SENTIENT BRANDS HOLDINGS INC.
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
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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.
Jun 30, 2026 · Filed Aug 11, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-023170
Item 2. Management’s Discussion and AnalysisCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001493152-26-037042
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 43 previous paragraphs and 44 current paragraphs.
18 unchanged; 13 reworded; 13 added; 11 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 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 (13)
Current report
The accompanying condensed consolidated interim 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 $6,472,806 as of June 30, 2026, a total stockholders’ deficit of $2,212,931, and a working capital deficit of $4,001,813. Included in the working capital deficit for the three and six months ended June30, 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 to a vendor in settlement of an accounts payable. Although the Company generated income from operations of $42,322 for the three months ended June 30, 2026, it incurred net losses of $46,836 and $139,912 for the three and six months then ended. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Current report
To address these challenges, management is executing a strategic plan focused on the following areas:
Current report
There can be no assurance that these initiatives will be successful or that the Company will achieve sustainable profitability. If we are unable to secure additional financing on satisfactory terms, our business and financial condition could be materially and adversely affected.
Current report
Total condensed consolidated revenues were $462,461 for the three months ended June 30, 2026, compared to $110,600 for the comparable 2025 period, an increase of $351,861, and for the six months ended June 30, 2026 and 2025, respectively, were $693,172 and $110,600, reflecting the ramp-up of revenue-generating operations across both operating subsidiaries.
Current report
Cost of Revenues and Gross Profit
Current report
Cost of revenues was $289,147 for the three months ended June 30, 2026, compared to $115,712 for the three months ended June 30, 2025. Cost of revenues for the six months ended June 30, 2026 was $455,648 compared to $116,312 for the six months ended June 30, 2025.
Current report
Gross profit was $173,314 compared to a gross loss of ($5,112) for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 gross profit was $237,524 compared to a gross loss of ($5,712) for the six months ended June 30, 2025.
Current report
Total operating expenses were $130,992 and $359,657 for the three months ended June 30, 2026 and 2025, respectively and $249,872 and $726,162 for the six months ended June 30, 2026 and 2025, respectively. The decrease in operating expenses was due to legal and professional and management fees expenses.
Current report
Legal and Professional fees include legal fees, auditing and accounting services, investor relations and other professional fees. There was a reduction of legal fees costs of $212,253 compared to the six months ended June 30, 2025. There were 66,667 shares of common stock issued for bonuses for legal services related to the acquisitions of subsidiaries valued at $176,000 for the three and six months ended June 30, 2025. There were no such bonuses awarded in 2026.
Current report
Income (Loss) from Operations
Current report
Net other expenses were ($89,158) and ($108,351) for the three months ended June 30, 2026 and 2025 and for the six months ended for June 30, 2026 and 2025, respectively, was ($127,564) and ($213,471).
Current report
The loss on the embedded derivatives for the three months ended June 30, 2026 and 2025 was ($4,251) and ($35,863) and the gain for the six months ended June 30, 2026 was $38,141 and loss for the six months ended June 30, 2025 was ($72,329).
Current report
Interest expense for the three and six months ended June 30, 2026 was $84,907 and $165,705. For the three and six months ended June 30, 2025, interest expense was $72,488 and $151,142.
Removed paragraphs (11)
Previous report
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 report
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
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.
Previous 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.
Previous 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.
Previous report
Total operating expenses were $118,881 and $366,506 for the three months ended March 31, 2026 and 2025, respectively.
Previous report
Professional Service Fees
Previous 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.
Previous 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.
Reworded paragraphs (13)
Previous wording
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current wording
TEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous wording
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 wording
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated interim 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.
Previous wording
Results of Operations – Three Months Ended March 31, 2026 vs. March 31, 2025
Current wording
Results of Operations – Three and Six Months Ended June 30, 2026 vs. June 30, 2025
Previous wording
For the three months ended March 31, 2026 and 2025, operating expenses consisted of the following:
Current wording
For the three and six months ended June 30, 2026 and 2025, operating expenses consisted of the following:
Previous wording
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 wording
The Company instituted a policy requiring all officers and directors to present detailed activity on an approved invoice basis rather than through fixed consulting agreements. In addition, the board of directors agreed to suspend their board fees until further notice. Both of these initiatives resulted in a significant reduction in management fees. During the six months ended June 30, 2026, there was a reduction of $134,145 in management fees compared to the six months ended June 30, 2025. There were 118,007 shares of common stock issued for bonuses related to the acquisitions of subsidiaries valued at $141,600 for the six months ended June 30, 2025. No such bonuses were awarded in 2026. The recipient of 66,667 of these bonus shares has agreed to surrender those shares to the Company as part of the Settlement Agreements (see Note 14).
Previous wording
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 wording
Other advisory services decreased $101,088 due to reduced Investor Relations expenses incurred and required between June 2026 and 2025. Investor relations expenses were settled through the issuance of 100,000 shares of common stock in the six months ended June 30, 2025.
Previous wording
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 wording
Accounting and Auditing fees for the three and six months ended June 30, 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. There were no such bonuses rendered in 2026.
Previous wording
The Company’s loss from operations during the three months ended March 31, 2026 and 2025 was $54,670 and $367,106, respectively.
Current wording
The Company’s income (loss) from operations during the three months ended June 30, 2026 and 2025 was $42,322 and ($364,769), respectively. The loss from operations during the six months ended June 30, 2026 and 2025, respectively, was ($12,348) and ($731,874).
Previous wording
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 wording
Net loss was ($46,836) for the three months ended June 30, 2026, compared to a net loss of ($473,120) for the three months ended June 30, 2025. The improvement of $426,284 reflects the commencement of substantial revenue-generating operations across both subsidiaries, reduced holding company costs and the gain on embedded derivative calculations. Net loss for the six months ended June 30, 2026 and 2025, respectively, was ($139,912) and ($945,345), resulting in an improvement of $805,433.
Previous wording
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 wording
Cash was $143,799 on June 30, 2026 compared to $29,011 on December 31, 2025. The net increase of $114,788 reflects net cash provided by operating activities of $45,917 and net proceeds from short-term related-party loans of $68,871.
Previous wording
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 wording
Net cash provided by operating activities for the six months ended June 30, 2026, reflecting net loss of ($139,912) adjusted for non-cash items of depreciation and amortization of $8,569, embedded derivative calculation loss of ($38,141), and interest expense of $165,705 plus working capital changes including collections of accounts receivable of $9,368, a decrease in prepaid fulfilment fees of $122,737 and an increase in accounts payable of $167,017.
Previous wording
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 wording
Financing activities provided $68,871 and $0 from net short-term loan proceeds from related parties for the six months ended June 30, 2026 and 2025, respectively. Management is actively pursuing additional working capital financing through equity raises, strategic partnerships, and operating cash flow improvements.
Previous wording
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.
Current wording
The Company’s working capital deficit was $4,001,813 on June 30, 2026, and $3,902,970 on December 31, 2025. Included in the working capital deficit for the six months ended June 30, 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.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
For the three months ended March 31, 2026 and 2025, professional service expenses consisted of the following: