SENTIENT BRANDS HOLDINGS INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS

Business description

The financial statements presented are those of Sentient Brands Holdings Inc. (“the Company” or “SNBH”). The Company was incorporated under the laws of the State of California on March 22, 2004, and reincorporated in Nevada in 2021. Historically, the Company was engaged in media and IT equipment resales. The Company has since transitioned into a brand management and consumer product development business.

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.

The Company’s flagship subsidiaries include:

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.

Strategic Developments

On April 10, 2025, the Company, through AIG-F&B, Inc., 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 business plan.

On July 5, 2025, the Company, through Aqua Emergency, Inc. (NV) (“AE NV”), closed a share exchange agreement with Aqua Emergency, Inc. (FL) (“AE FL”), pursuant to which AE FL transferred select rights, assets, and business lines to AE NV in exchange for Acquisition Credits convertible into shares of SNBH common stock under a performance-based earnout structure. These assets include accounts receivable, inventory, a perpetual license for intellectual property, manufacturing infrastructure, distribution relationships, and brand rights supporting the Company’s future roadmap.

On September 30, 2025, effective October 1, 2025, the Company, through Wyoming Bears, Inc. (“WYB”), closed a share exchange agreement with the Founders, pursuant to which Founders transferred select rights, assets, and business lines to WYB in exchange for Acquisition Credits convertible into shares of SNBH common stock under a performance-based earnout structure. These assets include proprietary distribution relationships and brand distribution rights relevant to the Company’s enterprise. As a result of the effective date of the transaction, no results for WYB were in included in the financial statements presented herein.

The consideration structure for each acquired company 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.

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.

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.

On December 9, 2020, the Company filed a Certificate of Amendment of Articles of Incorporation (the “Certificate”) with the State of California to (i) effect a forward stock split of its outstanding shares of common stock at a ratio of 7 for 1 (7:1) (the “Forward Stock Split”), (ii) increase the number of authorized shares of common stock from 50,000,000 shares to 500,000,000 shares, and (iii) effectuate a name change (the “Name Change”). Fractional shares that resulted from the Forward Stock Split will be rounded up to the next highest number. As a result of the Name Change, the Company’s name changed from “Intelligent Buying, Inc.” to “Sentient Brands Holdings Inc.”. The Certificate was approved by the majority of the Company’s shareholders and by the Board of Directors of the Company. The effective date of the Forward Stock Split and the Name Change was March 2, 2021.

In connection with the above, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Forward Stock Split and the Name Change was implemented by FINRA on March 2, 2021. Our symbol on OTC Markets was INTBD for 20 business days from March 2, 2021 (the “Notification Period”). Our new CUSIP number is 81728V 102. As a result of the name change, our symbol was changed to “SNBH” following the Notification Period. All share and per share information has been retroactively adjusted to reflect this forward stock split.

In addition, on January 29, 2021, the Company, merged with and into its wholly owned subsidiary, Sentient Brands Holdings Inc., a Nevada corporation, pursuant to an Agreement and Plan of Merger between Sentient Brands Holdings Inc., a California corporation, and Sentient Brands Holdings Inc., a Nevada corporation. Sentient Brands Holdings Inc., a Nevada corporation, continued as the surviving entity of the migratory merger. Pursuant to the migratory merger, the Company changed its state of incorporation from California to Nevada and each share of its common stock converted into one share of common stock of the surviving entity in the migratory merger. No dissenters’ rights were exercised by any of the Company’s stockholders in connection with the migratory merger.

Following the consummation of the migratory merger, the articles of incorporation and bylaws of the Nevada corporation that was newly-created as a wholly owned subsidiary of the Company became the articles of incorporation and bylaws for the surviving entity in the migratory merger.

In addition, on January 29, 2021, the Company, merged with and into its wholly owned subsidiary, Sentient Brands Holdings Inc., a Nevada corporation, pursuant to an Agreement and Plan of Merger between Sentient Brands Holdings Inc., a California corporation, and Sentient Brands Holdings Inc., a Nevada corporation. Sentient Brands Holdings Inc., a Nevada corporation, continued as the surviving entity of the migratory merger. Pursuant to the migratory merger, the Company changed its state of incorporation from California to Nevada and each share of its common stock converted into one share of common stock of the surviving entity in the migratory merger. No dissenters’ rights were exercised by any of the Company’s stockholders in connection with the migratory merger.

