SENTIENT BRANDS HOLDINGS INC.

Previous 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.

Current wording

The following discussion and analysis of the results of operations and financial condition of Sentient Brands Holdings Inc. for the three and nine months ended September 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

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 wording

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 enterprise.

Previous wording

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 wording

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. Subsequently, we entered into a majority owned company, Aqua Emergency, a Nevada company (“AE-NV”), whereby we own 51% of the shares and control 2 out of 3 board seats. AE-NV acquired assets from Aqua Emergency, a Florida company, in exchange for acquisition credits issued by SNBH.

Previous wording

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 wording

The Company employs a lean operating structure, combining a core management team, supported by strategic advisors and specialized contractors. Human capital plans prioritize scalability and operational excellence.

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 $5,557,260 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.

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 $5,533,323 and $4,669,826 at September 30, 2025 and December 31, 2024, respectively and a working capital deficit of $3,589,472 and $2,206,318 at September 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 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.

Current wording

We generated revenue of $387,659 during the three months ended September 30, 2025. The revenue was generated through our new subsidiaries AIG F&B which we acquired in April 2025 and began operations in May 2025 and Aqua Emergency, which we acquired in July 2024 and began operations in August. The revenue consisted of shipments of canned water, seltzer and alcohol beverages to independent but related parties. We did not generate any revenue during the three months ending September 30, 2024.

Previous wording

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 wording

We had a positive gross margin of $189,398 for the three months ended September 30, 2025 due to AIG F&B and Aqua Emergency sales. There was no gross margin for the three months ended September 30, 2024 generated by Sentient Brands.

Previous 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.

Current wording

The Company’s operating profit/(loss) for the three-month period ended September 30, 2025 and 2024 was $46,107 and ($228,266), respectively. The increase in operating gain of $288,952was primarily attributed to operational efficiencies and decrease of the operating loss of Sentient Brands and the profit generated by AIG F&B and Aqua Emergency subsidiaries. A large portion of the expenses is in the form of the non-cash expense related to stock issued for professional services and management fees.

Previous wording

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 wording

Interest Expense is related to our convertible and other notes payable. During the three months ended September 30, 2025, interest expense totaled $39,368 compared to $63,575 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.

Previous wording

Our net loss for the three months period ended June 30, 2025 and 2024 was $396,136 and $225,154, respectively.

Current wording

Our net profit/(loss) for the three months period ended September 30, 2025 and 2024 was $23,937 and $(291,841), respectively. There is a non-controlling interest adjustment for the three months ended September 30, 2025 of ($21,048).

Previous wording

Comparison of Results of Operations for the six months ended June 30, 2025 and 2024

Current wording

Comparison of Results of Operations for the nine months ended September 30, 2025 and 2024

Previous wording

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 wording

We generated revenue of $498,259 during the nine months ended September 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, and Aqua Emergency, which we acquired in July of 2025 and began operations in July 2025. The revenue consisted of shipments of bottled water, seltzer and other beverages to independent but related parties. We did not generate any revenue during the nine months ending June 30, 2024.

Previous wording

For the six months ended June 30, 2025 and 2024, operating expenses consisted of the following:

Current wording

For the nine months ended September 30, 2025 and 2024, operating expenses consisted of the following:

Previous wording

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 wording

Interest Expense is related to our convertible and other notes payable. During the nine months ended September 30, 2025, interest expense totaled $128,834 compared to $191,545 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.

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 June 30, 2025, we had a cash balance of $42,348. 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. On September 30, 2025, we had a cash balance of $21,720. These funds are kept in financial institutions located in United States.

Previous 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.

Current wording

As of September 30, 2025, we had total current assets of $618,012, consisting of $21,720 in cash, accounts receivable of $175,447, prepaid expenses of $180,519 and inventory of $240,326. Our total current liabilities as of September 30, 2025 were $4,207,484. We had a working capital deficit of $5,533,322 as of September 30, 2025.

Previous 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.

Current wording

Operating activities generated $1,990,985 in net cash received for the nine months ended September 30, 2025, compared with cash used of $190,347 for the nine months ended September 30, 2024. Our positive operating cash flow for the nine months ended September 30, 2025, was largely the result of our net loss of $887,434 offset by non- cash expense for consulting services of $1,093,231 and assets acquired through the asset purchase agreements with AIG F&B and AE NV.

Previous wording

There were no cash flow from investment activities for the six months ended June 30, 2025 and 2024.

Current wording

Cash flow from investment activities for the nine months ended September 30, 2025 was $2,008,697 for investment in intangible assets and $0 in 2024.

Previous 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.

Current wording

Net cash flows provided by financing activities during the nine months ended September 30, 2025, amounted to $36,000 compared with cash flows provided by financing activities of $11,500 for the nine months ended September 30, 2024. Our positive cash flows for the nine months ended September 30, 2025 and 2024 consisted of proceeds from the sale of common stock and a short term loan.

Previous 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.

Current wording

As of September 30, 2025, we have an accumulated deficit of $5,533,323. 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.