U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For
the quarterly period ended
For the transition period from _________________ to _________________
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
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telephone number:
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
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Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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As of May 14, 2026, there were shares of common stock, par value $ per share, outstanding. A reverse recapitalization at a ratio of 1-for-30 became effective January 2, 2026.
SENTIENT BRANDS HOLDINGS INC.
FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
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The financials are being filed as is. The review has not been completed and we will file the amendment upon completion of the auditor’s review.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of results expected for the full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
SENTIENT BRANDS HOLDINGS INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Prepaid fulfillment fees | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| Fixed assets (net) | ||||||||
| Intangible assets (net) | ||||||||
| Goodwill | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Loans payable | ||||||||
| Notes payable | ||||||||
| Convertible notes payable | ||||||||
| Accrued interest | ||||||||
| Derivative liability | ||||||||
| Acquisition credits | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred Stock - Par Value of $; shares authorized; and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Common Stock - Par Value of $; shares authorized; and shares issued and outstanding as of March 31, 2026 and December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Common stock subscription | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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SENTIENT BRANDS HOLDINGS INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit (loss) | ( | ) | ||||||
| Operating expenses: | ||||||||
| Advertising and marketing | ||||||||
| General and administrative | ||||||||
| Legal and professional | ||||||||
| Management fees | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| GAIN (LOSS) FROM OPERATIONS | ( | ) | ( | ) | ||||
| Other Income (Expenses) | ||||||||
| Derivative gain (loss) | ( | ) | ||||||
| Settlement of legal claims | ||||||||
| Total Other Income | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other loss | ( | ) | ( | ) | ||||
| Total other income & expense | ( | ) | ( | ) | ||||
| NET GAIN (LOSS) | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER COMMON SHARE - BASIC AND DILUTED | $ | ) | $ | ) | ||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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SENTIENT BRANDS HOLDINGS INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
Common Stock | ||||||||||||||||||||||||||||||||
| March 31, 2026 | Common Stock | Preferred Stock | to be | Paid in | Accumulated | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | issued | Capital | Deficit | Total | |||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Common shares issued for cash | - | ( | ) | $ | ||||||||||||||||||||||||||||
| Net loss for the three months | - | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Balances March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| March 31, 2025 | Common Stock | Preferred Stock | Common Stock to be | Paid in | Accumulated | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | issued | Capital | Deficit | Total | |||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Common stock issued in settlement of accounts payable | - | $ | ||||||||||||||||||||||||||||||
| Common shares issued for cash | - | $ | ||||||||||||||||||||||||||||||
| Common stock issued for converted debt and accrued interest | - | ( | ) | $ | ||||||||||||||||||||||||||||
| Common stock issued for services | - | $ | ||||||||||||||||||||||||||||||
| Conversion of debt and accrued interest into common stock | - | $ | ||||||||||||||||||||||||||||||
| Common stock sold to investor | - | $ | ||||||||||||||||||||||||||||||
| Common stock sold to investors not issued | - | $ | ||||||||||||||||||||||||||||||
| Preferred shares retired to Treasury | ( | ) | ( | ) | $ | |||||||||||||||||||||||||||
| Net loss for the three months | - | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Balances March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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SENTIENT BRANDS HOLDINGS INC.
AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the three months ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation & amortization expenses | ||||||||
| Interest expense | ||||||||
| Derivative gain (loss) | ( | ) | ||||||
| Share based compensation/shares issued for services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Prepaid fulfillment costs | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| INVESTMENT ACTIVITIES: | ||||||||
| Purchase of fixed assets | ||||||||
| Purchase of intangible assets | ||||||||
| NET CASH USED IN INVESTMENT ACTIVITIES | ||||||||
| FINANCING ACTIVITIES: | ||||||||
| Net proceeds from sale of common stock | ||||||||
| Proceeds from short term loans | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| INCREASE (DECREASE) IN CASH | ( | ) | ||||||
| CASH-BEGINNING OF PERIOD | ||||||||
| CASH-END OF PERIOD | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| information: | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| $ | - | $ | - | |||||
| Supplemental disclosure of non-cash financing activity: | ||||||||
| Shares issued for converted debt and interest | $ | $ | ||||||
| Shares issued for previously purchased common stock | $ | $ | ||||||
| Shares issued in satisfaction of accounts payable | $ | $ | ||||||
| Conversion of debt and interest into stock not yet issued | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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SENTIENT BRANDS HOLDINGS INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)
NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS
Business Description
SENTIENT BRANDS HOLDINGS INC. (SNBH or the “Company”) is a next-generation brand platform focused on the acquisition, development, and commercialization of premium and functional consumer packaged goods (“CPG”), incorporated in the State of Nevada.
Nature of Operations and Principal Products/Channels
The Company’s core operations are conducted through its consolidated subsidiaries: AIG-F&B, Inc. (AIGFB), a wholly-owned Nevada subsidiary serving as a manufacturing and distribution platform for food, beverage, and wellness CPG products including the Original New York Seltzer® and Arctic Frost® brands; and Aqua Emergency, Inc. (AE NV), a specialized manufacturer and distributor of emergency water and MREs holding the exclusive license for American Red Cross® licensed products in our categories.
Effective January 1, 2026, the Company was scheduled to complete consolidation of Wyoming Bears, Inc. (WYB), a California-based distributor of consumer packaged goods, to 100% ownership pursuant to an amendment to the Share Exchange Agreement approved February 20, 2026. The parties have agreed to defer the acquisition to July 1, 2026.
Basis of Presentation
The unaudited consolidated interim financial statements have been prepared in conformity with U.S. GAAP and the SEC’s requirements for smaller reporting companies on Form 10-Q. All intercompany balances and transactions have been eliminated in consolidation. The financial statements include the accounts of SNBH and its wholly-owned subsidiaries.
Effective
January 2, 2026, the Company executed a
Going Concern
The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company
has incurred losses since inception and has an accumulated deficit of $
Management is actively pursuing revenue growth through its CPG subsidiaries, working capital improvements, and additional financing. There can be no assurance that the Company will be successful in these efforts.
NOTE 2. RESTATEMENTS
The Results of Operations and the respective consolidated Financial Statements the three months ended March 31, 2025 have been restated. The restatement of previously issued financial statements resulted from errors and omissions related to record keeping, accounting, management operations, debt and equity arrangements which indicated a failure in the design or operation of certain controls. Specifically:
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There
was a change in calculation of interest expense related to the existing convertible note payable to compound interest as specified
in the note documents versus simple interest recorded by the Company. This change in calculation resulted in $
It
was discovered that the derivative value of the embedded conversion of one feature of a convertible note payable and three warrant grants
were not recognized in the years of 2021 through 2025. This resulted in an adjustment to a derivative loss of $
There was an adjustment for the three months ended
March 31, 2025 of $
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Uses of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates.