Following the consummation of the migratory merger, the articles of incorporation and bylaws of the Nevada corporation that was newly-created as a wholly owned subsidiary of the Company became the articles of incorporation and bylaws for the surviving entity in the migratory merger.

On May 12, 2025, the Company, through its wholly owned subsidiary AIG-F&B, Inc. (“AIG F&B”), acquired Assets totaling $595,440 from American Industrial Group, Inc. (“AIG”). In consideration for the assets received, AIG F&B issued $595,440 of Acquisition Credits as defined in the Share Exchange Agreement between the Company and AIG which was signed in April. The Company acquired machinery and equipment of $77,044, Inventory for sale of $283,452 and accounts receivable and other assets of $234,944.

On July 5, 2025, Aqua Emergency, Inc. (Nevada), a 51%-owned subsidiary, in a combination of the business from Aqua Emergency, Inc. (Florida) valued at $1,905,272 via a Bill of Sale. In consideration for the assets received, Sentient Brands issued $1,905,272 of Acquisition Credits as defined in the Share Exchange Agreement between the Company and Aqua Emergency, Inc. (FL) which was signed in June. Assets include inventory $106,517, accounts receivable $301,360, perpetual license for intellectual property $1,150,000.00, prepaid assets $33,617 and Goodwill of $334,520. Consideration was Acquisition Credits (deferred contingent liability).

On September 10, 2025, Board of Directors and the Majority Stockholder, respectively, approved the reverse recapitalization of thirty-to-one of the existing common stock (the “Reverse”) and the filing of a Certificate of Amendment (the “Amendment”) to the Company’s Amended Articles of Incorporation with the Secretary of State of Nevada to reflect such recapitalization.

Note 1:

Basis of Presentation

Our financial statements are presented in conformity with accounting principles generally accepted in the United States of America, as reported on our fiscal years ending on December 31, 2025 and 2024. We have summarized our most significant accounting policies. They do not include all information and footnotes required for annual financial statements. These statements should be read in conjunction with the Form 10-K for the year ended December 31, 2024.

On September 10, 2025, the majority stockholder approved a 30:1 reverse stock split, effective approximately October 15, 2025 (20 days after mailing the DEF 14C). Numbers herein are pre-split.

Asset Acquisition

The Company currently has limited operations. These unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.

As reflected in the accompanying unaudited consolidated financial statements, the Company had an accumulated deficit of $(5,533,323) at September 30, 2025, and had a net loss of $(863,497) and $(933,749) and net cash flow generated from operating activities of $1,990,985 and $(190,347) for the nine months ended September 30, 2025, and September 30, 2024 respectively.

The Company has a limited operating history, and its continued growth is dependent upon the continuation of selling its products; hence generating revenues and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. There are no assurances that the Company will be successful in its efforts to generate significant revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. The Company plans on raising capital through the sale of equity or debt instruments to implement its business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to the Company on satisfactory terms and conditions, if any.

The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Uses of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates.

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.

As noted above, on May 12, 2025, the Company, through its wholly owned subsidiary AIG F&B, acquired Assets totaling $595,440 from American Industrial Group, Inc. (“AIG”). The Company acquired machinery and equipment of $77,044, Inventory for sale of $283,452 and accounts receivable and other assets of $234,944.

The transaction has been accounted for as an asset acquisition pursuant to ASC 805-50,Business Combinations – Related Issues, as the acquired set of assets and activities did not meet the definition of a business. As such, the total consideration transferred, including direct transaction costs, has been allocated to the individual identifiable assets acquired and liabilities assumed on a relative fair value basis as of the acquisition date.

