SENTIENT BRANDS HOLDINGS INC.

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of results expected for the full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)

NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS

Business Description

SENTIENT BRANDS HOLDINGS INC. (SNBH or the “Company”) is a next-generation brand platform focused on the acquisition, development, and commercialization of premium and functional consumer packaged goods (“CPG”), incorporated in the State of Nevada.

Nature of Operations and Principal Products/Channels

The Company’s core operations are conducted through its consolidated subsidiaries: AIG-F&B, Inc. (AIGFB), a wholly-owned Nevada subsidiary serving as a manufacturing and distribution platform for food, beverage, and wellness CPG products including the Original New York Seltzer® and Arctic Frost® brands; and Aqua Emergency, Inc. (AE NV), a specialized manufacturer and distributor of emergency water and MREs holding the exclusive license for American Red Cross® licensed products in our categories.

Effective January 1, 2026, the Company was scheduled to complete consolidation of Wyoming Bears, Inc. (WYB), a California-based distributor of consumer packaged goods, to 100% ownership pursuant to an amendment to the Share Exchange Agreement approved February 20, 2026. The parties have agreed to defer the acquisition to July 1, 2026.

Basis of Presentation

The unaudited consolidated interim financial statements have been prepared in conformity with U.S. GAAP and the SEC’s requirements for smaller reporting companies on Form 10-Q. All intercompany balances and transactions have been eliminated in consolidation. The financial statements include the accounts of SNBH and its wholly-owned subsidiaries.

Effective January 2, 2026, the Company executed areverse recapitalization of its common stock at a ratio of 1-for-30. All share and per share information has been retroactively adjusted to reflect this recapitalization for all periods presented.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and has an accumulated deficit of $6,425,970 as of March 31, 2026. The Company incurred a net loss of $93,076 for the three months ended March 31, 2026. Management anticipates the Company will continue to require additional capital to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management is actively pursuing revenue growth through its CPG subsidiaries, working capital improvements, and additional financing. There can be no assurance that the Company will be successful in these efforts.

NOTE 2. RESTATEMENTS

The Results of Operations and the respective consolidated Financial Statements the three months ended March 31, 2025 have been restated. The restatement of previously issued financial statements resulted from errors and omissions related to record keeping, accounting, management operations, debt and equity arrangements which indicated a failure in the design or operation of certain controls. Specifically:

There was a change in calculation of interest expense related to the existing convertible note payable to compound interest as specified in the note documents versus simple interest recorded by the Company. This change in calculation resulted in $28,556 of additional interest expense for the three months ended March 31, 2025.

It was discovered that the derivative value of the embedded conversion of one feature of a convertible note payable and three warrant grants were not recognized in the years of 2021 through 2025. This resulted in an adjustment to a derivative loss of $36,466 recorded for the three months ended March 31, 2025.

There was an adjustment for the three months ended March 31, 2025 of $117,760 for management fees that had not been accrued for the year ended December 31, 2024.122,667 shares were issued on February 11, 2025 in full satisfaction of the accrued amount due.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Uses of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates.

Cash

The Company considers all short-term highly liquid investments with an original maturity date of purchase of three months or less to be cash equivalents.

Revenue Recognition

Revenue is recognized under ASC 606 when control of goods is transferred to customers. The Company’s revenues are generated through its consolidated subsidiaries: AIG-F&B, Inc. (wholesale distribution and food & beverage services) and Aqua Emergency, Inc. (product sales, services, and shipping). For the three months ended March 31, 2026, consolidated revenues totaled $230,711, after elimination of $159,924 in intercompany transactions between subsidiaries.

Net Income (Loss) Per Common Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings per share gives effect to dilutive potential common shares including convertible notes and warrants. For the three months ended March 31, 2026, basic and diluted EPS are the same as all potentially dilutive securities are anti-dilutive given the Company’s capital structure.

Stock-Based Compensation

In accordance with ASC 718, the Company measures compensation cost for share-based awards at fair value on the grant date and recognizes expenses over the vesting period. During the three months ended March 31, 2026, the Company’s Board approved issuance of 785,000 shares from the 2026 Employee Benefit Plan. The expense related to these shares were accrued for the year ended December 31, 2025.

Depreciation and Amortization

Property, plant and equipment is depreciated on a straight-line basis over estimated useful lives of 3–15 years. Intangible assets with finite useful lives are amortized on a straight-line basis. For the three months ended March 31, 2026, the Company recorded $2,577 of depreciation expense and $1,708 of amortization expense, totaling $4,285.

Derivative Financial Instruments

The Company evaluates all financial instruments for bifurcation of embedded derivatives under ASC 815. For the three months ending March 31, 2026 a gain of $42,392 was realized on the embedded derivative calculation compared to a loss during the three months ended March 31, 2025 of $36,466.

Fair Value of Financial Instruments

The Company measures derivative liabilities at fair value using Level 3 unobservable inputs (Black-Scholes model). The derivative liability was $44,496 at December 31, 2025 and $2,104 at March 31, 2026. The fair value of all other financial instruments approximates carrying value due to their short-term nature.

