Sentient Brands Holdings Inc. - 10-K

ITEM 1A. RISK FACTORS

You should carefully consider the following material risk factors as well as all other information set forth or referred to in this report before purchasing shares of our common stock. Investing in our common stock involves a high degree of risk. The Company believes all material risk factors have been presented below. If any of the following events or outcomes actually occurs, our business operating results and financial condition would likely suffer. As a result, the trading price of our common stock could decline, and you may lose all or part of the money you paid to purchase our common stock.

Risks Related to Our Business and Industry

The Company is an early-stage company with very limited operating history. Such limited operating history may not provide an adequate basis to judge our future prospects and results of operations.

We have a limited operating history. We have limited experience and operating history in which to assess our future prospects as a company, and this limited experience is compounded by our recent shift in business towards product development and sales. In addition, the market for our products is highly competitive. If we fail to successfully develop and offer our products and services in an increasingly competitive market, we may not be able to capture the growth opportunities associated with them or recover our development and marketing costs, and our future results of operations and growth strategies could be adversely affected. Our limited history may not provide a meaningful basis for investors to evaluate our business, financial performance, and prospects.

We may fail to successfully execute our business plan.

Our shareholders may lose their entire investment if we fail to execute our business plan. Our prospects must be considered in light of the following risks and uncertainties, including but not limited to, competition, the erosion of ongoing revenue streams, the ability to retain experienced personnel and general economic conditions. We cannot guarantee that we will be successful in executing our business plan. If we fail to successfully execute our business plan, we may be forced to cease operations, in which case our shareholders may lose their entire investment.

We have a history of losses and may have to further reduce our costs by curtailing future operations to continue as a business.

Historically we have had operating losses and our cash flow has been inadequate to support our ongoing operations. For the year ended December 31, 2024, we had a net loss of $904,624, with a working capital deficit of $2,752,810 and as of December 31, 2025, we had a net loss of $1,201,577 and a working capital deficit of $3,902,970. Included in the working capital deficit for December 31, 2025 is $2,640,712 of Acquisition Credits for acquiring the subsidiaries AIGFB & AE NV, in the amount of $2,500,712, in addition to an issuance of $140,000 for a reduction in accounts payable. Our ability to fund our capital requirements out of our available cash and cash generated from our operations depends on a number of factors, including our ability to gain market acceptance of our products and continue growing our existing operations. If we cannot generate positive cash flow from operations, we will have to reduce our costs and try to raise working capital from other sources. These measures could materially and adversely affect our ability to execute our operations and expand our business.

The Company may suffer from lack of availability of additional funds.

We expect to have ongoing needs for working capital in order to fund operations and to continue to expand our operations. To that end, we may be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital on favorable terms, if at all. If the Company is successful, whether the terms are favorable or unfavorable, there is a potential that we will fail to comply with the terms of such financing, which could result in severe liability for our Company. If the Company is unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities, or (d) seek protection from creditors. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.

In addition, if the Company is unable to generate adequate cash from operations, and if the Company is unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

The commercial success of our products is dependent, in part, on factors outside our control .

The commercial success of our products is dependent upon unpredictable and volatile factors beyond our control, such as the success of our competitors’ products. Our failure to attract market acceptance and a sustainable competitive advantage over our competitors would materially harm our business.

The Company is attempting to launch brands in new markets and with new products. Our inability to effectively execute our business plan in relation to these new brands could negatively impact our business.

Launching new products into new markets is risky and requires extensive marketing and business expertise. There can be no assurances we will have the capital, personnel resources, or expertise to be successful in launching these new business efforts.

Our business and financial performance may be adversely affected by downturns in the target markets that we serve or reduced demand for the types of products we sell.

Demand for our products is often affected by general economic conditions as well as product-use trends in our target markets. These changes may result in decreased demand for our products. The occurrence of these conditions is beyond our ability to control and, when they occur, they may have a significant impact on our sales and results of operations. The inability or unwillingness of our customers to pay a premium for our products due to general economic conditions or a downturn in the economy may have a significant adverse impact on our sales and results of operations.

The Company’s industry is highly competitive, and we have less capital and resources than many of our competitors which may give them an advantage in developing and marketing products similar to ours or make our products obsolete.

The Company is involved in a highly competitive industry where we may compete with numerous other companies who offer alternative methods or approaches, who may have far greater resources, more experience, and personnel perhaps more qualified than we do. Such resources may give our competitors an advantage in developing and marketing products similar to ours or products that make our products less desirable to consumers or obsolete. There can be no assurance that we will be able to successfully compete against these other entities.