In accordance with the guidance applicable to asset acquisitions:

The transaction has been accounted for as an asset acquisition pursuant to ASC 805-50,Business Combinations – Related Issues, as the acquired set of assets and activities did not meet the definition of a business. As such, the total consideration transferred, including direct transaction costs, has been allocated to the individual identifiable assets acquired and liabilities assumed on a relative fair value basis as of the acquisition date.

In accordance with the guidance applicable to asset acquisitions:

As noted above, on July 5, 2025, Aqua Emergency, Inc. (Nevada), a 51%-owned subsidiary, acquired the business of Aqua Emergency, Inc. (Florida) valued at $1,905,272 via a Bill of Sale under the July 5, 2025 Share Exchange Agreement. Assets include inventory $106,517, accounts receivable $301,360, a perpetual license for intellectual property of $1,150,000, prepaid assets $33,617 and Goodwill of $344,520. Consideration was Acquisition Credits (deferred contingent liability).

On July 5 ,2025, SNBH through its 51% owned subsidiary Aqua Emergency, Inc., a Nevada Corporation (AE-NV), entered into a share agreement and a Licensing Agreement whereby Aqua Emergency a Florida Corporation (AE-FL) transferred all its net assets and entered into a perpetual worldwide Licensing to AE-NV. AE-NV is 51% owned by SNBH and 49% owned by the shareholders of AE-FL.

The Company has determined under ASC 805 that the transaction is a business combination

The Company is a Change in Control acquirer of the other company by transfer of all the net assets of AE-FL as well as all rights to the business IP , contracts, customer lists, formulations and trade marks.

SNBH paid fair value in issuing $1,905,272 acquisitions to the shareholders of AE-FL.

The Company recognized and measured all the assets acquired and liabilities assumed as well as Intangible assets such as trademarks, licenses, customer lists, contracts and goodwill.

These financial statements are intended to provide users with historical information on the assets acquired and should be read in conjunction with the accompanying notes and the full financial statements of the Company.

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.

Revenue Recognition

During the three and nine months ended September 30, 2025 and the year ended December 31, 2024, our revenue recognition policy was in accordance with ASC 606, “Revenue from Contracts with Customers”, which requires the recognition of sales following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

Net loss per common share – basic and diluted

Authoritative guidance on Earnings per Share requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share.

Stock-based compensation

In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services.

During the nine months ended September 30, 2025, and 2024, there wereno stock based awards issued.

Fair value of financial instruments

We value our financial assets and liabilities on a recurring basis using the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures.

ASC 820 describes three levels of inputs that may be used to measure fair value, as follows:

Level 1 input, which include quoted prices in active markets for identical assets or liabilities.

Level 2 inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and

Level 3 inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.

Related Party Transactions

The Company engages in transactions with related parties in the normal course of business. Related parties include the Company’s executive officers, directors, principal shareholders, and affiliates. All related party transactions are conducted on terms equivalent to those prevailing in arm’s length transactions.

During the three and nine months ended September 30, 2025, the Company entered into the following transactions:

As of September 30, 2025, the following balances were outstanding with related parties:

During the nine months ended September 30, 2025, the Company issued 6,110,000 shares to George Furlan, its CEO, for management services including a bonus of 3,680,000 related to the closing of share exchange agreement with AIG F&B.

These balances are unsecured, non-interest bearing, and are expected to be settled in the normal course of business.

The Company recorded fees of $54,800 from AIG Group for management and consulting services related to the Company’s merger and ongoing operations. This balance is included in accounts payable and accrued expenses at September 30, 2025.

Management believes all related party transactions were made on terms equivalent to those that prevail in arm’s length transactions and were approved by the Company’s Board of Directors or an authorized committee.

The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 21% to net income (loss) as follows:

The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of September 30, 2025 and December 31, 2024 are as follows:

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate is 21%.

Segment Reporting

The Company applies ASC 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 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 and Adopted Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies 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 financial position, results of operations, and cash flows when implemented.

NOTE 3. INVENTORIES

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the moving average method and net realizable value is the estimated selling price less costs of disposal in the ordinary course of business. The cost of inventories includes direct costs plus shipping and packaging materials. At December 31, 2023 based on a sale quote received in April 2024 for its remaining inventory, the Company recorded a charge of $63,477 to write down the inventory to its net realizable value of $150,000. The Company did not consummate a sale of the inventory. As a result, on September 30, 2024, the Company recorded an additional charge of $150,000 reducing the value of the inventory on hand to $0. As of June 30, 2025 and December 31, 2024, the Company product inventories are contained in a storage and fulfilment center located at City Logistics in Fairfield, NJ.

As discussed in Note 1, on May 12, 2025, through its wholly owned subsidiary AIG F&B, the Company acquired $283,452 in inventory which is expected to be sold or used in production in the immediate future.

On July 5, 2025, the Company, through its 51%-owned subsidiary Aqua Emergency, Inc. (NV), acquired inventory of $106,517 from Aqua Emergency, Inc. (FL). This inventory is all expected to be sold or used in production in the immediate future.

NOTE 4. CONVERTIBLE NOTES PAYABLE

Since the change of control of the Company in May 2018, the Company received advances from Pure Energy 714 LLC, an unaffiliated entity, totaling $240,803. On March 15, 2019, specific terms were reached on $70,757 of the advances pursuant to an unsecured convertible promissory note entered into between the Company and Pure Energy 714 LLC, the terms call for repayment of the advances including interest on any unconverted principal amount at a rate of 4% per annum and a repayment date on or before August 15, 2022. Additional terms include a voluntary conversion option, pursuant to which Pure Energy 714 LLC may convert any outstanding balance at $0.05 per share into shares of common stock. On January 3, 2020, specific terms were reached on the remaining $170,046 of the advances pursuant to an unsecured demand note. See Note 5. Accrued interest on this note totaled $20,875 including default interest of $7,353 at December 31, 2024. On February 26, 2025, the lender converted 100% of the debt and all of the accrued interest into 11,325,837 shares of the Company’s common stock. See Note 6.

On December 2, 2020, we issued a promissory note to an accredited investor in consideration for $50,000 with interest at the rate of 10% per annum from the issue date, and also issued to the accredited investor a common stock purchase warrant (the “Warrant”) to acquire 400,000 shares of common stock. The Warrant is exercisable for a period of five years at an exercise price of $0.01. This note will mature on the earlier of (i) closing of the next equity financing of at least $1,000,000 or (ii) September 2, 2021 (maturity date). The holder, at its sole election, may convert the interest accrued on this note into shares of stock of the company at $0.20 per share. On November 29, 2021, the Company repaid principal totaling $27,500, reducing the Note balance to $22,500. Accrued interest for this note as of December 31, 2024 totaled $6,999. During December 2023, the investor exercised all of the warrants for $4,000. During the first quarter of 2025, the lender converted 100% of the debt and all of the accrued interest into 1,032,465 shares of the Company’s common stock. The common shares were issued April 3, 2025. See Note 8.

On December 3, 2020, the Company issued a convertible debenture to an accredited investor in consideration for $50,000 with interest at the rate of 10% per annum from the issue date, and also issued to the accredited investor a common stock purchase warrant (the “Warrant”) to acquire 400,000 shares of common stock. The Warrant was exercisable for a period of five years at an exercise price of $0.01. This debenture was convertible at the election of the holder into shares of common stock at the price per share equal to 120% of the market price of the Company’s listed common stock on the date of such conversion. During December 2023, the investor exercised all of the warrants for $4,000.

On June 25, 2024, the investor submitted paperwork that was approved by the Company to convert the entire Note and all of the related accrued interest totaling $68,054 into 3,272,031 shares of the Company’s Common Stock. While the transaction was approved, the Common Stock had not yet been issued at December 31, 2024 and were recorded as “Common Stock to be issued” in the Equity Section of the accompanying Balance Sheet. The common shares were issued February 20, 2025. See Note 6.