Cash
The Company considers all short-term highly liquid investments with an original maturity date of purchase of three months or less to be cash equivalents.
Revenue Recognition
Revenue
is recognized under ASC 606 when control of goods is transferred to customers. The Company’s revenues are generated through its
consolidated subsidiaries: AIG-F&B, Inc. (wholesale distribution and food & beverage services) and Aqua Emergency, Inc. (product
sales, services, and shipping). For the three months ended March 31, 2026, consolidated revenues totaled $
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings per share gives effect to dilutive potential common shares including convertible notes and warrants. For the three months ended March 31, 2026, basic and diluted EPS are the same as all potentially dilutive securities are anti-dilutive given the Company’s capital structure.
In accordance with ASC 718, the Company measures compensation cost for share-based awards at fair value on the grant date and recognizes expenses over the vesting period. During the three months ended March 31, 2026, the Company’s Board approved issuance of shares from the 2026 Employee Benefit Plan. The expense related to these shares were accrued for the year ended December 31, 2025.
Depreciation and Amortization
Property,
plant and equipment is depreciated on a straight-line basis over estimated useful lives of 3–15 years. Intangible assets with finite
useful lives are amortized on a straight-line basis. For the three months ended March 31, 2026, the Company recorded $
Derivative Financial Instruments
The
Company evaluates all financial instruments for bifurcation of embedded derivatives under ASC 815. For the three months ending March
31, 2026 a gain of $
Fair Value of Financial Instruments
The
Company measures derivative liabilities at fair value using Level 3 unobservable inputs (Black-Scholes model). The derivative liability
was $
| 8 |
Income Taxes
Income
taxes are accounted for under ASC 740. The Company has significant deferred tax assets arising from net operating loss carryforwards,
which are fully offset by a valuation allowance as management has concluded it is more likely than not that the deferred tax assets will
not be realized.
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 Interim Chief Executive Officer (“CEO”). The Company has determined that it operates as a single operating segment and has one reportable segment.
Impairment of Long-Lived Assets
Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold, and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
Recently Issued Accounting Standards
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board 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, except as follows:
ASU 2024-04, Improvements to Accounting for Certain Convertible Instruments: This standard simplifies the accounting for instruments like the Company’s acquisition credits payable and convertible notes by eliminating specific separation models, which is expected to reduce future complexity and may result in a non-cash adjustment upon adoption in 2027.
ASU 2023-09, Improvements to Income Tax Disclosures, requires increased transparency regarding rate reconciliation and Net Operating Loss (NOL) carryforward categories. The Company continues to evaluate the enhanced disclosure requirements of this standard.
NOTE 4. PREPAID FULFILLMENT COSTS
Prepaid
fulfillment costs represent amounts prepaid to third-party co-manufacturers for inventory and drop-shipment fulfillment services. On
December 31, 2025, $
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NOTE 5. FIXED ASSETS
Fixed assets consist of the following:
March 31, 2026 | December 31, 2025 | |||||||
| Machinery and equipment | $ | $ | ||||||
| Product artwork | ||||||||
| Machinery and equipment – SNBH | ||||||||
| Computers and equipment – SNBH | ||||||||
| Total fixed assets, gross | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Fixed assets, net | $ | $ | ||||||
The
SNBH fixed assets were fully depreciated as of the year ended December 31, 2025. Depreciation expense on the remaining machinery and
equipment and product artwork was $
NOTE 6. INTANGIBLE ASSETS
March 31, 2026 | December 31, 2025 | |||||||
| Licenses – Aqua Emergency, Inc. | $ | $ | ||||||
| Goodwill | ||||||||
| Website development | ||||||||
| Total intangible assets, gross | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
The
perpetual license for Aqua Emergency license was granted, and Goodwill of $
Amortization
expense was $
NOTE 7. SHORT-TERM LOANS PAYABLE
Short-term
loans payable consists of advances from related parties for operating expenses as part of an emergency funding agreement. The balance of $
NOTE 8. NOTES PAYABLE
On
August 19, 2025, the Company issued a note payable to Stephen Spanos in exchange for an account payable related to certain services
rendered to the Company. Principal is $
NOTE 9. CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITY
Convertible
notes payable consists entirely of the GA3 Consortium convertible notes with a principal balance of $
The
embedded calculation of the warrants and one convertible note resulted in a gain of $
| 10 |
NOTE 10. ACQUISITION CREDITS PAYABLE
Acquisition
credits payable of $
NOTE 11. STOCKHOLDERS’ DEFICIT
Preferred Stock
The Company has shares of Preferred Stock authorized at $ par value. As of March 31, 2026 and December 31, 2025, shares of Preferred Series B stock were issued and outstanding to SNBH Holding, Inc. with an aggregate value of $.
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. The Series B Preferred Stock is not convertible into any other class of stock.
Common Stock
The Company has shares of Common Stock authorized at $ par value. As of May 14, 2026, shares were issued and outstanding, retroactively adjusted for the 1-for-30 reverse recapitalization effective January 2, 2026, inclusive of issuance of fractional whole shares rounded to the next highest whole share. As of December 31, 2025, shares were issued and outstanding.
On January 2, 2026, the Company issued shares of its common stock to an individual in exchange for cash that had been received in February 2025.
On April 23, 2026 the Company issued shares from its Employee Benefit Plan.
There were other shares issued in the three months ended March 31, 2026.
On February 6, 2025, the Company issued shares of its common stock to an individual for consulting services.
On February 11, 2025, the Company issued shares of its common stock to George Furlan as a bonus related to the merger.
On February 11, 2025, the Company issued shares of its common stock to James Mansour in full settlement of his amount due for past services.
On February 26, 2025, the Company issued shares of its common stock to Pure Energy in exchange for the cancellation of all debt and related accrued interest.
On February 27, 2025, the Company issued shares of its common stock to Grace Court Advisors as a bonus related to the merger.
On March 11, 2025, the Company issued shares of its common stock to George Furlan as a bonus related to merger services.
On March 11, 2025, the Company issued shares of its common stock to a service provider for services.
| 11 |
On March 11, 2025, the Company issued shares of its common stock to Adriatic Advisors in exchange for the cancellation of all debt and related accrued interest.
On March 20, 2025, the Company issued to an investor who had purchased stock in May 2024, but was not issued at year end.
There were other issuances of common stock during the quarter ended March 31, 2025.
