SENTIENT BRANDS HOLDINGS INC.
For the period ended Jun 30, 2025. Filed Aug 19, 2025.
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.
Jun 30, 2025 · Filed Aug 19, 2025
SNBHStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001731122-25-000760
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-19.
0001731122-25-001154
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 93 previous paragraphs and 109 current paragraphs.
58 unchanged; 11 reworded; 37 added; 24 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 5 previous and 20 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 (37)
Current report
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 report
The Company’s flagship subsidiaries include:
Current 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.
Current report
Strategic Developments
Current 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 roadmap.
Current 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.
Current 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.
Current 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.
Current report
Sentient Brands’ product portfolio includes multiple high-growth, consumer-focused brands:
Current 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.
Current 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.
Current report
SNBH leverages both direct-to-consumer and B2B distribution channels:
Current 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.
Current report
To scale operations and enhance shareholder value, the Company is focused on:
Current 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.
Current 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.
Current 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.
Current 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.
Current 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.
Current report
The Company employs a lean operating structure, combining a core management team with dedicated full-time employees, supported by strategic advisors and specialized contractors. Human capital plans prioritize scalability and operational excellence.
Current report
Compensation practices are designed to align performance with long-term value creation through a combination of base pay, performance incentives, and equity participation.
Current report
Gross Margin
Current report
We had a negative gross margin of $4,512 for the three months ended June 30, 2025 due to shipping and other start up costs. There was no gross margin for the three months ended June 30, 2024.
Current report
Interest Expense
Current report
Interest Expense is related to our convertible and other notes payable. During the three months ended June 30, 2025, interest expense totaled $39,368 compared to $63,985 for the same period in 2024. The decrease in 2025 is a result of the several conversions of debt into equity during the first quarter of 2025.
Current report
Revenue
Current report
We generated revenue of 110,600 during the six months ended June 30, 2025. The revenue was generated through our new subsidiary AIG F&B which we acquired in April 2025 and began operations in May 2025. The revenue consisted of shipments of bottled water to independent but related parties. We did not generate any revenue during the six months ending June 30, 2024.
Current report
Gross Margin
Current report
We had a negative gross margin of $4,512 for the six months ended June 30, 2025 due to shipping and other start up costs. There was no gross margin for the six months ended June 30, 2024.
Current report
Operating Expenses
Current report
Loss from Operations
Current report
The Company’s operating loss for the six-month period ended June 30, 2025, and 2024 was $850,319 and $513,938, respectively. The increased in operating loss of $336,381 was primarily attributed to the increased professional fees and management fees related to our efforts to finalize and close on the acquisition of AIG F&B and the assets acquired in May.
Current report
Interest Expense
Current report
Interest Expense is related to our convertible and other notes payable. During the six months ended June 30, 2025, interest expense totaled $89,466 compared to $127,970 for the same period in 2024. The decrease in 2025 is a result of the several conversions of debt into equity during the first quarter of 2025.
Current report
Net Loss
Current report
Our net loss for the six months period ended June 30, 2025 and 2024 was $887,434 and $641,908, respectively.
Current report
Cash Flows from Investing Activities
Removed paragraphs (24)
Previous report
Sentient Brands is a next-level product development and brand management company with a focus on building innovative brands in the Luxury and Premium Market space. The Company has a Direct-to Consumer business model focusing on the integration of wellness and beauty for conscious consumers. The Company incorporates an omnichannel approach in its marketing strategies to ensure that its products are accessible across both digital and retail channels. The Company develops and nurtures Lifestyle Brands with carefully thought-out ingredients, packaging, fragrance and design. Sentient Brands’ leadership team has extensive experience in building world-class brands such as Hugo Boss, Victoria’s Secret, Versace, and Bath & Body Works. The Company is focused on two key market segments targeting: wellness and responsible luxury, which the Company believes represent unique opportunities for its Oeuvre product line. Sentient Brands intends to leverage its in-house innovation capabilities to launch new products that “disrupt” adjacent product categories.
Previous report
On April 10, 2025, the Company, through its wholly-owned subsidiary AIG F&B, a Nevada corporation (AIGFB) closed the Exchange Agreement (the “Exchange Agreement”) with American Industrial Group, a Florida corporation (“AIG”), which is owned and controlled by its shareholders, and which owns and controls several assets and lines of business of interest to the Company, through its subsidiary, pursuant to which AIGFB will acquire many of those assets and rights of AIG in exchange for acquisition credits, to be ultimately paid by the exchange of those credits for shares of common stock of SNBH (the “Acquisition Credits”). These Acquisition Credits will be issued by SNBH to AIG shareholders and/or their designees in accordance with an Earnout Schedule that was set forth in the Exchange Agreement, as filed with the SEC on April 11, 2025, as an exhibit (10.16) to the Form 8K/A5.
Previous report
All of our proprietary formulations contain clean, vegan, ethically and environmentally responsible ingredients. The Company currently has one main product line, and another in development. The Company’s current active product line isOeuvre.
Previous report
Oeuvre
Previous report
Oeuvre- ”A Body of Art” – is a next generation luxury skin care line and lifestyle brand. The foundation of our system of products is our proprietary OE Complex: Botanicals + Gemstones formulation. Each product in the Oeuvre Artistry Collection optimizes three functions: cellular energy, moisture balance, and nutrient utilization. Four products comprise theOeuvre collection:
Previous report
Drawing inspiration from petals, leaves, roots, minerals and gemstones,Oeuvre celebrates the artistry of well-being and beauty, inside and out.Oeuvre products are non-toxic, ungendered products made with zero GMO, retinyl palmitate, petroleum, mineral oil, parabens, sulfates, and synthetic colors.
Previous report
OeuvreTarget Market
Previous report
Oeuvre is our luxury segment product line. WithOeuvre, we are targeting a large and influential consumer class of individuals that are “HENRYs” – High-Earners-Not-Rich-Yet. They have discretionary income and are highly likely to be wealthy in the future. HENRYs earn between $100,000 and $250,000 annually. They are digitally fluent, love online shopping online, and are big discretionary spenders. Therefore, ouvreskincare.com offers inclusive, affordable luxury products positioned for them.
Previous report
We believe the benefit of onboarding this demographic toOeuvre are twofold: securing valuable present customers and building relationships and business with those most likely to be amongst the most affluent consumers in the future. By the year 2025, Millennials and Generation Z will represent more than 40% of the overall luxury goods market, according to a report published by Boston Consulting Group. We seek to target such group for the sale of our Oeuvre products.
Previous report
The Company has several third-party suppliers and is not reliant on any particular supplier for its product offerings.
Previous report
We have two primary methods through which we sell our products:
Previous report
We support our brand launches through social media and marketing campaigns, including utilizing influencers. Marketing and public relations firms are engaged by the Company to spearhead its launch ofOeuvre, and will likely be engaged for our future planned brand launches as well.
Previous report
To grow our company, Sentient Brands intends to:
Previous report
The Company believes it has assembled a highly accomplished team of branding and marketing professionals who have a combined experience and track record of successfully launching and operating major brands in the consumer market space, which the Company believes will provide it with it a competitive edge in its industry.
Previous report
In Q3 2022, the Company launched an M&A strategy to identify high-margin, revenue generating businesses within above-average growth potential industry sectors as potential acquisition targets. on April 10, 2025, the Company, through its wholly-owned subsidiary AIG F&B, a Nevada corporation (AIGFB) closed the Exchange Agreement (the “Exchange Agreement”) with American Industrial Group, a Florida corporation (“AIG”), which is owned and controlled by its shareholders, and which owns and controls several assets and lines of business of interest to the Company, through its subsidiary, pursuant to which AIGFB will acquire many of those assets and rights of AIG in exchange for acquisition credits, to be ultimately paid by the exchange of those credits for shares of common stock of SNBH (the “Acquisition Credits”). These Acquisition Credits will be issued by SNBH to AIG shareholders and/or their designees in accordance with an Earnout Schedule that was set forth in the Exchange Agreement, as filed with the SEC on April 11, 2025, as an exhibit (10.16) to the Form 8K/A5.
Previous report
The Company launched itsOeuvre product line in the fourth quarter of 2021. The Company’s sales channels are direct to consumer and wholesale.
Previous report
The Company’sOeuvre brand is trademarked in the United States, with a European trademark application pending. The Company expects to rely on trade secrets and proprietary know-how protection for our confidential and proprietary information, however we have not yet taken security measures to protect this information.
Previous report
We have experienced, and expect to continue to experience, intense competition from a number of companies.
Previous report
The current market is highly competitive, consisting of publicly-trade and privately-owned companies, many of which are more adequately capitalized than the Company.
Previous report
We are continuously in the process of identifying and/or developing potential new products to offer to our customers. Our expenditures on research and development have historically been small and immaterial compared to our other business expenditures. We are currently developing new formulations for additional product lines.
Previous report
We believe that our success depends upon our ability to attract, develop and retain key personnel. We currently employ one full-time employee. The Company otherwise currently relies on the services of independent contractors. None of our employees are covered by collective bargaining agreements, and management considers relations with our employees to be in good standing. Although we continually seek to add additional talent to our work force, management believes that it currently has sufficient human capital to operate its business successfully.
Previous report
Our compensation programs are designed to align the compensation of our employees with our performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results. The structure of our compensation programs balances incentive earnings for both short-term and long-term performance.
Previous report
Income Taxes
Previous report
Cash Flows from Financing Activities
Reworded paragraphs (11)
Previous wording
The following discussion and analysis of the results of operations and financial condition of Sentient Brands Holdings Inc. for the three months ended March 31, 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.
Current wording
The following discussion and analysis of the results of operations and financial condition of Sentient Brands Holdings Inc. for the three and six months ended June 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 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 $5,161,123 and $4,669,826 at March 31, 2025 and December 31, 2024, respectively and a working capital deficit of $1,355,128 and $2,206,318 at March 31, 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 $5,557,260 and $4,669,826 at June 30, 2025 and December 31, 2024, respectively and a working capital deficit of $1,583,758 and $2,206,318 at June 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.
Previous wording
We did not generate any revenue during the three months ending March 31, 2025 and 2024.
Current wording
We generated revenue of 110,600 during the three months ended June 30, 2025. The revenue was generated through our new subsidiary AIG F&B which we acquired in April 2025 and began operations in May 2025. The revenue consisted of shipments of bottled water to independent but related parties. We did not generate any revenue during the three months ending June 30, 2024.
Previous wording
The Company’s operating loss for the three-month period ended March 31, 2025 and 2024 was $493,550 and $352,769, respectively. The increase in operating loss of $140,781 was primarily attributed to the non-cash expense related to stock issued for professional services and management fees.
Current wording
The Company’s operating loss for the three-month period ended June 30, 2025 and 2024 was $356,768 and $161,169, respectively. The increase in operating loss of $195,599 was primarily attributed to the non-cash expense related to stock issued for professional services and management fees.
Previous wording
Our net loss for the three months period ended March 31, 2025 and 2024 was $491,297 and $416,754, respectively.
Current wording
Our net loss for the three months period ended June 30, 2025 and 2024 was $396,136 and $225,154, respectively.
Previous wording
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At March 31, 2025, we had a cash balance of $1,839. These funds are kept in financial institutions located in United States.
Current wording
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At June 30, 2025, we had a cash balance of $42,348. These funds are kept in financial institutions located in United States.
Previous wording
As of March 31, 2025, we had total current assets of $6,789, consisting of $1,839 in cash and prepaid expenses of $4,950. Our total current liabilities as of March 31, 2025 were $1,361,917 We had a working capital deficit of $1,355,128 as of March 31, 2025.
Current wording
As of June 30, 2025, we had total current assets of $556,161, consisting of $42,348 in cash accounts receivable of $60,900, period expenses of $169,462 and inventory of $283,451. Our total current liabilities as of June 30, 2025 were $2,139,919 We had a working capital deficit of $1,583,758 as of June 30, 2025.
Previous wording
Operating activities used $7,593 in cash for the three months ended March 31, 2025, compared with cash used of $112,606 for the three months ended March 31, 2023. Our negative operating cash flow for the three months ended March 31, 2024, was largely the result of our net loss of $491,297 offset by non cash expense for consulting services of $395,360. Our payables for the quarter increased by $92,325. Operating activities used $112,606 in cash for the three months ended March 31, 2024, compared with cash used of $10,264 for the three months ended March 31, 2023. Our negative operating cash flow for the three months ended March 31, 2024, was largely the result of our net loss of $416,754 offset by non cash expense for consulting services of $258,000. Our payables for the quarter increased by $52,066.
Current wording
Operating activities generated $2,916 in cash for the six months ended June 30, 2025, compared with cash used of $190,166 for the six months ended June 30, 2024. Our positive operating cash flow for the six months ended June 30, 2024, was largely the result of our net loss of $887,434 offset by non cash expense for consulting services of $656,186. Our payables for the quarter increased by $234,406. For the six months ended June 30, 2024, operating activities used $190,166. The primary causes of the cash usage was our net loss of $641,908. This was primarily offset by non cash expense for consulting services of $340,750 and a stock subscription of $85,000.
Previous wording
There were no cash flow from investment activities for the three months ended March 31, 2025 and 2024.
Current wording
There were no cash flow from investment activities for the six months ended June 30, 2025 and 2024.
Previous wording
Net cash flows provided by financing activities during the three months ended March 31, 2025, amounted to $6,000 compared with cash flows provided by financing activities of $179,000 for the three months ended March 31, 2024. Our positive cash flows for the three months ended March 31, 2024 and 2023 consisted of proceeds from the sale of common stock.
Current wording
Net cash flows provided by financing activities during the six months ended June 30, 2025, amounted to $36,000 compared with cash flows provided by financing activities of $190,500 for the six months ended June 30, 2024. Our positive cash flows for the six months ended June 30, 2025 and 2024 consisted of proceeds from the sale of common stock and a short term loan.
Previous wording
As of March 31, 2025, we have an accumulated deficit of $5,161,123. Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations. While we are expanding our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
Current wording
As of June 30, 2025, we have an accumulated deficit of $5,557,260. Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations. While we are expanding our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Comparison of Results of Operations for the six months ended June 30, 2025 and 2024
Current report — wording carried from elsewhere
For the six months ended June 30, 2025 and 2024, operating expenses consisted of the following:
Current report — wording carried from elsewhere
We did not have any income taxes expense for the six months ended June 30, 2025 and 2024.