On April 27, 2021 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement with an accredited investor (the “April 2021 Investor”) providing for the sale by the Company to the April 2021 Investor of a 10% Senior Secured Convertible Promissory Note in the principal amount of $315,789 (the “April 2021 Note”, and the “Financing”). The principal amount of the April 2021 Note includes an Original Issue Discount of $15,789, resulting in $300,000 in total proceeds received by the Company in the Financing. The April 2021 Note is convertible at the option of the April 2021 Investor into shares of common stock of the Company at $0.40 per share. In addition to the April 2021 Note, the April 2021 Investor also received 250,000 shares of common stock of the Company (the “Commitment Shares”), and a common share purchase warrant (the “April 2021 Warrant”, and together with the April 2021 Note and the Commitment Shares, the “Securities”) to acquire 500,000 shares of common stock of the Company. The April 2021 Warrant is exercisable for five years at an exercise price of $0.60. The lender agreed to not exercise any of the warrant and conversion feature from their inception through August 15, 2025. The lender has retained its right to exercise the warrants and conversion feature from August 16, 2025 through their expiration. The Original Issue discount was being amortized over the term of the loan of 18 months and was fully amortized during the year ended December 31, 2022. Accrued interest for this note as of September 30, 2025 was $193,884 including default interest of $146,894. Accrued interest for this note as of December 31, 2024 was $141,779 including default interest of $94,789.

On November 18, 2021 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement with an accredited investor (the “November 2021 Investor”) providing for the sale by the Company to the November 2021 Investor of a 10% Senior Secured Convertible Promissory Note in the principal amount of $400,000 (the “November 2021 Note”, and, the “Financing”), to be paid by the November 2021 Investor to the Company in two tranches (each, a “Tranche”). The first Tranche consists of a payment by the November 2021 Investor to the Company on the Issue Date of $200,000, from which the November 2021 Investor retained $5,000 to cover its legal fees. A second Tranche consisting of $200,000 was paid in December 2021, resulting in $395,000 in total proceeds to be received by the Company in the Financing. In addition to the November 2021 Note, the November 2021 Investor also received a common share purchase warrant (the “November 2021 Warrant”, and together with the November 2021 Note, the “Securities”) to acquire 666,667 shares of common stock of the Company. The November 2021 Warrant is exercisable for five years at an exercise price of $0.45. The lender agreed to not exercise any of the warrant and conversion feature from their inception through April 15, 2025. The lender has retained its right to exercise the warrants and conversion feature from April 16, 2025 through their expiration. The closing of the Financing in the amount of $400,000 occurred on December 16, 2021. The maturity date (“Maturity Date”) for each Tranche is at the end of the period that begins from the date each Tranche is paid and ends 12 months thereafter, and interest associated with the November 2021 Note is 10% per annum. Accrued interest for this note as of September 30, 2025 was $280,953 including default interest of $186,066. Accrued interest for this note as of December 31, 2024 and was $214,954 including default interest of $120,066.

NOTE 5. NOTES PAYABLE

On January 3, 2020, specific terms were reached between the Company and Pure Energy 714 LLC on the remaining $170,046 of prior advances made to the Company (See Note 5) pursuant to an unsecured demand note entered into between the Company and Pure Energy 714 LLC. The terms call for repayment of the advances including interest on any unconverted principal amount at a rate of 12% per annum and a repayment date on or before June 3, 2021, at the rate of 12% per annum. If the demand note is unpaid by June 3, 2021, default interest of 3% monthly will apply. On January 17, 2020, the Company repaid $20,000 of the principal outstanding reducing the note balance to $150,046. An additional $10,000 was received on March 16, 2021, but subsequently returned in April 20, 2021. Accrued interest on this note totaled $90,521 at December 31, 2024. On February 26, 2025, the lender converted 100% of the debt and all of the accrued interest into 4,181,284 shares of the Company’s common stock. See Note 6.

During 2022 and 2023, the Company received proceeds from various loans from Adriatic Advisors LLC. At December 31, 2023 and 2022, the Company had $383,146 and $332,825 due to Adriatic Advisors LLC, respectively. The notes mature on the earlier of (i) the closing of the Company’s next equity financing, or (ii) six months after the date of issue. At the note holder’s sole election on the maturity date, the note holder may convert the interest accrued on the note into shares of common stock of the Company at $0.05 per share. Accrued interest on these notes totaled $129,427 at December 31, 2024. On March 11, 2025, the lender converted 100% of the debt and all of the accrued interest into 10,467,460 shares of the Company’s common stock. See Note 6.

