SENTIENT BRANDS HOLDINGS INC.

The accompanying unaudited condensed 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 pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for smaller reporting companies. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these condensed consolidated interim financial* statements.*

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these condensed consolidated interim financial* statements.*

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these condensedconsolidated interim financial* statements.*

SENTIENT BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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”).

Nature of Operations and Principal Products/Channels

The Company’s core operations are conducted through its condensed 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 acquire all outstanding shares 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 December 31, 2025. The parties have agreed to defer the acquisition and change of control until October 1, 2026. The Company is focusing on growing its current subsidiaries and remediating its balance sheet and overhead prior to an additional acquisition. As a result, no results for WYB were included in these condensed consolidated interim financial statements.

Basis of Presentation

The unaudited condensed consolidated interim financial statements have been prepared in conformity with the U.S. Securities and Exchange Commission (“SEC”) requirements for smaller reporting companies on Form 10-Q. All material intercompany balances and transactions have been eliminated in consolidation.

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 the reverse recapitalization for all periods presented. The accompanying unaudited condensed 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 pursuant to the rules and regulations of the SEC for smaller reporting companies. All material intercompany balances and transactions have been eliminated. These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. Certain prior period amounts have been reclassified to conform to the current period presentation, with no material impact on reported financial position or results of operations.

These statements should be read in conjunction with the audited condensed consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.

Going Concern

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 six months ended June 30, 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, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

To address these challenges, management is executing a strategic plan focused on the following areas:

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.

NOTE 2. RESTATEMENTS

The Results of Operations and the respective unaudited condensed consolidated interim Financial Statements for the three and six months ended June 30, 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 $33,120 and $61,676 of additional interest expense for the three and six months ended June 30, 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 periods prior to 2026. This resulted in an adjustment to a derivative loss of $35,863 and $72,329 recorded for the three and six months ended June 30, 2025, respectively.

There was an adjustment for the three months ended March 31, 2025 of $117,760 for management fees that had not been accrued.122,667 shares were issued on February 11, 2025 in full satisfaction of the accrued amount due.

Subsequent to the filing of the Form 10-Q on May 14, 2026, the Company discovered these errors in the comparative presentation of the Condensed Consolidated Statements of Stockholders’ Deficit and Condensed Consolidated Statements of Cash Flows for the three month period ended March 31, 2025. These errors had no impact on the Company’s previously reported condensed consolidated statements of operations, total assets, or total liabilities.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of condensed consolidated interim 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. The Company had no cash equivalents for the periods presented.

Revenue Recognition

Revenue is recognized under ASC Topic 606, Revenues from Contracts with Customers, when control of goods is transferred to customers. The Company’s revenues are generated through its condensed consolidated subsidiaries AIG-F&B, Inc. (wholesale distribution) and Aqua Emergency, Inc. (product sales, shipping, and subscription-based programs). Revenues are presented net of intercompany eliminations.

Net Earnings (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 outstanding during the period. For periods in which the Company reports a net loss, potentially dilutive securities are excluded because their effect would be anti-dilutive.

Stock-Based Compensation

In accordance with ASC Topic 718, Compensation – Stock Compensation, 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 six months ended June 30, 2026, the Company issued 325,000 shares of common stock, recorded at $0.10 per share, under the Sentient Brands Holdings, Inc. 2026 Employee Benefit Plan in settlement of $32,500 of previously accrued employee benefit plan expense (see Note 11).

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 over their estimated useful lives. For the three months ended June 30, 2026 and 2025, respectively, the Company recorded $2,577 and $2,254 of depreciation expense and $1,708 and $0 of amortization expense. For the six months ended June 30, 2026 and 2025, respectively, the Company recorded $5,153 and $3,224 of depreciation expense and $3,416 and $0 of amortization expense.

Derivative Financial Instruments

The Company evaluates all financial instruments for bifurcation of embedded derivatives under ASC Topic 815, Derivatives and Hedging. For the three months ended June 30, 2026 and 2025, a loss of $4,251 and $35,863, respectively, was realized on the embedded derivative calculation, For the six months ended June 30, 2026, a gain of $38,141 was recognized compared to a loss of $72,329 for the six months ended June 30, 2025.

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 $6,355 at June 30, 2026 and $44,496 at December 31, 2025 (see Note 9). There were no transfers to or from Level 3 during the quarter.

The unobservable inputs used for the Black-Scholes model are as follow:

The derivative liabilities for the three and six months ended June 30, 2026:

Income Taxes

Income taxes are accounted for under ASC Topic 740, Income Taxes. The Company has significant deferred tax assets arising from net operating loss carry forwards, which are fully offset by a valuation allowance as management has determined that realization is not more likely than not. No income tax provision or benefit has been recognized for the six months ended June 30, 2026 or June 30, 2025.

