SENTIENT BRANDS HOLDINGS INC.
For the period ended Sep 30, 2026. Filed Nov 9, 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.
Sep 30, 2026 · Filed Nov 9, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001493152-26-050746
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 44 previous paragraphs and 46 current paragraphs.
18 unchanged; 9 reworded; 19 added; 17 removed; 0 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 (19)
Current report
Sentient Brands is focused on emergency preparedness and disaster recovery, including Aqua Emergency’s emergency water and MRE products. Management has decided to phase out existing CPG business lines and integrations outside this focus and to defer new CPG integrations, brands and business lines. Management intends to maintain this deferral while it works to restore the Company’s capitalization table and resolve pending legal matters. Any resumption would be subject to management’s reassessment of strategic priorities and available resources.
Current report
Management continues to implement cost-control measures, including the suspension of Board fees, prioritize resources for emergency preparedness and disaster recovery, and obtain related-party operating-capital funding, including funding from GA3.
Current report
Although the Company generated positive operating cash flow during the nine months ended September 30, 2026, the available evidence does not establish that management’s plans will provide sufficient liquidity to meet the Company’s obligations over the period extending one year after issuance of these financial statements. Accordingly, management’s plans have not alleviated substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty.
Current report
Total condensed consolidated revenues were $395,496 for the three months ended September 30, 2026, compared to $373,822 for the comparable 2025 period, an increase of $21,674. For the nine months ended September 30, 2026 and 2025, respectively, revenues were $1,088,668 and $484,723, an increase of $603,945. The 2025 comparisons reflect the restatement described in Note 2. Current revenue reflects operating subsidiaries after elimination of internal billings; the first nine months of 2025 include operations for shorter periods following the acquisitions.
Current report
Gross profit was $135,961 and $236,317 for the three months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, gross profit was $373,486 and $230,605, respectively. Gross margin declined to 34.4% from 63.2% for the quarter and was 34.3% compared with 47.6% for the nine months.
Current report
Current cost of revenues includes product costs, freight and royalties. Third-quarter costs also include a $2,079 write-off of defective prepaid cartons and the recorded $5,000 prior-period royalty correction.
Current report
Legal and professional fees include legal fees, auditing and accounting services, investor relations and other professional fees. These expenses were $45,981 and $166,548 for the three and nine months ended September 30, 2026, compared with $83,176 and $551,008 in the restated 2025 periods. The current nine-month total comprises $77,175 accounting and audit services, $68,540 legal fees and $20,833 other advisory services.
Current report
Other advisory services were $6,011 for the third quarter and $20,833 for the first nine months of 2026. Legal fees were $23,670 and $68,540 for those periods. The prior-year stock-service charges and historical corrections are reflected in the restated comparative information described in Note 2.
Current report
Accounting and Auditing fees were $16,300 and $77,175 for the three and nine months ended September 30, 2026, respectively. Shares issued to settle previously accrued fees did not result in additional compensation expense.
Current report
Other Income (Expenses)
Current report
Other income (expenses) was ($89,356) and $29,618 for the three months ended September 30, 2026 and 2025, respectively, and ($216,920) and ($183,853) for the nine-month periods.
Current report
The embedded derivative calculation resulted in a gain of $1,705 for the third quarter of 2026 and a gain of $39,846 for the first nine months. The restated 2025 comparisons include derivative gains of $103,056 for the quarter and $30,727 for the nine months, and legal-claim settlements of $5,000 and $15,000, respectively. The previously reported $42,351 converted-loan interest income is removed in the restated nine-month comparison.
Current report
Interest expense for the three and nine months ended September 30, 2026 was $91,061 and $256,766, respectively. Current-quarter expense includes $89,796 GA3 interest and $1,265 Spanos interest. The $2,250 of direct share-issuance costs was charged to additional paid-in capital. Restated interest expense for the three and nine months ended September 30, 2025 was $78,438 and $229,580, respectively.
Current report
Net loss was ($62,705) for the three months ended September 30, 2026, compared to consolidated net income of $46,052 in the restated 2025 quarter, a deterioration of $108,757. For the nine months, consolidated net loss was ($202,617) compared with ($899,293), an improvement of $696,676.
Current report
Net cash provided by operating activities for the nine months ended September 30, 2026 reflects the net loss of ($202,617), adjusted for depreciation and amortization of $12,854, shares issued for interest of $17,614, derivative gain of $39,846 and accrued interest of $239,152. Working-capital adjustments include a $110,085 decrease in receivables, $12,446 prepaid-expense adjustment, $88,575 increase in prepaid fulfilment costs and a $133,573 accounts-payable and accrued-expense adjustment. Positive operating cash flow is partly supported by deferred vendor payments and does not establish sufficient future liquidity.