Employee Benefit Plan – 2026
During the three months ended March 31, 2026, the Board of Directors approved issuance of shares from the Sentient Brands Holdings, Inc. 2026 Employee Benefit Plan. As of May 14, 2026 shares have been issued.
NOTE 12. COMMITMENTS AND CONTINGENCIES
On
February 6, 2026, Gregg Templeton filed a Statement of Claim with the American Arbitration Association claiming Failure to Pay Wage,
Failure to Reimburse Expenses; Statutory Wage Violation under New York Law; Fraud and Unjust Enrichment. The AAA rejected the claim due
to the procedural process and improper venue election. After rejection by AAA, Templeton’s legal counsel advised the Company of
his intention to petition a New York Court to accept the complaint under an arbitration demand. The petition was filed on March 25, 2026.
The claim related to an Employment Agreement dated on or about February 28, 2019. On May 30, 2025, the Company received a demand letter
from an attorney representing the contractor in the amount of $
NOTE 13. RELATED PARTY TRANSACTIONS
As
of March 31, 2026, $
NOTE 14. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 14, 2026, the date these financial statements were available to be issued.
At the same meeting, the Board approved the appointment of Serge Knazev as Interim Chief Executive Officer, effective May 1, 2026. Mr. Knazev previously served and continues to serve as President and Chief Operating Officer. The Company intends to conduct a search for a permanent Chief Executive Officer.
On April 23, 2026, the Company issued shares from its Employee Benefit Plan.
The Company is not aware of any other material subsequent events requiring disclosure.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and related notes included in Item 1 of this report, and with the audited financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
Forward-Looking Statements
All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of a number of factors, including those set forth under the risk factors and business sections in this Form 10-Q.
Overview
Sentient Brands is a next-generation brand platform focused on the acquisition, development, and commercialization of premium and functional consumer packaged goods (CPG) with an emphasis on wellness, sustainability, and emergency preparedness. The Company has implemented a product innovation and acquisition-driven growth strategy through its operating subsidiaries, focusing on consumer categories that offer long-term secular growth potential.
Going Concern
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 $6,425,970 and $6,332,894 at March 31, 2026 and December 31, 2025, respectively and a working capital deficit of $3,991,762 and $3,902,970 at March 31, 2026 and December 31, 2025, respectively. Included in the working capital deficit for the three months ended March 31, 2026 and the year ended December 31, 2025 is $2,640,712 in Acquisition Credits as a contingent liability which is solely settleable in equity to be issued for acquiring the subsidiaries AIGFB & AE NV, in the amount of $2,500,712, with an additional issuance of $140,000 for a reduction in accounts payable. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2025 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.
Our ability to continue as a going concern is dependent upon our ability to carry out our business plan, achieve profitable operations, obtain additional working capital funds from our significant shareholders, and or through debt and equity financings. However, there can be no assurance that any additional financings will be available to us on satisfactory terms and conditions, if any.
| 13 |
The accompanying 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.
Results of Operations – Three Months Ended March 31, 2026 vs. March 31, 2025
Revenue
Total consolidated revenues were $230,711 for the three months ended March 31, 2026, compared to $0 for the three months ended March 31, 2025. Revenues are presented net of $159,924 in intercompany eliminations. The elimination reflects intercompany service arrangements between subsidiaries.
Cost of Revenue
Total cost of revenues, net of intercompany eliminations, was $166,501 for the three months ended March 31, 2026, compared to $600 for the three months ended March 31, 2025. Cost of revenues consists of cost of goods sold of $116,489, freight costs of $30,762, and royalty expenses of $19,250. Gross profit was $64,210, a 27.8% gross margin on revenue, for the three months ended March 31, 2026.
Operating Expenses
For the three months ended March 31, 2026 and 2025, operating expenses consisted of the following:
| 2026 | 2025 | |||||||
| Advertising and Marketing | - | - | ||||||
| General and Administrative | 5,292 | 3,123 | ||||||
| Legal and Professional | 66,088 | 212,283 | ||||||
| Management Fees | 47,500 | 151,100 | ||||||
| TOTAL OPERATING EXPENSES | $ | 118,880 | $ | 366,506 | ||||
Total operating expenses were $118,881 and $366,506 for the three months ended March 31, 2026 and 2025, respectively.
Professional Service Fees
For the three months ended March 31, 2026 and 2025, professional service expenses consisted of the following:
| 2026 | 2025 | |||||||
| Accounting & Auditing | $ | 23,275 | $ | 62,550 | ||||
| Other Advisory Services | 10,723 | 99,930 | ||||||
| Legal Fees | 32,090 | 49,803 | ||||||
| Management Fees | 47,500 | 151,100 | ||||||
| TOTAL PROFESSIONAL SERVICE FEES | $ | 113,588 | $ | 363,383 | ||||
| 14 |
The Company instituted a policy requiring all officers and directors to present detailed activity on an approved invoice rather than through fixed consulting agreements. In addition, the board of directors agreed to suspend their board fees until further notice, resulting in a significant reduction in management fees during the three months ended March 31, 2026 of $27,500 compared to $268,860 for the three months ended March 31, 2025. There were 300,000 shares issued for bonuses related to the acquisitions of subsidiaries valued at $141,600 for the three months ended March 31, 2025.
Other advisory services decreased $89,207 due to reduced Investor Relations expenses, which were settled through the issuance of 300,000 shares of common stock in the three months ended March 31, 2025.
Accounting and Auditing fees for the three months ended March 31, 2025 included a bonus of 33,334 shares of common stock valued at $40,000 at the time of issuance paid to the former contracted accountant.
Loss from Operations
The Company’s loss from operations during the three months ended March 31, 2026 and 2025 was $54,670 and $367,106, respectively.
Other Income (Expense)
Other Income comprises income for embedded derivative calculations of $42,392 for the three months ended March 31, 2026 and a loss from embedded derivative calculation of $(36,466) for the three months ended March 31, 2025. There was also $10,000 received in the three months ended March 31, 2025 from a fraud claim adjudicated in the state of New Jersey which resulted in a claim for $25,000, of which a total of $15,000 was received during the year ended December 31, 2025. No reserve for the additional payments has been made as the collection is not reasonably assured.
Other expenses for the three months ended March 31, 2026 and 2025, respectively, were $80.798 and $78,654, consisting of interest expense on the GA3 Consortium convertible notes and the Spanos note payable.
Net Loss
Net loss was $(93,076) for the three months ended March 31, 2026, compared to a net loss of $(472,226) for the three months ended March 31, 2025. The improvement of $379,150 reflects the commencement of substantial revenue-generating operations across both subsidiaries, reduced holding company costs and the gain on embedded derivative calculations.
Liquidity and Capital Resources
Cash and cash equivalents were $44,468 on March 31, 2026 compared to $29,011 on December 31, 2025. The net increase of $15,457 reflects net cash used in operating activities of $(3,174) and net proceeds from short-term related-party loans of $18,631.
Net cash used in operating activities was $3,174 for the three months ended March 31, 2026, reflecting net loss of $61,392 adjusted for non-cash items of depreciation and amortization of $4,285, embedded derivative calculation gain of $42,392 and interest expense of $80,798 plus working capital changes including collections of accounts receivable of $12,691, increase in prepaid expenses of $45,877, partially offset by an decrease in prepaid inventory of $14,931 and an increase in accounts payable of $65,466.
Financing activities provided $18,631 from net short-term loan proceeds from related parties. Management is actively pursuing additional working capital financing through equity raises, strategic partnerships, and operating cash flow improvements.
| 15 |
The Company’s total stockholders’ working capital deficit was $3,991,762 at March 31, 2026, and $3,902,970 at December 31, 2025. Included in the working capital deficit for the three months ended March 31, 2026 and year ended December 31, 2025 is $2,640,712 in Acquisition Credits as a contingent liability which is solely settleable in equity to be issued for acquiring the subsidiaries AIGFB & AE NV, in the amount of $2,500,712, with an additional issuance of $140,000 for a reduction in accounts payable.
Contractual Obligations and Off-Balance Sheet Arrangements
None
Contractual Obligations
We presently do not have any contractual obligations.
Off-balance Sheet Arrangements
We presently do not have off-balance sheet arrangements.
Inflation
The effect of inflation on our revenue and operating results was not significant.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act as of March 31, 2026, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2026, our disclosure controls and procedures are effective at the reasonable assurance level due to the material weaknesses identified and described below.
| 16 |
Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following three material weaknesses that have caused management to conclude that, as of March 31, 2026, our internal control over financial reporting, was not effective at the reasonable assurance level:
| 1. | We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending March 31, 2026. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. | |
| 2. | We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. | |
| 3. | Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors currently has two independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. |
To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report are fairly presented, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.
We intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.
Changes in Internal Controls over Financial Reporting
There were no changes (including corrective actions with regard to material weakness) in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 17 |
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. On February 6, 2026, Gregg Templeton filed a Statement of Claim with the American Arbitration Association claiming Failure to Pay Wage, Failure to Reimburse Expenses; Statutory Wage Violation under New York Law; Fraud and Unjust Enrichment. The AAA rejected the claim due to the procedural process and improper venue election. After rejection by AAA, Templeton’s legal counsel advised the Company of his intention to petition a New York Court to accept the complaint under an arbitration demand. The petition was filed on March 25, 2026. The claim related to an Employment Agreement dated on or about February 28, 2019. On May 30, 2025, the Company received a demand letter from an attorney representing the contractor in the amount of $286,010 including wages, expenses and interest. Mr. Templeton asserts interest has continued to accrue and the current claim now exceeds $300,000. Templeton was terminated by the Company in January of 2021 after an unauthorized diversion of $40,000 in Company funds to Templeton’s personal accounts was discovered by the Company, as well as his being barred by FINRA from certain aspects of any securities business, for similar conduct on multiple prior occasions. The Company disputes the claim in its entirety but has maintained an accrual of $54,525 related to the dispute. This amount was recorded on March 31, 2022 as an account payable for services in that quarter. The Company has not made any change to its accrual as of this time. The Company will defend itself vigorously and assert claims of misconduct against the former contractor.
ITEM 1A. RISK FACTORS
Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2025. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On April 28, 2025 the Company sold 600,000 shares of its common stock to an investor for $30,000. The shares were issued on January 1, 2026 and subject to the 1-for-30 reverse split. The total shares issued post reverse was 20,000.
The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506 as promulgated under Regulation D as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.
The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the issuances of the above securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. The investors in these securities are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act. As of the date hereof, the Company is obligated on the above notes issued to the investor. The above notes are a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company.
The foregoing information is a summary of each of the agreements involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Quarterly Report on Form 10-Q. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
| 18 |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
During
the three months ended March 31, 2026, no director or Section 16 officer
ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
* Filed herewith
| 19 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SENTIENT BRANDS HOLDINGS INC.
| Dated: May 14, 2026 | /s/ Serge Knazev |
| Serge Knazev | |
| Interim Chief Executive Officer | |
| (Principal Executive Officer) |
| Dated: May 14, 2026 | /s/ Jeanene Morgan |
| Jeanene Morgan | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
| 20 |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Serge Knazev, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, of Sentient Brands Holdings Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities;
b) designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness;
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected our internal controls.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: May 14, 2026 | /s/ Serge Knazev |
| Serge Knazev | |
| Interim Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Jeanene Morgan, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, of Sentient Brands Holdings Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures under our supervision to ensure material information is made known to us;
b) designed such internal control over financial reporting to provide reasonable assurance regarding reliability of financial reporting;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures;
d) disclosed any change in internal control over financial reporting that occurred during the most recent fiscal quarter.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting.
| Dated: May 14, 2026 | /s/ Jeanene Morgan |
| Jeanene Morgan | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Sentient Brands Holdings Inc. (the “Company”) for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Serge Knazev, Interim Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 14, 2026
| /s/ Serge Knazev | |
| Serge Knazev | |
| Interim Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Sentient Brands Holdings Inc. (the “Company”) for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeanene Morgan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 14, 2026
| /s/ Jeanene Morgan | |
| Jeanene Morgan | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
| Preferred stock, shares issued | 1,000,000 | 1,000,000 |
| Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 500,000,000 | 500,000,000 |
| Commom stock, shares issued | 4,137,771 | 4,117,771 |
| Commom stock, shares outstanding | 4,137,771 | 4,117,771 |
Pay vs Performance Disclosure - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Pay vs Performance Disclosure [Table] | ||
| Net Income (Loss) | $ (93,076) | $ (472,226) |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Insider Trading Arrangements [Line Items] | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND NATURE OF OPERATIONS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Accounting Policies [Abstract] | |
| ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS
Business Description
SENTIENT BRANDS HOLDINGS INC. (SNBH or the “Company”) is a next-generation brand platform focused on the acquisition, development, and commercialization of premium and functional consumer packaged goods (“CPG”), incorporated in the State of Nevada.
Nature of Operations and Principal Products/Channels
The Company’s core operations are conducted through its consolidated subsidiaries: AIG-F&B, Inc. (AIGFB), a wholly-owned Nevada subsidiary serving as a manufacturing and distribution platform for food, beverage, and wellness CPG products including the Original New York Seltzer® and Arctic Frost® brands; and Aqua Emergency, Inc. (AE NV), a specialized manufacturer and distributor of emergency water and MREs holding the exclusive license for American Red Cross® licensed products in our categories.