Income Taxes

Income taxes are accounted for under ASC 740. The Company has significant deferred tax assets arising from net operating loss carryforwards, which are fully offset by a valuation allowance as management has concluded it is more likely than not that the deferred tax assets will not be realized. No income tax provision or benefit has been recognized for the three months ended March 31, 2026 or March 31, 2025.

Segment Reporting

The Company applies ASC 280, Segment Reporting, in determining reportable segments for its financial statement disclosure. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Interim Chief Executive Officer (“CEO”). The Company has determined that it operates as a single operating segment and has one reportable segment.

Impairment of Long-Lived Assets

Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold, and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented, except as follows:

ASU 2024-04, Improvements to Accounting for Certain Convertible Instruments: This standard simplifies the accounting for instruments like the Company’s acquisition credits payable and convertible notes by eliminating specific separation models, which is expected to reduce future complexity and may result in a non-cash adjustment upon adoption in 2027.

ASU 2023-09, Improvements to Income Tax Disclosures, requires increased transparency regarding rate reconciliation and Net Operating Loss (NOL) carryforward categories. The Company continues to evaluate the enhanced disclosure requirements of this standard.

NOTE 4. PREPAID FULFILLMENT COSTS

Prepaid fulfillment costs represent amounts prepaid to third-party co-manufacturers for inventory and drop-shipment fulfillment services. On December 31, 2025, $344,637 was transferred to AIG and Aqua Emergency Florida, co-manufacturers, as advance inventory under fulfillment service arrangements entered December 31, 2025. Gross prepayments during the three months ended March 31, 2026 totaled $153,538 by AIG-F&B, Inc., partially offset by $116,489 charged to cost of goods sold, resulting in a balance of $329,706 on March 31, 2026. Prepaid fulfillment costs are charged to the cost of goods sold as revenue is recognized.

NOTE 5. FIXED ASSETS

Fixed assets consist of the following:

The SNBH fixed assets were fully depreciated as of the year ended December 31, 2025. Depreciation expense on the remaining machinery and equipment and product artwork was $2,577 and $969 for the three months ended March 31, 2026 and 2025, respectively, related to the subsidiaries’ fixed assets.

NOTE 6. INTANGIBLE ASSETS

The perpetual license for Aqua Emergency license was granted, and Goodwill of $532,473 was recorded, as part of acquisition of Aqua Emergency, Inc. and is not subject to amortization under ASC 350. Both the Goodwill and the Aqua Emergency license are reviewed for impairment each period. As of March 31, 2026 and December 31, 2025, no impairment was recognized.

Amortization expense was $1,708 and $0 for the three months ended March 31, 2026 and 2025, respectively, for website development.

NOTE 7. SHORT-TERM LOANS PAYABLE

Short-term loans payable consists of advances from related parties for operating expenses as part of an emergency funding agreement. The balance of $141,729 at March 31, 2026, consists of $122,251 payable to Serge Knazev, interim CEO, and $19,478 payable to Lee Puglisi, compared to $123,098 at December 31, 2025. The increase of $18,631 reflects new advances during the three months ended March 31, 2026. These loans are unsecured, bear no interest, and are due on demand.

NOTE 8. NOTES PAYABLE

On August 19, 2025, the Company issued a note payable to Stephen Spanos in exchange for an account payable related to certain services rendered to the Company. Principal is $41,250. Interest accrues at a rate of 12% per annum. Interest expense was $1,238 and $0 as of March 31, 2026 and 2025, respectively. Accrued interest on this note was $3,048 as of March 31, 2026 and $1,810 as of December 31, 2025. No payments have been made against this note payable or interest.

NOTE 9. CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITY

Convertible notes payable consists entirely of the GA3 Consortium convertible notes with a principal balance of $715,789 at both March 31, 2026 and December 31, 2025. Accrued interest increased from $724,690 at December 31, 2025 to $804,251 at March 31, 2026, reflecting $79,561 of interest accrued during the three months ended March 31, 2026.

The embedded calculation of the warrants and one convertible note resulted in a gain of $42,392 for the three months ended March 31, 2026 and a loss of $36,466 for the three months ended March 31, 2025. A residual derivative liability of $2,104 remains at March 31, 2026.

NOTE 10. ACQUISITION CREDITS PAYABLE

Acquisition credits payable of $2,640,712 represent contingent equity consideration issued to the former shareholders of AIG-F&B, Inc. in the amount of $595,440, of Aqua Emergency Florida in the amount of $1,905,272 and in extinguishment of accounts payable $140,000. The acquisition credits are solely settleable in shares of the Company’s common stock upon the achievement of revenue and EBITDA milestones as specified in the respective Share Exchange Agreements. There were no changes to acquisition credits payable during the three months ended March 31, 2026.

NOTE 11. STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company has 25,000,000 shares of Preferred Stock authorized at $0.001 par value. As of March 31, 2026 and December 31, 2025,1,000,000 shares of Preferred Series B stock were issued and outstanding to SNBH Holding, Inc. with an aggregate value of $1,000.