Current report
Related parties funded $111,920 of Company expenses, vendor balances and advances directly during the first nine months of 2026. These transactions are presented as constructive financing receipts and corresponding operating disbursements as described in Note 7, consistent with the financing presentation of $68,871 of related-party funding in the Q2 filing. The nine-month funding comprises $68,871 through June 30 and $43,049 during the third quarter. Comparative 2025 cash flows are operating cash used of $32,087, no investing cash flow and financing cash provided of $50,375, including $36,000 of common-stock subscription proceeds and $14,375 of related-party loan proceeds. Comparative cash increased by $18,288 from $3,432 to $21,720. Management continues to pursue additional working capital financing and operating cash improvements.
Current report
The Company’s working capital deficit was $4,010,119 on September 30, 2026 and $3,902,970 on December 31, 2025. Included in current liabilities is $2,640,712 of Acquisition Credits. Convertible notes of $715,789 and the Spanos note of $41,250 have matured; related-party operating advances of $235,018 are due on demand. Continued funding, collections and payment arrangements are necessary to meet obligations. Management’s plans have not alleviated substantial doubt about the Company’s ability to continue as a going concern.
Current report
The Company’s contractual obligations include the debt and related-party advances described in Notes 7–9, acquisition credits described in Note 10, and operating, license, royalty and legal arrangements described in Notes 4, 6 and 12.
Current report
As of September 30, 2026, we did not have any material off-balance sheet arrangements.
Removed paragraphs (17)
Previous report
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 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.
Previous 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.
Previous 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.
Previous report
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 report
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 report
Other Income (Expense)
Previous 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).
Previous 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).
Previous 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.
Previous report
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 report
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 report
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 report
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.
Previous report
None
Previous report
We presently do not have any contractual obligations.
Previous report
We presently do not have off-balance sheet arrangements.
Reworded paragraphs (9)
Previous wording
TEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current wording
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous wording
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 wording
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 $6,535,511 as of September 30, 2026, a total stockholders’ deficit of $2,225,522, and a working capital deficit of $4,010,119. Included in current liabilities is $2,640,712 in Acquisition Credits, consisting of $2,500,712 issued in connection with acquiring AIGFB and AE NV and $140,000 issued to a vendor in settlement of an account payable. Although the Company generated income from operations of $26,651 and $14,303 for the three and nine months ended September 30, 2026, it incurred net losses of $62,705 and $202,617 for those periods, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Previous wording
Results of Operations – Three and Six Months Ended June 30, 2026 vs. June 30, 2025
Current wording
Results of Operations – Three and Nine Months Ended September 30, 2026 vs. September 30, 2025
Previous wording
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 wording
Cost of revenues was $259,535 for the three months ended September 30, 2026, compared to $137,505 for the comparable 2025 period. Cost of revenues for the nine months ended September 30, 2026 was $715,182 compared to $254,118 for the comparable 2025 period.
Previous wording
For the three and six months ended June 30, 2026 and 2025, operating expenses consisted of the following:
Current wording
For the three and nine months ended September 30, 2026 and 2025, operating expenses consisted of the following:
Previous wording
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 wording
Total operating expenses were $109,310 and $219,883 for the three months ended September 30, 2026 and 2025, respectively, and $359,183 and $946,045 for the nine months ended September 30, 2026 and 2025, respectively. The decreases of $110,573 and $586,862 primarily reflect lower legal and professional and management-fee expenses on the restated comparative basis.
Previous 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).
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 board fees until further notice. Management fees were $58,500 for the third quarter and $175,000 for the first nine months of 2026, compared with $101,700 and $352,345 in the same restated 2025 periods.
Previous 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).
Current wording
The Company’s income from operations during the three months ended September 30, 2026 and 2025 was $26,651 and $16,434, respectively. For the nine months ended September 30, 2026 and 2025, income (loss) from operations was $14,303 and ($715,440), respectively, on the restated comparative basis.
Previous 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.
Current wording
Cash was $335,617 on September 30, 2026 compared to $29,011 on December 31, 2025. The net increase of $306,606 reflects net cash provided by operating activities of $194,686 and net cash provided by financing activities of $111,920. No investing cash flow is presented for the period. The increase includes reversal of an unprocessed $15,000 June payment, which is not a new bank receipt.