During May 2024, the Company received proceeds of $11,500 from an investor. The note matures on the earlier of (i) the closing of the Company’s next equity financing, or (ii) six months after the date of issue. At the note holder’s sole election on the maturity date, the note holder may convert the interest accrued on the note into shares of common stock of the Company at $0.05 per share. Accrued interest on this note totaled $1,357 at December 31, 2024. During the first quarter of 2025, the lender converted 100% of the debt and all of the accrued interest into 247,250 shares of the Company’s common stock. The common shares were issued April 3, 2025. See Note 8.

For the three and nine month periods ended September 30, 2025, certain parties made payments on behalf of the Company to vendors totaling $14,375.

NOTE 6. ACQUISITION CREDITS

On May 12, 2025, the Company, through its wholly owned subsidiary AIG F&B, acquired Assets totaling $595,441 from American Industrial Group, Inc. In consideration for the assets received, Sentient Brands Holdings, Inc. issued $595,440 of Acquisition Credits.

On September 30, 2025, the Company, through its 51%-owned subsidiary Aqua Emergency, Inc.(NV), acquired Assets totaling $1,905,272.28. from Aqua Emergency, Inc.(FL). In consideration for the assets received, Aqua Emergency, Inc.(FL) Sentient Brands Holdings, Inc. issued $1,905,272.28 of Acquisition Credits.

On September 30th, 2025, the Company issued $140,000.00 of Acquisition Credits to a service provider for legal services provided.

Acquisition Credits are issued subject to investment representations of the original recipient and may be transferred or exchanged only in compliance with the Securities Act of 1933. The Holder of an Acquisition Credit is entitled, at its option, at any time more than six months after the issuance date, which will be the Maturity Date, to convert any or all of the principal amounts of the Acquisition Credits or any portion of the principal amount into shares of Common Stock of the Company with the number of shares issuable upon such conversion being equal to the dollar amount converted. The conversion price will be determined by the volume-weighted average of the closing price of the Company’s common stock for the 30-day period preceding the requested conversion date.

NOTE 7. STOCKHOLDERS’ (DEFICIT)

Preferred stock

The Company is authorized to issue 25,000,000 shares of Preferred Stock, par value $.001 per share. During the first quarter of 2020, the Company issued 1,000,000 shares of its newly designated Series B Preferred Stock to one investor. During the first quarter of 2025, the Company accepted return and cancelled 1,000,000 shares of the old Series B preferred Stock from the investor and issued 1,000,000 shares of its newly designated Series B Preferred Stock to one investor.

For five years from the date of issuance, the Series B Preferred Stock shall have the number of votes equal to fifty-one percent (51%) of the cumulative total vote of all classes of stock of the Corporation, common or preferred, whether such other class of stock is voting as a single class or the other classes of stock are voting together as a single group, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, or any other class of preferred stock, and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock and any class of preferred stock entitled to vote, with respect to any question upon which holders of Common Stock or any class of preferred stock have the right to vote. After five years, the Series B Preferred Stock shall automatically, and without further action by the Corporation, be cancelled and void, and may not be reissued.

As of September 30, 2025 and December 31, 2024,1,000,000 shares of Series B Preferred Stock were issued and outstanding.

Common stock

On January 29, 2021, the Company, merged with and into its wholly owned subsidiary, Sentient Brands Holdings Inc., a Nevada corporation, pursuant to an Agreement and Plan of Merger between Sentient Brands Holdings Inc., a California corporation, and Sentient Brands Holdings Inc., a Nevada corporation. Sentient Brands Holdings Inc., a Nevada corporation, continued as the surviving entity of the migratory merger. Pursuant to the migratory merger, the Company changed its state of incorporation from California to Nevada and each share of its common stock converted into one share of common stock of the surviving entity in the migratory merger. No dissenters’ rights were exercised by any of the Company’s stockholders in connection with the migratory merger.