For five years from the date of issuance, the Series B Preferred Stock shall have the number of votes equal to fifty-one percent (51%) of the cumulative total vote of all classes of stock of the Corporation, common or preferred, whether such other class of stock is voting as a single class or the other classes of stock are voting together as a single group, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, or any other class of preferred stock, and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock and any class of preferred stock entitled to vote, with respect to any question upon which holders of Common Stock or any class of preferred stock have the right to vote. After five years, the Series B Preferred Stock shall automatically, and without further action by the Corporation, be cancelled and void. The Series B Preferred Stock is not convertible into any other class of stock.

Common Stock

The Company has 500,000,000 shares of Common Stock authorized at $0.001 par value. As of May 14, 2026,4,437,771 shares were issued and outstanding, retroactively adjusted for the 1-for-30 reverse recapitalization effective January 2, 2026, inclusive of issuance of fractional whole shares rounded to the next highest whole share. As of December 31, 2025,4,117,771 shares were issued and outstanding.

On January 2, 2026, the Company issued 20,000 shares of its common stock to an individual in exchange for cash that had been received in February 2025.

On April 23, 2026 the Company issued 300,000 shares from its Employee Benefit Plan.

There wereno other shares issued in the three months ended March 31, 2026.

On February 6, 2025, the Company issued 300,000 shares of its common stock to an individual for consulting services.

On February 11, 2025, the Company issued 122,667 shares of its common stock to George Furlan as a bonus related to the merger.

On February 11, 2025, the Company issued 56,667 shares of its common stock to James Mansour in full settlement of his amount due for past services.

On February 26, 2025, the Company issued 516,904 shares of its common stock to Pure Energy in exchange for the cancellation of all debt and related accrued interest.

On February 27, 2025, the Company issued 51,334 shares of its common stock to Grace Court Advisors as a bonus related to the merger.

On March 11, 2025, the Company issued 66,667 shares of its common stock to George Furlan as a bonus related to merger services.

On March 11, 2025, the Company issued 33,334 shares of its common stock to a service provider for services.

On March 11, 2025, the Company issued 348,916 shares of its common stock to Adriatic Advisors in exchange for the cancellation of all debt and related accrued interest.

On March 20, 2025, the Company issued 33,334 to an investor who had purchased stock in May 2024, but was not issued at year end.

There wereno other issuances of common stock during the quarter ended March 31, 2025.

Employee Benefit Plan – 2026

During the three months ended March 31, 2026, the Board of Directors approved issuance of 785,000 shares from the Sentient Brands Holdings, Inc. 2026 Employee Benefit Plan. As of May 14, 2026300,000 shares have been issued.

NOTE 12. COMMITMENTS AND CONTINGENCIES

On February 6, 2026, Gregg Templeton filed a Statement of Claim with the American Arbitration Association claiming Failure to Pay Wage, Failure to Reimburse Expenses; Statutory Wage Violation under New York Law; Fraud and Unjust Enrichment. The AAA rejected the claim due to the procedural process and improper venue election. After rejection by AAA, Templeton’s legal counsel advised the Company of his intention to petition a New York Court to accept the complaint under an arbitration demand. The petition was filed on March 25, 2026. The claim related to an Employment Agreement dated on or about February 28, 2019. On May 30, 2025, the Company received a demand letter from an attorney representing the contractor in the amount of $286,010 including wages, expenses and interest. Mr. Templeton asserts interest has continued to accrue and the current claim now exceeds $300,000. Templeton was terminated by the Company in January of 2021 after an unauthorized diversion of $40,000 in Company funds to Templeton’s personal accounts was discovered by the Company, as well as his being barred by FINRA from certain aspects of any securities business, for similar conduct on multiple prior occasions. The Company disputes the claim in its entirety but has maintained an accrual of $54,525 related to the dispute. This amount was recorded on March 31, 2022 as an account payable for services in that quarter. The Company has not made any change to its accrual as of this time. The Company will defend itself vigorously and assert claims of misconduct against the former contractor.

NOTE 13. RELATED PARTY TRANSACTIONS

As of March 31, 2026, $141,729 in short-term loans payable is owed to related parties: $122,251 to Serge Knazev, interim CEO, and $19,478 to Lee Puglisi, an investor through an emergency funding agreement. These loans are non-interest-bearing and due on demand. Refer to Note 14. for subsequent changes in executive management.

NOTE 14. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through May 14, 2026, the date these financial statements were available to be issued.

On May 1, 2026, the Board of Directors held a meeting at which it formally accepted the resignation of George Furlan from his positions as Director and Chief Executive Officer of the Company. Mr. Furlan’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

At the same meeting, the Board approved the appointment of Serge Knazev as Interim Chief Executive Officer, effective May 1, 2026. Mr. Knazev previously served and continues to serve as President and Chief Operating Officer. The Company intends to conduct a search for a permanent Chief Executive Officer.

On April 23, 2026, the Company issued 300,000 shares from its Employee Benefit Plan.

The Company is not aware of any other material subsequent events requiring disclosure.