Effective January 1, 2026, the Company was scheduled to complete consolidation of Wyoming Bears, Inc. (WYB), a California-based distributor of consumer packaged goods, to 100% ownership pursuant to an amendment to the Share Exchange Agreement approved February 20, 2026. The parties have agreed to defer the acquisition to July 1, 2026.
Basis of Presentation
The unaudited consolidated interim financial statements have been prepared in conformity with U.S. GAAP and the SEC’s requirements for smaller reporting companies on Form 10-Q. All intercompany balances and transactions have been eliminated in consolidation. The financial statements include the accounts of SNBH and its wholly-owned subsidiaries.
Effective January 2, 2026, the Company executed a reverse recapitalization of its common stock at a ratio of 1-for-30. All share and per share information has been retroactively adjusted to reflect this recapitalization for all periods presented.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and has an accumulated deficit of $6,425,970 as of March 31, 2026. The Company incurred a net loss of $93,076 for the three months ended March 31, 2026. Management anticipates the Company will continue to require additional capital to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Management is actively pursuing revenue growth through its CPG subsidiaries, working capital improvements, and additional financing. There can be no assurance that the Company will be successful in these efforts.
|
RESTATEMENTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Accounting Changes and Error Corrections [Abstract] | |
| RESTATEMENTS | NOTE 2. RESTATEMENTS
The Results of Operations and the respective consolidated Financial Statements the three months ended March 31, 2025 have been restated. The restatement of previously issued financial statements resulted from errors and omissions related to record keeping, accounting, management operations, debt and equity arrangements which indicated a failure in the design or operation of certain controls. Specifically:
There was a change in calculation of interest expense related to the existing convertible note payable to compound interest as specified in the note documents versus simple interest recorded by the Company. This change in calculation resulted in $28,556 of additional interest expense for the three months ended March 31, 2025.
It was discovered that the derivative value of the embedded conversion of one feature of a convertible note payable and three warrant grants were not recognized in the years of 2021 through 2025. This resulted in an adjustment to a derivative loss of $36,466 recorded for the three months ended March 31, 2025.
There was an adjustment for the three months ended March 31, 2025 of $117,760 for management fees that had not been accrued for the year ended December 31, 2024. shares were issued on February 11, 2025 in full satisfaction of the accrued amount due.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Uses of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates.
Cash
The Company considers all short-term highly liquid investments with an original maturity date of purchase of three months or less to be cash equivalents.
Revenue Recognition
Revenue is recognized under ASC 606 when control of goods is transferred to customers. The Company’s revenues are generated through its consolidated subsidiaries: AIG-F&B, Inc. (wholesale distribution and food & beverage services) and Aqua Emergency, Inc. (product sales, services, and shipping). For the three months ended March 31, 2026, consolidated revenues totaled $230,711, after elimination of $159,924 in intercompany transactions between subsidiaries.
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings per share gives effect to dilutive potential common shares including convertible notes and warrants. For the three months ended March 31, 2026, basic and diluted EPS are the same as all potentially dilutive securities are anti-dilutive given the Company’s capital structure.
In accordance with ASC 718, the Company measures compensation cost for share-based awards at fair value on the grant date and recognizes expenses over the vesting period. During the three months ended March 31, 2026, the Company’s Board approved issuance of shares from the 2026 Employee Benefit Plan. The expense related to these shares were accrued for the year ended December 31, 2025.
Depreciation and Amortization
Property, plant and equipment is depreciated on a straight-line basis over estimated useful lives of 3–15 years. Intangible assets with finite useful lives are amortized on a straight-line basis. For the three months ended March 31, 2026, the Company recorded $2,577 of depreciation expense and $1,708 of amortization expense, totaling $4,285.
Derivative Financial Instruments
The Company evaluates all financial instruments for bifurcation of embedded derivatives under ASC 815. For the three months ending March 31, 2026 a gain of $42,392 was realized on the embedded derivative calculation compared to a loss during the three months ended March 31, 2025 of $36,466.
Fair Value of Financial Instruments
The Company measures derivative liabilities at fair value using Level 3 unobservable inputs (Black-Scholes model). The derivative liability was $44,496 at December 31, 2025 and $2,104 at March 31, 2026. The fair value of all other financial instruments approximates carrying value due to their short-term nature.
Income Taxes
Income taxes are accounted for under ASC 740. The Company has significant deferred tax assets arising from net operating loss carryforwards, which are fully offset by a valuation allowance as management has concluded it is more likely than not that the deferred tax assets will not be realized. No income tax provision or benefit has been recognized for the three months ended March 31, 2026 or March 31, 2025.
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 Interim Chief Executive Officer (“CEO”). The Company has determined that it operates as a single operating segment and has one reportable segment.
Impairment of Long-Lived Assets
Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold, and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
Recently Issued Accounting Standards
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board 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, except as follows:
ASU 2024-04, Improvements to Accounting for Certain Convertible Instruments: This standard simplifies the accounting for instruments like the Company’s acquisition credits payable and convertible notes by eliminating specific separation models, which is expected to reduce future complexity and may result in a non-cash adjustment upon adoption in 2027.
ASU 2023-09, Improvements to Income Tax Disclosures, requires increased transparency regarding rate reconciliation and Net Operating Loss (NOL) carryforward categories. The Company continues to evaluate the enhanced disclosure requirements of this standard.
|
PREPAID FULFILLMENT COSTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Inventory Disclosure [Abstract] | |
| PREPAID FULFILLMENT COSTS | NOTE 4. PREPAID FULFILLMENT COSTS
Prepaid fulfillment costs represent amounts prepaid to third-party co-manufacturers for inventory and drop-shipment fulfillment services. On December 31, 2025, $344,637 was transferred to AIG and Aqua Emergency Florida, co-manufacturers, as advance inventory under fulfillment service arrangements entered December 31, 2025. Gross prepayments during the three months ended March 31, 2026 totaled $153,538 by AIG-F&B, Inc., partially offset by $116,489 charged to cost of goods sold, resulting in a balance of $329,706 on March 31, 2026. Prepaid fulfillment costs are charged to the cost of goods sold as revenue is recognized.
|
FIXED ASSETS |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant, and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FIXED ASSETS | NOTE 5. FIXED ASSETS
Fixed assets consist of the following:
The SNBH fixed assets were fully depreciated as of the year ended December 31, 2025. Depreciation expense on the remaining machinery and equipment and product artwork was $2,577 and $969 for the three months ended March 31, 2026 and 2025, respectively, related to the subsidiaries’ fixed assets.
|
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INTANGIBLE ASSETS |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Asset, Goodwill and Other [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INTANGIBLE ASSETS | NOTE 6. INTANGIBLE ASSETS
The perpetual license for Aqua Emergency license was granted, and Goodwill of $532,473 was recorded, as part of acquisition of Aqua Emergency, Inc. and is not subject to amortization under ASC 350. Both the Goodwill and the Aqua Emergency license are reviewed for impairment each period. As of March 31, 2026 and December 31, 2025, no impairment was recognized.