We may be unable to respond to the rapid change in the industry and such change may increase costs and competition that may adversely affect our business

Rapidly changing technologies, frequent new product and service introductions and evolving industry standards characterize our market. The continued growth of the Internet and intense competition in our industry exacerbates these market characteristics. Our future success will depend on our ability to adapt to rapidly changing trends and capitalize on them. We may experience difficulties that could delay or prevent the successful development, introduction or marketing of our products. In addition, any new enhancements must meet the requirements of our current and prospective customers and must achieve significant market acceptance. We could also incur substantial costs if we need to modify our products and services or infrastructures to adapt to these changes. We also expect that new competitors may introduce products or services that are directly or indirectly competitive with us. These competitors may succeed in developing products and services that have greater functionality or are less costly than our products and services and may be more successful in marketing such products and services. Technological changes have lowered the cost of operating, communications and computer systems and purchasing software. These changes reduce our cost of selling products and providing services, but also facilitate increased competition by reducing competitors’ costs in providing similar products and services. This competition could increase price competition and reduce anticipated profit margins.

Our acquisition strategy creates risks for our business.

We expect that we will pursue acquisitions of other businesses, assets or technologies to grow our business. We may fail to identify attractive acquisition candidates, or we may be unable to reach acceptable terms for future acquisitions. We might not be able to raise enough cash to compete for attractive acquisition targets. If the Company is unable to complete acquisitions in the future, our ability to grow our business at our anticipated rate will be impaired. We may pay for acquisitions by issuing additional shares of our Common Stock, which would dilute our stockholders, or by issuing debt, which could include terms that restrict our ability to operate our business or pursue other opportunities and subject us to meaningful debt service obligations. We may also use significant amounts of cash to complete acquisitions. To the extent that we complete acquisitions in the future, we likely will incur future depreciation and amortization expenses associated with the acquired assets. We may also record significant amounts of intangible assets, including goodwill, which could become impaired in the future. Acquisitions involve numerous other risks, including:

difficulties integrating the operations, technologies, services and personnel of the acquired companies;

challenges maintaining our internal standards, controls, procedures and policies;

diversion of management’s attention from other business concerns;

over-valuation by us of acquired companies;

litigation resulting from activities of the acquired company, including claims from terminated employees, customers, former stockholders and other third parties;

insufficient revenues to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired companies;

insufficient indemnification or security from the selling parties for legal liabilities that we may assume in connection with our acquisitions;

entering markets in which we have no prior experience and may not succeed;

risks associated with foreign acquisitions, such as communication and integration problems resulting from geographic dispersion and language and cultural differences, compliance with foreign laws and regulations and general economic or political conditions in other countries or regions;

potential loss of key employees of the acquired companies; and

impairment of relationships with clients and employees of the acquired companies or our clients and employees as a result of the integration of acquired operations and new management personnel.

Our management team’s attention may be diverted by recent acquisitions and searches for new acquisition targets, and our business and operations may suffer adverse consequences as a result.

Mergers and acquisitions are time intensive, requiring significant commitment of our management team’s focus and resources. If our management team spends too much time focused on recent acquisitions or on potential acquisition targets, our management team may not have sufficient time to focus on our existing business and operations. This diversion of attention could have material and adverse consequences on our operations and our ability to be profitable.

We may be unable to scale our operations successfully.

Our growth strategy will place significant demands on our management, financial, administrative and other resources. Operating results will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative and other resources. If the Company is unable to respond to and manage changing business conditions, or the scale of its operations, then the quality of its services, its ability to retain key personnel, and its business could be harmed.

The Company may suffer from a lack of liquidity.

By incurring indebtedness, the Company subjects itself to increased debt service obligations which could result in operating and financing covenants that would restrict our operations and liquidity. This would impair our ability to hire the necessary senior and support personnel required for our business, as well carry out its acquisition strategy and other business objectives.

The requirements of remaining a public company may strain our resources and distract our management, which could make it difficult to manage our business.

The Company is required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements are time-consuming and expensive and could have a negative effect on our business, results of operations and financial condition.

The audit firm included a “going concern” note in its audit report.

As noted in our audited financials for the years ended December 31, 2025 and December 31, 2024, we’ve sustained recurring operating losses and our accumulated deficit raises substantial doubt about our ability to continue as a going concern. We may not have enough funds to sustain the business until it becomes profitable. Even if we obtain financing, we may not accurately anticipate how quickly we may use the funds and whether these funds are sufficient to bring the business to profitability.

The Company is required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal control over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In the event that our Chief Executive Officer or Chief Financial Officer determines that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our securities will be affected; however, we believe that there is a risk that investor confidence and the market value of our securities may be negatively affected.

