
Suppliers
Previous report
The Company utilizes a diversified network of co-manufacturers, ingredient suppliers, and packaging partners. SNBH is not dependent on any single supplier and maintains contingency arrangements to support uninterrupted operations.
Previous report
Distribution
Previous report
SNBH leverages both direct-to-consumer and B2B distribution channels:
Previous report
Marketing Strategy
Previous report
The Company promotes its brands through targeted social media marketing, influencer campaigns, PR events, and traditional media. Marketing and brand positioning are executed internally and with third-party agencies for select initiatives.
Previous report
Growth Strategies
Previous report
To scale operations and enhance shareholder value, the Company is focused on:
Previous report
M&A Strategy
Previous report
SNBH targets synergistic acquisitions in high-margin, high-growth categories including food, beverage, pet care, health, and emergency products. The Company applies an earnout-based consideration model to align incentives and manage dilution. The April 2025 acquisition of assets from American Industrial Group is the first major transaction under this model. Subsequently, we entered into a majority owned company, Aqua Emergency, a Nevada company (“AE-NV”), whereby we own 51% of the shares and control 2 out of 3 board seats. AE-NV acquired assets from Aqua Emergency, a Florida company, in exchange for acquisition credits issued by SNBH.
Previous report
Customers
Previous report
The Company serves a broad customer base, including individual consumers, retailers, distributors, government agencies, and NGOs. Key segments include emergency preparedness, premium beverage, and wellness categories.
Previous report
Intellectual Property
Previous report
SNBH and its affiliates hold U.S. trademarks and exclusive licenses for Aqua Emergency, Arctic Frost, Original New York Seltzer, American Red Cross, Burlone, and other proprietary brands, with additional trademark applications pending internationally. The Company protects trade secrets through contractual and operational safeguards.
Previous report
Competition
Previous report
The CPG space is highly competitive, with participants ranging from multinational conglomerates to niche independents. The Company’s focus on brand authenticity, regulatory compliance, and premium positioning provides defensible differentiation.
Previous report
Research and Development
Previous report
Product development is continuous and collaborative across the Company’s brand platform. Expenditures are managed prudently and focus on commercialization of innovative formulations and packaging.
Previous report
Employees
Previous report
The Company employs a lean operating structure, combining a core management team, supported by strategic advisors and specialized contractors. Human capital plans prioritize scalability and operational excellence.
Previous report
Compensation practices are designed to align performance with long-term value creation through a combination of base pay, performance incentives, and equity participation.
Previous report
The primary mailing address for the Company is 590 Madison Avenue, 21 st Floor, New York, New York 10022. The Company’s telephone number is (646) 202-2897. The Company’s website iswww.sentientbrands.com.
Previous report
Critical Accounting Policies and Estimates
Previous report
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes and the valuation of equity transactions.
Previous report
We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.
Previous report
Revenue Recognition
Showing the first 40 of 88 passages. Open the source sections for the rest.
Reworded paragraphs (3)
Previous wording
Sentient Brands is currently a next-generation brand platform focused on the acquisition, development, and commercialization of premium and functional consumer packaged goods (CPG) with an emphasis on wellness, sustainability, and emergency preparedness. The Company has implemented a product innovation and acquisition-driven growth strategy through its operating subsidiaries, focusing on consumer categories that offer long-term secular growth potential.
Current wording
Sentient Brands is a next-generation brand platform focused on the acquisition, development, and commercialization of premium and functional consumer packaged goods (CPG) with an emphasis on wellness, sustainability, and emergency preparedness. The Company has implemented a product innovation and acquisition-driven growth strategy through its operating subsidiaries, focusing on consumer categories that offer long-term secular growth potential.
Previous wording
We have a limited operating history, and our continued growth is dependent upon the continuation of selling our products to our customers; hence generating revenues and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. We had an accumulated deficit of $5,533,323 and $4,669,826 at September 30, 2025 and December 31, 2024, respectively and a working capital deficit of $3,589,472 and $2,206,318 at September 30, 2025 and December 31, 2024, respectively. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2024 contained an explanatory paragraph regarding our ability to continue as a going concern based upon cash used in operating activities and the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These factors, among others, raised substantial doubt about our ability to continue as a going concern. Our financial statements appearing elsewhere in this report do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate significant revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.
Current wording
We have a limited operating history, and our continued growth is dependent upon the continuation of selling our products to our customers; hence generating revenues and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. We had an accumulated deficit of $6,425,970 and $6,332,894 at March 31, 2026 and December 31, 2025, respectively and a working capital deficit of $3,991,762 and $3,902,970 at March 31, 2026 and December 31, 2025, respectively. Included in the working capital deficit for the three months ended March 31, 2026 and the year ended December 31, 2025 is $2,640,712 in Acquisition Credits as a contingent liability which is solely settleable in equity to be issued for acquiring the subsidiaries AIGFB & AE NV, in the amount of $2,500,712, with an additional issuance of $140,000 for a reduction in accounts payable. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2025 contained an explanatory paragraph regarding our ability to continue as a going concern based upon cash used in operating activities and the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These factors, among others, raised substantial doubt about our ability to continue as a going concern. Our financial statements appearing elsewhere in this report do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate significant revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.
Previous wording
For the nine months ended September 30, 2025 and 2024, operating expenses consisted of the following:
Current wording
For the three months ended March 31, 2026 and 2025, professional service expenses consisted of the following:
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Our ability to continue as a going concern is dependent upon our ability to carry out our business plan, achieve profitable operations, obtain additional working capital funds from our significant shareholders, and or through debt and equity financings. However, there can be no assurance that any additional financings will be available to us on satisfactory terms and conditions, if any.
Previous report — wording carried elsewhere
The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.