On February 6, 2025, the Company issued 3,000,000 shares of its common stock to an individual for consulting services.

On February 11, 2025, the Company issued 3,680,000 shares of its common stock to George Furlan as a bonus related to the merger.

On February 11, 2025, the Company issued 1,700,000 shares of its common stock to James Mansour in full settlement of his amount due for past services. See Note 8.

On February 20, 2025, the Company issued 3,272,031 shares of its common stock to satisfy the previous conversion of debt. See Note 5.

On February 26, 2025, the Company issued 15,507,121 shares of its common stock to Pure Energy in exchange for the cancellation of all debt and related accrued interest. See Note 5.

On February 27, 2025, the Company issued 1,540,000 shares of its common stock to Grace Court Advisors as a bonus related to the merger.

On March 11, 2025, the Company issued 2,000,000 shares of its common stock to George Furlan as a bonus related to merger services.

On March 11, 2025, the Company issued 1,000,000 shares of its common stock to a service provider for services.

On March 11, 2025, the Company issued 10,467,460 shares of its common stock to Adriatic Advisors in exchange for the cancellation of all debt and related accrued interest. See Note 5.

On March 20, 2025, the Company issued 1,000,000 to an investor who had purchased stock in May 2024, but was not issued at year end.

On April 2, 2025, the Company issued 247,250 shares of its common stock to an individual in exchange for the cancellation of all debt and related accrued interest. See Note 5.

On April 3, 2025, the Company issued 1,032,465 shares of its common stock to an individual in exchange for the cancellation of all debt and related accrued interest. See Note 5.

On April 15, 2025, the Company issued 300,000 shares to a consultant for management services.

On April 16, 2025, the Company issued 2,000,000 shares to a service provider for services provided related to the merger with AIG.

On April 17, 2025, the Company issued 430,000 shares to a consultant for management services.

On April 28, 2025 the Company sold 600,000 shares of its common stock to an investor for $30,000. As of the date of this filing, the shares have not yet been issued.

There were no other issuances of common stock during the nine months ended September 30, 2025.

On January 23, 2024, the Company sold 480,000 shares of its common stock to an investor for $24,000. The shares were issued on April 2, 2024.

On February 15, 2024, the Company issued 500,000 shares of its common stock to an investor for $25,000. The shares were issued on April 2, 2024.

On February 22, 2024, the Company issued 1,000,000 shares of its common stock to an investor for $50,000. The shares were issued on April 2, 2024.

On February 22, 2024, the Company issued 600,000 shares of its common stock to an investor for $30,000. The shares were issued on April 2, 2024.

On February 22, 2024, the Company issued 1,000,000 shares of its common stock to an investor for $50,000. The shares were issued on April 2, 2024.

On March 14, 2024, the Company issued a total of 2,000,000 shares of its common stock to a consultant for services rendered.

On March 28, 2024, the Company entered into a Settlement and Release Agreement with a vendor pursuant to which the vendor agreed to forgive $14,998 (the “Debt Amount”) owed by the Company to the vendor for services rendered to the Company in consideration of an issuance to the vendor of 600,000 shares of common stock of the Company registered on the Form S-8 pursuant to the Plan. The shares were issued on April 9, 2024.

During April 2024, the Company issued 1,000,000 shares of its common stock to the CEO, Dante Jones in lieu of cash payment for services.

On April 10, 2024 the Company issued 1,050,000 shares of its common stock in lieu of cash payment for consulting services.

On September 20, 2024, the Company issued 500,000 shares of its common stock to a vendor in settlement of a trade payable of $12,000.

On December 17, 2024, the Company issued a total of 250,000 shares of its common stock to a consultant for services rendered.

On December 17, 2024, the Company issued 1,333,333 shares of its common stock to an investor for $40,000.

On December 17, 2024, the Company issued 833,333 shares of its common stock to an investor for $35,000 received during May 2024.

On December 17, 2024, the Company issued 1,000,000 shares of its common stock to an investor for $30,000.