Segment Reporting

The Company applies ASC Topic 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 (FASB) 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 condensed consolidated interim 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.

The Company continues to evaluate the accounting and 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. Prepaid fulfillment costs were $415,394 on June 30, 2026 and $292,657 on December 31, 2025.

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 $5,153 for the three and six months ended June 30, 2026, respectively.

NOTE 6. INTANGIBLE ASSETS AND GOODWILL

Intangible assets and goodwill consist of the following:

Goodwill of $532,473 and Licenses of $1,150,000 relates to the acquisition of Aqua Emergency, Inc. and is not subject to amortization under ASC Topic 350, Goodwill and Other, but are reviewed for impairment each period. As of June 30, 2026 and December 31, 2025, no impairment was recognized.

Amortization expenses for Website Development were $1,708 and $3,416 for the three and six months ended June 30, 2026, respectively, and $0 for each of the comparable 2025 periods.

NOTE 7. SHORT-TERM LOANS PAYABLE

Short-term loans payable consists of advances from related parties for operating expenses. The balance of $191,969 at June 30, 2026 consists of $129,166 payable to Serge Knazev, interim Chief Executive Officer, $23,303 payable to Lee Puglisi, and $39,500 payable to GA3 Consortium, an affiliated company. The $68,871 increase during the six months ended June 30, 2026 represents Company expenses paid directly by related-party creditors on the Company’s behalf; no cash was directly advanced to the Company. The advances are non-interest-bearing and 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 for the three months ended June 30, 2026 and 2025, respectively, and $1,251 and $0 for the six months ended June 30, 2026 and 2025, respectively. Accrued interest on this note was $4,299 on June 30, 2026 and $1,810 on December 31, 2025. No payments have been made against this note payable or interest (see Note 13). The note had a maturity of October 19, 2025. There has been no notice of default and there is no change in interest rate upon default. The Company has not received a notice of waiver or forbearance.

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 June 30, 2026 and December 31, 2025. Accrued interest increased from $726,500 at December 31, 2025 to $887,906 at June 30, 2026.

For the three months ended June 30, 2026 and 2025, a loss of $4,251 and $35,863, respectively, was realized on the embedded derivative calculation, For the six months ended June 30, 2026, a gain of $38,141 was recognized compared to a loss of $72,329 for the six months ended June 30, 2025. A derivative liability of $6,355 and $44,496 remained outstanding on June 30, 2026 and December 31, 2025, respectively.

These convertible notes were in default upon the maturity date of each which occurred on April 28, 2022 for the first note in the amount of $315,789 and November 19, 2022 for the second note in the amount of $400,000. The default interest rate is 22%. Under the terms of the note documents, no notice of default was required by the holder. The Company has not received a notice of waiver or forbearance, although the holder and the Company are in discussions to amend the terms of the notes. No change has been agreed upon as of the date of this filing.

NOTE 10. ACQUISITION CREDITS PAYABLE

Acquisition credits payable of $2,640,712 at June 30, 2026 and December 31, 2025 represent contingent equity consideration issued to the former shareholders of AIG-F&B, Inc. ($595,440) and Aqua Emergency Nevada ($1,905,272), and amounts issued in extinguishment of other obligations. The balance was unchanged during the six months ended June 30, 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 June 30, 2026 and December 31, 2025,1,000,000 shares of Preferred Series B stock were issued and outstanding.

Common Stock

The Company has 500,000,000 shares of Common Stock authorized at $0.001 par value. As of June 30, 2026,4,462,771 shares were issued and outstanding, retroactively adjusted for the 1-for-30 reverse recapitalization effective January 2, 2026.

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 2026 Employee Benefit Plan.

On June 25, 2026, the Company issued 25,000 shares from its 2026 Employee Benefit Plan.

There wereno other shares issued in the six months ended June 30, 2026.

Employee Benefit Plan – 2026

On March 5, 2026, the Board of Directors approved the issuance of up to 785,000 shares of common stock under the Sentient Brands Holdings, Inc. 2026 Employee Benefit Plan at $0.10 per share, vesting April 20, 2026. Of the approved shares,325,000 were issued during the second quarter of 2026 in settlement of $32,500 of accrued plan expense;465,000 shares with a value of $46,500 have been earned but not yet issued and are recorded as accrued expenses.

The Form S-8 was filed with the U.S. Securities and Exchange Commission (SEC) on February 2, 2026 authorizing 1,000,000 shares of common stock to be issued to employees and contractors.