Amortization expense was $1,708 and $0 for the three months ended March 31, 2026 and 2025, respectively, for website development.
|
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SHORT-TERM LOANS PAYABLE |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Debt Disclosure [Abstract] | |
| SHORT-TERM LOANS PAYABLE | NOTE 7. SHORT-TERM LOANS PAYABLE
Short-term loans payable consists of advances from related parties for operating expenses as part of an emergency funding agreement. The balance of $141,729 at March 31, 2026, consists of $122,251 payable to Serge Knazev, interim CEO, and $19,478 payable to Lee Puglisi, compared to $123,098 at December 31, 2025. The increase of $18,631 reflects new advances during the three months ended March 31, 2026. These loans are unsecured, bear no interest, and are due on demand.
|
NOTES PAYABLE |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Debt Disclosure [Abstract] | |
| NOTES PAYABLE | NOTE 8. NOTES PAYABLE
On August 19, 2025, the Company issued a note payable to Stephen Spanos in exchange for an account payable related to certain services rendered to the Company. Principal is $41,250. Interest accrues at a rate of 12% per annum. Interest expense was $1,238 and $0 as of March 31, 2026 and 2025, respectively. Accrued interest on this note was $3,048 as of March 31, 2026 and $1,810 as of December 31, 2025. No payments have been made against this note payable or interest.
|
CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITY |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Debt Disclosure [Abstract] | |
| CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITY | NOTE 9. CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITY
Convertible notes payable consists entirely of the GA3 Consortium convertible notes with a principal balance of $715,789 at both March 31, 2026 and December 31, 2025. Accrued interest increased from $724,690 at December 31, 2025 to $804,251 at March 31, 2026, reflecting $79,561 of interest accrued during the three months ended March 31, 2026.
The embedded calculation of the warrants and one convertible note resulted in a gain of $42,392 for the three months ended March 31, 2026 and a loss of $36,466 for the three months ended March 31, 2025. A residual derivative liability of $2,104 remains at March 31, 2026.
|
ACQUISITION CREDITS PAYABLE |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| ACQUISITION CREDITS PAYABLE | NOTE 10. ACQUISITION CREDITS PAYABLE
Acquisition credits payable of $2,640,712 represent contingent equity consideration issued to the former shareholders of AIG-F&B, Inc. in the amount of $595,440, of Aqua Emergency Florida in the amount of $1,905,272 and in extinguishment of accounts payable $140,000. The acquisition credits are solely settleable in shares of the Company’s common stock upon the achievement of revenue and EBITDA milestones as specified in the respective Share Exchange Agreements. There were no changes to acquisition credits payable during the three months ended March 31, 2026.
|
STOCKHOLDERS’ DEFICIT |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Equity [Abstract] | |
| STOCKHOLDERS’ DEFICIT | NOTE 11. STOCKHOLDERS’ DEFICIT
Preferred Stock
The Company has shares of Preferred Stock authorized at $ par value. As of March 31, 2026 and December 31, 2025, shares of Preferred Series B stock were issued and outstanding to SNBH Holding, Inc. with an aggregate value of $.
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. The Series B Preferred Stock is not convertible into any other class of stock.
Common Stock
The Company has shares of Common Stock authorized at $ par value. As of May 14, 2026, shares were issued and outstanding, retroactively adjusted for the 1-for-30 reverse recapitalization effective January 2, 2026, inclusive of issuance of fractional whole shares rounded to the next highest whole share. As of December 31, 2025, shares were issued and outstanding.
On January 2, 2026, the Company issued shares of its common stock to an individual in exchange for cash that had been received in February 2025.
On April 23, 2026 the Company issued shares from its Employee Benefit Plan.
There were other shares issued in the three months ended March 31, 2026.
On February 6, 2025, the Company issued shares of its common stock to an individual for consulting services.
On February 11, 2025, the Company issued shares of its common stock to George Furlan as a bonus related to the merger.
On February 11, 2025, the Company issued shares of its common stock to James Mansour in full settlement of his amount due for past services.
On February 26, 2025, the Company issued shares of its common stock to Pure Energy in exchange for the cancellation of all debt and related accrued interest.
On February 27, 2025, the Company issued shares of its common stock to Grace Court Advisors as a bonus related to the merger.
On March 11, 2025, the Company issued shares of its common stock to George Furlan as a bonus related to merger services.
On March 11, 2025, the Company issued shares of its common stock to a service provider for services.
On March 11, 2025, the Company issued shares of its common stock to Adriatic Advisors in exchange for the cancellation of all debt and related accrued interest.
On March 20, 2025, the Company issued to an investor who had purchased stock in May 2024, but was not issued at year end.
There were other issuances of common stock during the quarter ended March 31, 2025.
Employee Benefit Plan – 2026
During the three months ended March 31, 2026, the Board of Directors approved issuance of shares from the Sentient Brands Holdings, Inc. 2026 Employee Benefit Plan. As of May 14, 2026 shares have been issued.
|
COMMITMENTS AND CONTINGENCIES |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 12. COMMITMENTS AND CONTINGENCIES
On February 6, 2026, Gregg Templeton filed a Statement of Claim with the American Arbitration Association claiming Failure to Pay Wage, Failure to Reimburse Expenses; Statutory Wage Violation under New York Law; Fraud and Unjust Enrichment. The AAA rejected the claim due to the procedural process and improper venue election. After rejection by AAA, Templeton’s legal counsel advised the Company of his intention to petition a New York Court to accept the complaint under an arbitration demand. The petition was filed on March 25, 2026. The claim related to an Employment Agreement dated on or about February 28, 2019. On May 30, 2025, the Company received a demand letter from an attorney representing the contractor in the amount of $286,010 including wages, expenses and interest. Mr. Templeton asserts interest has continued to accrue and the current claim now exceeds $300,000. Templeton was terminated by the Company in January of 2021 after an unauthorized diversion of $40,000 in Company funds to Templeton’s personal accounts was discovered by the Company, as well as his being barred by FINRA from certain aspects of any securities business, for similar conduct on multiple prior occasions. The Company disputes the claim in its entirety but has maintained an accrual of $54,525 related to the dispute. This amount was recorded on March 31, 2022 as an account payable for services in that quarter. The Company has not made any change to its accrual as of this time. The Company will defend itself vigorously and assert claims of misconduct against the former contractor.
|
RELATED PARTY TRANSACTIONS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 13. RELATED PARTY TRANSACTIONS
As of March 31, 2026, $141,729 in short-term loans payable is owed to related parties: $122,251 to Serge Knazev, interim CEO, and $19,478 to Lee Puglisi, an investor through an emergency funding agreement. These loans are non-interest-bearing and due on demand. Refer to Note 14. for subsequent changes in executive management.
|
SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 14. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 14, 2026, the date these financial statements were available to be issued.