On December 17, 2024, the Company issued 333,333 shares of its common stock to an investor for $10,000.

On December 17, 2024, the Company issued 333,333 shares of its common stock to an investor for $10,000.

On December 17, 2024, the Company issued a total of 1,000,000 shares of its common stock to a consultant for services rendered.

On December 17, 2024, the Company issued 666,667 shares of its common stock to an investor for $20,000 received during May 2024.

On December 17, 2024, the Company issued 300,000 shares of its common stock to a vendor in settlement of a trade payable of $9,000.

There were no other issuances of common stock during the year ended December 31, 2024.

NOTE 8. COMMITMENTS AND CONTINGENCIES

On December 26, 2019, the Company entered into an Employment Agreement (the “Furlan Agreement”) with George Furlan pursuant to which Mr. Furlan was appointed as the Company’s Chief Executive Officer. The Furlan Agreement provides for a base salary of $60,000 per year with such base salary being increased to $120,000 per year beginning on the one (1) year anniversary of the completion of a financing by the Company of no less than $3,000,000. The Furlan Agreement also contains an annual bonus based on the amount of revenue generated by the Company from the sale of certain products. The Furlan Agreement has a term of three years from the effective date. Pursuant to the Furlan Agreement, the Company and Mr. Furlan also entered into a into a Restricted Stock Agreement to purchase 718,403 shares of the Company’s Common Stock. At this time, there is no written Employment Agreement in effect with Mr. Furlan.

On January 8, 2020, the Company entered into an Executive Consulting Agreement (the “Mansour Agreement”) with James Mansour pursuant to which Mr. Mansour was appointed as an Executive Consultant. The Mansour Agreement provides for a base salary of $60,000 per year. The Mansour Agreement had a term of three years from the effective date. Pursuant to the Mansour Agreement, the Company and Mr. Mansour also entered into a Restricted Stock Agreement to purchase 718,403 shares of the Company’s Common Stock. At December 31, 2024, the Company maintained an amount due Mr. Mansour totaling $85,000 included in accounts payable. On February 11, 2025, the Company issued 1,700,000 in full settlement of all amounts due Mr. Mansour. See Note 7.

As per terms of the share exchange agreement with AIG F&B, Inc. all legacy contracts were canceled and void as of March 31 st, 2025. New contracts and arrangements with the vendors, contractors and the service providers are to be negotiated by the Company in good faith on as needed bases.

The Company is currently involved in a wage dispute with a former contractor dating back to the third quarter of 2020. 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. The Company disputes the claim in its entirety but has maintained an accrual of $54,000 related to the dispute. The Company has executed a tolling agreement and begun settlement discussions with the contractor’s representative. The Company has not made any change to its accrual as of this time. Neither party has initiated legal action at this time. Should any legal action occur against the Company, the Company would defend itself vigorously and would assert claims of misconduct against the former contractor.

In the first quarter of 2024, the Company engaged a consultant pursuant to which the consultant was to receive as consideration for services in accordance with a payment schedule three cash payments of $10,000 for a total of $30,000 and three issuances of 1,000,000 shares of the Company’s common stock for a total of 3,000,000 shares. During the first quarter of 2024, the consultant received two separate cash payments of $10,000 for a total of $20,000 and two separate issuances of 1,000,000 shares of the Company’s common stock. As of March 31, 2025, the consultant had not yet received the third cash payment and stock issuance. The Company has not recorded any charge for the third payment as of March 31, 2025. Subsequent to March 31, 2025, on April 18, 2025, the consultant was issued 2,000,000 shares of the Company’s common stock in full settlement of the agreement.

NOTE 9. SUBSEQUENT EVENTS

The Company has evaluated subsequent events for recognition and disclosure through November 19, 2025, which is the date the financial statements were available to be issued.

In October 2025, the company issued 5,419,928 shares to the note holder as a result of the conversion.

In November 2025, the company issued 600,000 shares to the investor for $30,000 investment.

No other matters were identified affecting the accompanying financial statements and related disclosures.