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 on February 3, 2020 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 June 30, 2026, $191,969 in short-term loans payable was due to related parties, including the Company’s interim Chief Executive Officer (see Note 7). During the six months ended June 30, 2026, related parties paid $68,871 of Company expenses directly on the Company’s behalf, which was recorded as an increase in short-term loans payable.

On August 19, 2025, the Company issued a note payable to Stephen Spanos, the former CFO, 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 (see Note 8).

NOTE 14. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through August 11, 2026, the date these financial statements were available to be issued.

Effective January 1, 2026, the Company was scheduled to acquire all outstanding shares 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 December 31, 2025. The parties have agreed to defer the acquisition and change of control until October 1, 2026. The Company is focusing on growing its current subsidiaries and remediating its balance sheet and overhead prior to an additional acquisition. As a result, no results for WYB were included in these condensed consolidated interim financial statements.

Compliance and Restitution Initiative; Settlement Agreements

On July 1, 2026, Sentient Brands Holdings Inc. (the “Company”) entered into two separate confidential pre-filing settlement and cooperation agreements (collectively, the “Agreements”), each with a former member of the Company’s management, in furtherance of the “Compliance and Restitution” initiative described in the Company’s Current Report on Form 8-K filed June 23, 2026, under which the Board of Directors (the “Board”) authorized the Company to pursue, among other things, the recovery and cancellation of equity the Board has identified as having been improperly issued and the recovery of assets for the Company’s. The Company executed each of the Agreements solely through independent authority, acting through disinterested members of the Board and not through any person whose conduct is subject to the Board’s ongoing review of historical corporate actions. In each case, the Company is coordinating on a unified basis with a group of 25 investors and other parties (collectively, the “Plaintiff Parties”) under a previously disclosed Joint Representation and Confidentiality Agreement.

Under the Agreements, the former members of management have agreed to provide full, truthful and continuing cooperation to the Plaintiff Parties in connection with contemplated legal actions arising out of the historical transactions, billing records, debt and share issuances under the Board’s review — including by executing sworn declarations, preserving and producing documents, and providing truthful testimony — and to make restitution to the Company through the surrender and cancellation of shares. In the aggregate, the Agreements provide for the surrender and cancellation to the Company of 455,496 restricted shares of the Company’s common stock (13,664,747 shares on a pre-reverse-split basis, prior to the Company’s 1-for-30 reverse stock split effected January 2, 2026), in each case without any monetary payment by the Company for such shares. The surrendered shares will be cancelled and retired and restored to the status of authorized but unissued shares of the Company in accordance with Nevada law, and will not be held as treasury shares. The Agreements characterize the surrender and cancellation as restitution and the rescission and disgorgement of improperly issued shares to the Company, and not as monetary settlement consideration; the surrenders are effective immediately upon execution, are irrevocable, and will remain effective even if the related releases are later revoked.

In consideration of that cooperation and restitution, the Plaintiff Parties have agreed to conditional releases and covenants not to sue (and, as applicable, forbearance from prosecuting and the dismissal or holding in abeyance of claims), in each case conditioned on the continued, complete and truthful cooperation of the applicable party and subject to revocation upon a material breach. The Agreements contain no monetary settlement consideration paid to the Plaintiff Parties, and no party will pay any fee, bonus or settlement payment in exchange for testimony or cooperation; reimbursement is limited to reasonable, documented out-of-pocket expenses. Each Agreement provides that the applicable party’s sole obligation is to provide complete and truthful information and testimony, that no party may request that the party adopt any particular version of facts, and that the party retains the right to communicate directly with the U.S. Securities and Exchange Commission and other governmental authorities without prior notice to or approval from any party. The Company believes the Agreements advance the objectives of its Compliance and Restitution initiative by securing the cooperation of two former members of management and the return and cancellation of a substantial number of shares to the Company.

Each of the Agreements is governed by the laws of the State of New York, except that matters of the Company’s corporate authority, the share surrender and cancellation, and related matters are governed by Nevada law. Each Agreement is a confidential settlement communication. The foregoing descriptions of the Agreements are summaries only, do not purport to be complete, and the Company has not filed either Agreement as an exhibit to this Current Report on Form 10-Q.

As of the date of this filing, the contemplated legal actions referenced in the Agreements have not been filed, and the Company can provide no assurance as to the timing, outcome, or amount of any recovery, restitution, or cancellation of securities that may result from the matters described above, beyond the cancellation of the shares surrendered under the Agreements. The Company has provided the foregoing disclosure on a voluntary basis, does not undertake to disclose its litigation strategy, and undertakes to make such further disclosures regarding these matters as may be required by the federal securities laws.

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

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