Risks Related to Our Common Stock

Our stock price has experienced volatility and may continue to experience volatility, and as a result, investors in its common stock could incur substantial losses.

The Company’s stock price has fluctuated in the past, has recently been volatile, and may be volatile in the future. During 2025, the highest bid price for our common stock was $0.107 per share, while the lowest bid price during that period was $0.012 per share. The Company may incur rapid and substantial decreases in its stock price in the foreseeable future that are unrelated to its operating performance or prospects. The stock market has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may experience losses on their investment in the Company’s common stock. The trading price of our common stock could continue to fluctuate widely.

These broad market and industry factors may seriously harm the market price of the Company’s common stock, regardless of its operating performance. Since the stock price of its common stock has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in its common stock could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against the Company, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect its business, financial condition, results of operations and growth prospects. There can be no guarantee that the Company’s stock price will remain at current prices or that future sales of its common stock will not be at prices lower than those sold to investors.

In addition, the securities markets in general have experienced extreme price and trading volume volatility in the past. The trading prices of securities of many companies at our stage of growth have fluctuated broadly, often for reasons unrelated to the operating performance of the specific companies. These general market and industry factors may adversely affect the trading price of our common stock, regardless of our actual operating performance. If our stock price is volatile, we could face securities class action litigation, which could result in substantial costs and a diversion of management’s attention and resources and could cause our stock price to fall.

The Company is subject to the “penny stock” rules which adversely affect the liquidity of our Common Stock.

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our Common Stock is less than $5.00 per share and therefore the Company is considered a “penny stock” according to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our Common Stock and therefore reduce the liquidity of the public market for our shares should one develop.

Securities which are traded on the OTCID®, may not provide as much liquidity for our investors as more recognized senior exchanges such as the Nasdaq stock market or other national or regional exchanges.

The Company’s Common Stock is currently quoted on the OTCID Markets under the symbol of “SNBH”. OTC Markets is a computer network that provides information on current “bids” and “asks”, as well as volume information. As of the date hereof, no active trading market has developed for our Common Stock. Securities traded on OTC Markets are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on OTC Markets. Quotes for stocks included on OTC Markets are not listed in newspapers and are often unavailable at many of the online websites which publish stock quotes. Therefore, prices for securities traded solely on OTC Markets may be difficult to obtain and holders of our securities may be unable to resell their securities at or near their original acquisition price, or at any price.

On October 30, 2025, the Company filed a Certificate of Amendment of Articles of Incorporation (the “Certificate”) with the State of Nevada to effect a Reverse Recapitalization of its outstanding shares of common stock at a ratio of 1 for 30 (1:30) (the “Reverse Recapitalization”). In connection with the Amendment, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Reverse Recapitalization was implemented by FINRA on January 2, 2026.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our Common Stock, which could depress the price of our Common Stock.

FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our shares of Common Stock, have an adverse effect on the market for our shares of Common Stock, and thereby depress our price per share of Common Stock.

The sale of the additional shares of Common Stock could cause the value of our Common Stock to decline.

The sale of a substantial number of shares of our Common Stock, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish.

The Common Stock constitutes restricted securities and is subject to limited transferability.

The Common Stock should be considered a long-term, illiquid investment. The Common Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and cannot be sold without registration under the Securities Act or any exemption from registration. In addition, the Common Stock is not registered under any state securities laws that would permit their transfer. Because of these restrictions and the absence of an active trading market for our securities, a stockholder will likely be unable to liquidate an investment even though other personal financial circumstances would dictate such liquidation.

Because we will likely issue additional shares of our Common Stock, investment in the Company could be subject to substantial dilution.

Investors’ interests in the Company will be diluted and Investors may suffer dilution in their net book value per share when we issue additional shares. The Company is authorized to issue 500,000,000 shares of Common Stock, $0.001 par value per share, and 25,000,000 shares of preferred stock, $0.001 par value per share. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our Common Stock. If we do sell or issue more Common Stock, investors’ investment in the Company will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in the Company’s Common Stock could seriously decline in value.

Our Common Stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.

Under a regulation of the SEC known as “Rule 144,” a person who beneficially owns restricted securities of an issuer and who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such person has held the restricted securities for a prescribed period, which would be six months for shares of a company which has never been a shell company. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a business combination related shell company) or, unless certain conditions are met, that has been at any time previously a shell company.

The SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

As a result of the Closing of the Reorganization as described in Items 1.01 and 2.01, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.

While we believe that as a result of the Closing of the Reorganization, the Company ceased to be a shell company, the SEC and others whose approval is required in order for shares to be sold under Rule 144 might take a different view.