On May 1, 2026, the Board of Directors held a meeting at which it formally accepted the resignation of George Furlan from his positions as Director and Chief Executive Officer of the Company. Mr. Furlan’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
At the same meeting, the Board approved the appointment of Serge Knazev as Interim Chief Executive Officer, effective May 1, 2026. Mr. Knazev previously served and continues to serve as President and Chief Operating Officer. The Company intends to conduct a search for a permanent Chief Executive Officer.
On April 23, 2026, the Company issued shares from its Employee Benefit Plan.
The Company is not aware of any other material subsequent events requiring disclosure. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Accounting Policies [Abstract] | |
| Uses of Estimates | Uses of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates.
|
| Cash | 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 | Revenue Recognition
Revenue is recognized under ASC 606 when control of goods is transferred to customers. The Company’s revenues are generated through its consolidated subsidiaries: AIG-F&B, Inc. (wholesale distribution and food & beverage services) and Aqua Emergency, Inc. (product sales, services, and shipping). For the three months ended March 31, 2026, consolidated revenues totaled $230,711, after elimination of $159,924 in intercompany transactions between subsidiaries.
|
| Net Income (Loss) Per Common Share |
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings per share gives effect to dilutive potential common shares including convertible notes and warrants. For the three months ended March 31, 2026, basic and diluted EPS are the same as all potentially dilutive securities are anti-dilutive given the Company’s capital structure.
|
| Stock-Based Compensation |
In accordance with ASC 718, the Company measures compensation cost for share-based awards at fair value on the grant date and recognizes expenses over the vesting period. During the three months ended March 31, 2026, the Company’s Board approved issuance of shares from the 2026 Employee Benefit Plan. The expense related to these shares were accrued for the year ended December 31, 2025.
|
| Depreciation and Amortization | Depreciation and Amortization
Property, plant and equipment is depreciated on a straight-line basis over estimated useful lives of 3–15 years. Intangible assets with finite useful lives are amortized on a straight-line basis. For the three months ended March 31, 2026, the Company recorded $2,577 of depreciation expense and $1,708 of amortization expense, totaling $4,285.
|
| Derivative Financial Instruments | Derivative Financial Instruments
The Company evaluates all financial instruments for bifurcation of embedded derivatives under ASC 815. For the three months ending March 31, 2026 a gain of $42,392 was realized on the embedded derivative calculation compared to a loss during the three months ended March 31, 2025 of $36,466.
|
| Fair Value of Financial Instruments | Fair Value of Financial Instruments
The Company measures derivative liabilities at fair value using Level 3 unobservable inputs (Black-Scholes model). The derivative liability was $44,496 at December 31, 2025 and $2,104 at March 31, 2026. The fair value of all other financial instruments approximates carrying value due to their short-term nature.
|
| Income Taxes | Income Taxes
Income taxes are accounted for under ASC 740. The Company has significant deferred tax assets arising from net operating loss carryforwards, which are fully offset by a valuation allowance as management has concluded it is more likely than not that the deferred tax assets will not be realized. No income tax provision or benefit has been recognized for the three months ended March 31, 2026 or March 31, 2025.
|
| Segment Reporting | 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 Interim Chief Executive Officer (“CEO”). The Company has determined that it operates as a single operating segment and has one reportable segment.
|
| Impairment of Long-Lived Assets | Impairment of Long-Lived Assets
Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold, and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
|
| Recently Issued Accounting Standards | Recently Issued 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, except as follows:
ASU 2024-04, Improvements to Accounting for Certain Convertible Instruments: This standard simplifies the accounting for instruments like the Company’s acquisition credits payable and convertible notes by eliminating specific separation models, which is expected to reduce future complexity and may result in a non-cash adjustment upon adoption in 2027.
ASU 2023-09, Improvements to Income Tax Disclosures, requires increased transparency regarding rate reconciliation and Net Operating Loss (NOL) carryforward categories. The Company continues to evaluate the enhanced disclosure requirements of this standard. |
FIXED ASSETS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant, and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF FIXED ASSETS | Fixed assets consist of the following:
|
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INTANGIBLE ASSETS (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Asset, Goodwill and Other [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF INTANGIBLE ASSETS |
|
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ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) |
3 Months Ended | |||
|---|---|---|---|---|
Jan. 02, 2026 |
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
|
| Accounting Policies [Abstract] | ||||
| Reverse recapitalization | reverse recapitalization of its common stock at a ratio of 1-for-30 | |||
| Accumulated deficit | $ 6,425,970 | $ 6,332,894 | ||
| Net loss | $ 93,076 | $ 472,226 | ||
RESTATEMENTS (Details Narrative) - USD ($) |
3 Months Ended | ||||
|---|---|---|---|---|---|
Apr. 23, 2026 |
Jan. 02, 2026 |
Feb. 11, 2025 |
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
| Additional interest expense | $ 28,556 | ||||
| Derivative loss | $ 42,392 | (36,466) | |||
| Management fees | $ 47,500 | $ 151,100 | |||
| Common shares issued for cash, shares | 0 | 0 | |||
| Common Stock [Member] | |||||
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
| Common shares issued for cash, shares | 300,000 | 20,000 | 122,667 | 20,000 | 33,334 |
| Revision of Prior Period, Error Correction, Adjustment [Member] | |||||
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
| Management fees | $ 117,760 | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