Rule 144 is available for the resale of securities of former shell companies if and for as long as the following conditions are met:

(i) the issuer of the securities that was formerly a shell company has ceased to be a shell company,

(ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

(iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

(iv) at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.”

Shareholders who receive the Company’s restricted securities will not be able to sell them pursuant to Rule 144 without registration until the Company has met the other conditions to this exception and then for only as long as the Company continues to meet the condition described in subparagraph (iii), above, and is not a shell company. No assurance can be given that the Company will meet these conditions or that, if it has met them, it will continue to do so, or that it will not again be a shell company.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board.

If the Company is unable to comply with the financial reporting requirements mandated by the SEC’s regulations, investors may lose confidence in our financial reporting and the price of our common stock, if a market ever does develop for it, could decline.

If we fail to maintain effective internal controls over financial reporting, our ability to produce timely, accurate and reliable periodic consolidated financial statements could be impaired. If we do not maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Exchange Act. Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline. In the past we have been delinquent in our SEC reporting and have not maintained adequate internal control over financial reporting. We remain current with our filing obligations with the SEC after the filing of this Form 10-K. However, there can be no assurance that we will be able to do so.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Unless otherwise indicated, references to the “Company,” “us” or “we” refer to Sentient Brands Holdings Inc. and its subsidiaries.

Special Note Regarding Forward-looking Statements

All statements other than statements of historical fact included in this Form 10-K 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-K, 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-K.

Overview

Sentient Brands is currently a next-generation brand platform focused on the acquisition, development, and commercialization of premium and functional consumer packaged goods (CPG) with an emphasis on wellness, sustainability, and emergency preparedness. The Company has implemented a product innovation and acquisition-driven growth strategy through its operating subsidiaries, focusing on consumer categories that offer long-term secular growth potential.

Going Concern

We have a limited operating history in the CPG sector, 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 $6,332,894 and $5,131,317 at December 31, 2025 and 2024, respectively and a working capital deficit of $3,902,970 and $2,752,810 at December 31, 2025 and 2024, respectively. Included in the working capital deficit for 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 consolidated financial statements for the year ended December 31, 2025 and December 31, 2024 contained an explanatory paragraph regarding our ability to continue as a going concern based upon cash used in operating activities and the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These factors, among others, raised substantial doubt about our ability to continue as a going concern. Our consolidated 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.

The accompanying consolidated financial statements, included in Item 8, 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.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes, acquisition credits payable and the valuation of equity transactions.

We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

Revenue Recognition

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

Our customers place orders for our products pursuant to their purchase orders and the Company is paid by our customers pursuant to our invoices. Each invoice calls for a fixed payment in a fixed period of time. We recognize revenue by selling and delivering our products under our customers’ purchase orders and our related invoices to our customers. Prepayments, if any, received from customers prior to the products being delivered are recorded as advance from customers. In these cases, when the products are delivered, the amount recorded as advance from customers is recognized as revenue.

Income Taxes

The Company is governed by the income tax laws of the United States. Income taxes are accounted for pursuant to ASC 740 “ Accounting for Income Taxes ,” which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. The charge for taxes is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. As a principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is changed to equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and we intend to settle its current tax assets and liabilities on a net basis.

Stock-based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC 718, “ Compensation - Stock Compensation ” which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expenses based on the fair value of the award at the reporting date. The awards to consultants and other third parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Business Combinations

As noted above, on May 12, 2025, the Company, through its wholly-owned subsidiary AIGFB, acquired Assets totaling $595,440 from American Industrial Group, Inc. (“AIG”). Consideration was Acquisition Credits (deferred contingent liability).

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

In accordance with the guidance applicable to asset acquisitions:

No goodwill has been recognized, as the transaction did not qualify as a business combination under ASC 805-10.

The asset values presented reflect the relative fair value allocation of the total purchase price among the identifiable assets acquired.

The consolidated financial statements do not include the results of operations or cash flows of the acquired assets prior to the acquisition date.

On July 5, 2025, Aqua Emergency, Inc. (Nevada), a 51%-owned subsidiary, acquired certain assets of Aqua Emergency, Inc. (AE FL ) valued at $1,905,272 under the July 5, 2025 Exchange Agreement. Consideration was Acquisition Credits (deferred contingent liability).

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

The Company acquired 51% controlling interest in AE NV and obtained control over all net assets as well as all rights to the business IP, contracts, customer lists, formulations and trade marks. SNBH paid fair value in issuing $1,905,272 Acquisition Credits to the shareholders of AE FL.