|
| Accounting Policies [Abstract] | |||
| Revenues | $ 230,711 | ||
| Intercompany transaction cost | $ 159,924 | ||
| Share issuance of employee benefit plan | 785,000 | ||
| Depreciation expense | $ 2,577 | ||
| Amortization expense | 1,708 | 0 | |
| Depreciation, depletion and amortization | 4,285 | 969 | |
| Derivative loss | 42,392 | (36,466) | |
| Derivative liability | 2,104 | $ 44,496 | |
| Income tax provision | $ 0 | $ 0 | |
PREPAID FULFILLMENT COSTS (Details Narrative) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Dec. 31, 2025 |
|
| Defined Benefit Plan Disclosure [Line Items] | ||
| Prepaid fulfillment costs | $ 329,706 | $ 344,637 |
| Third Party [Member] | ||
| Defined Benefit Plan Disclosure [Line Items] | ||
| Increase decrease in prepaid inventory | $ 344,637 | |
| Gross prepayments of related party | 153,538 | |
| Partially offset amount | 116,489 | |
| Prepaid fulfillment costs | $ 329,706 |
SCHEDULE OF FIXED ASSETS (Details) - USD ($) |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Property, Plant, and Equipment [Line Items] | ||
| Total fixed assets, gross | $ 144,726 | $ 144,726 |
| Accumulated depreciation | (50,197) | (47,620) |
| Fixed assets, net | 94,529 | 97,106 |
| Machinery and Equipment [Member] | ||
| Property, Plant, and Equipment [Line Items] | ||
| Total fixed assets, gross | 77,044 | 77,044 |
| Product Artwork [Member] | ||
| Property, Plant, and Equipment [Line Items] | ||
| Total fixed assets, gross | 25,849 | 25,849 |
| Machinery and Equipment SNBH [Member] | ||
| Property, Plant, and Equipment [Line Items] | ||
| Total fixed assets, gross | 38,777 | 38,777 |
| Computer Equipment SNBH [Member] | ||
| Property, Plant, and Equipment [Line Items] | ||
| Total fixed assets, gross | $ 3,056 | $ 3,056 |
FIXED ASSETS (Details Narrative) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Property, Plant, and Equipment [Line Items] | ||
| Depreciation expense | $ 2,577 | |
| Product Artwork [Member] | ||
| Property, Plant, and Equipment [Line Items] | ||
| Depreciation expense | $ 2,577 | $ 969 |
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Impairment Effects on Earnings Per Share [Line Items] | ||
| Total intangible assets, gross | $ 1,702,969 | $ 1,702,969 |
| Accumulated amortization | (4,332) | (2,624) |
| Intangible assets, net | 1,698,638 | 1,700,345 |
| Licenses Aqua Emergency, Inc. [Member] | ||
| Impairment Effects on Earnings Per Share [Line Items] | ||
| Total intangible assets, gross | 1,150,000 | 1,150,000 |
| Goodwill [Member] | ||
| Impairment Effects on Earnings Per Share [Line Items] | ||
| Total intangible assets, gross | 532,473 | 532,473 |
| Website Development [Member] | ||
| Impairment Effects on Earnings Per Share [Line Items] | ||
| Total intangible assets, gross | $ 20,496 | $ 20,496 |
INTANGIBLE ASSETS (Details Narrative) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
|
| Intangible Asset, Goodwill and Other [Abstract] | |||
| Goodwill | $ 532,473 | $ 532,473 | |
| Amortization expense | $ 1,708 | $ 0 | |
SHORT-TERM LOANS PAYABLE (Details Narrative) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
|
| Loan payable | $ 141,729 | $ 123,098 | |
| Proceeds from short term loans | 18,631 | ||
| Chief Executive Officer [Member] | |||
| Loan payable | 122,251 | ||
| Lee Puglisi [Member] | |||
| Loan payable | $ 19,478 | ||
NOTES PAYABLE (Details Narrative) - USD ($) |
Mar. 31, 2026 |
Dec. 31, 2025 |
Aug. 19, 2025 |
Mar. 31, 2025 |
|---|---|---|---|---|
| Defined Benefit Plan Disclosure [Line Items] | ||||
| Notes and Loans Payable, Current | $ 1,238 | $ 0 | ||
| Interest Payable, Current | $ 3,048 | $ 1,810 | ||
| Stephen Spanos [Member] | ||||
| Defined Benefit Plan Disclosure [Line Items] | ||||
| Notes Payable | $ 41,250 | |||
| Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITY (Details Narrative) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
|
| Debt Disclosure [Abstract] | |||
| Convertible Notes Payable | $ 715,789 | $ 715,789 | |
| Accrued interest | 804,251 | 724,690 | |
| Interest expense | 79,561 | ||
| Derivative loss | 42,392 | $ (36,466) | |
| Derivative liability | $ 2,104 | $ 44,496 | |
ACQUISITION CREDITS PAYABLE (Details Narrative) |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
USD ($)
| |
| Stock issued during the period, value | $ 2,640,712 |
| Increase (Decrease) in Accounts Payable | 140,000 |
| AIG With F&B [Member] | |
| Stock issued during the period, value | 595,440 |
| Acqua Emergency Florida [Member] | |
| Stock issued during the period, value | $ 1,905,272 |
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
May 30, 2025 |
Mar. 31, 2026 |
Dec. 31, 2025 |
|
| Loss Contingencies [Line Items] | |||
| Commitment contingencies | $ 40,000 | ||
| Mr Templeton [Member] | |||
| Loss Contingencies [Line Items] | |||
| Asserts interest | $ 300,000 | ||
| Dispute With Former Contractor [Member] | |||
| Loss Contingencies [Line Items] | |||
| Wages and other expenses | $ 286,010 | ||
| Accrual amount related to dispute | $ 54,525 |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Related Party Transaction [Line Items] | ||
| Loan payable | $ 141,729 | $ 123,098 |
| Chief Executive Officer [Member] | ||
| Related Party Transaction [Line Items] | ||
| Loan payable | 122,251 | |
| Lee Puglisi [Member] | ||
| Related Party Transaction [Line Items] | ||
| Loan payable | 19,478 | |
| Related Party [Member] | ||
| Related Party Transaction [Line Items] | ||
| Loan payable | 141,729 | |
| Related Party [Member] | Chief Executive Officer [Member] | ||
| Related Party Transaction [Line Items] | ||
| Loan payable | 122,251 | |
| Related Party [Member] | Lee Puglisi [Member] | ||
| Related Party Transaction [Line Items] | ||
| Loan payable | $ 19,478 |
SUBSEQUENT EVENTS (Details Narrative) - shares |
May 01, 2026 |
May 14, 2026 |
Apr. 23, 2026 |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|---|---|---|
| Subsequent Event [Line Items] | |||||
| Common stock, shares issued | 4,137,771 | 4,117,771 | |||
| Subsequent Event [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Subsequent event | On May 1, 2026, the Board of Directors held a meeting at which it formally accepted the resignation of George Furlan from his positions as Director and Chief Executive Officer of the Company. Mr. Furlan’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. | ||||
| Common stock, shares issued | 4,437,771 | ||||
| Subsequent Event [Member] | Investor [Member] | Sentient Brand Holdings Inc [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Common stock, shares issued | 300,000 | 300,000 |