The Company recognized all the assets acquired as well as intangible assets such as trademarks, licenses, customer lists, contracts and goodwill.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired in a business combination. The Company accounts for goodwill in accordance with ASC 350, “Intangibles—Goodwill and Other” . Goodwill is not amortized but is tested for impairment at least annually, or whenever events or changes in circumstances indicate that the fair value of a reporting unit is less than its carrying amount. The Company performs its annual goodwill impairment test during the fourth quarter of the fiscal year. Impairment is measured by comparing the carrying value of the reporting unit, including goodwill, to its fair value. If the carrying amount exceeds the fair value, an impairment loss equal to that excess is recognized. The Company recorded goodwill of $532,473 in connection with the acquisition of a controlling interest in Aqua Emergency, Inc. (AE NV) on July 5, 2025.

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.

Fair value of financial instruments

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

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

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

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

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

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 President and Chief Operating Officer. The Company has determined that it operates as a single operating segment and has one reportable segment based on the consolidated results of SNBH as reviewed by the CODM.

Acquisition Credits

The Company has classified the Acquisition Credits issued to shareholders of AIG and AE FL as contingent liabilities in compliance with ASC 480-10-25 which classifies a financial instrument as a liability if all the following criteria are met.

It is mandatorily redeemable;

It requires or may require the issuer to repurchase it by transferring assets:

It is settled in a variable number of shares with monetary value fixed or indexed.

The Acquisition Credits meet the criteria and have been recorded as liabilities in the consolidated financial statements.

Related Party Transactions

During the year ended December 31, 2025, the Company issued the following shares of common stock and compensation to related parties:

1. George Furlan, its CEO, was issued 203,667 shares for management services, including a bonus of 66,667 shares related to the closing of exchange agreement with AIGFB and 137,000 shares for prior management services. He received $84,000 in compensation, of which $44,000 is accrued. These bonus issuances and debt conversions were not disclosed in the AIGFB Share Exchange Agreement and they were not approved by the new independent Board of Directors of the Company. The Company is reviewing eligibility and compliance for these transactions.

2. James Mansour, former Chief Marketing Officer, was issued 56,667 shares as full settlement of all previous obligations.

3. Evan Costaldo, former Legal Counsel, was issued 66,667 shares during the year ended December 31, 2025, with a total of 133,333 shares issued as compensation for the AIG & AIGFB acquisition. He invoiced $15,000 and $95,000 in services for the year ended December 31, 2025 and 2024, respectively, with $35,000 in unpaid balances. Costaldo’s retainer agreement for closing a reverse merger deal with American Industrial Group, Inc. was for a stipulated fixed fee of 100,000 shares and $30,000 in compensation. This exceeds contracted compensation by 33,333 shares and over $5,000 in total monetary compensation. Costaldo also invoiced a monthly fee of $5,000 as legal counsel. The reverse merger transaction did not occur and Costaldo resigned several months prior to the closing of the AIGFB deal. The Company believes these bonus and debt issuances, cash compensation and debt conversions were not approved by the new independent Board of Directors of the Company. The Company is reviewing eligibility and compliance for these transactions.

4. Steven Spanos, the former outside CFO, received a bonus of 33,333 shares related to the closing of exchange agreement with AIGFB in addition to $41,250 in compensation. Company believes these bonus and debt issuances are in breach of AIGFB Share Exchange Agreement and they were not approved by the new independent Board of Directors of the Company. The Company is reviewing eligibility and compliance for these transactions.

5 . Jelena Vadanjel-Doukas and John Doukas through their company Grace Court Advisors, LLC, received 10,000 shares for services and a bonus of 51,334 shares related to the closing of the exchange agreement with AIGFB. The Company believes these bonus and debt issuances, plus cash compensation received, are in breach of AIGFB Share Exchange Agreement and they were not approved by the new independent Board of Directors of the Company. The Company is reviewing eligibility and compliance for these transactions.

6 . Dante Jones, the former single member board chairman and CEO received a bonus of 33,334 shares related to the closing of exchange agreement with AIGFB. The Company believes these bonus and debt issuances, plus cash compensation received, are in breach of AIGFB Share Exchange Agreement and they were not approved by the new independent Board of Directors of the Company. The Company is reviewing eligibility and compliance for these transactions.

Additional relationships exist as follows:

1. Serge Knazev, President and Chief Operating Officer effective January 1st, 2026, is also an active investor and managing partner of American Industrial Group, Inc. (“AIG”). AIG is an investor in the Company, a source of operational funding through non-interest-bearing advances, and a manufacturing and fulfillment provider for the Company’s subsidiaries, including under the prepaid fulfillment arrangement entered into on December 31, 2025. To mitigate this inherent conflict of interest, Mr. Knazev has formally recused himself from all decisions involving AIG, its subsidiaries, and affiliated entities as well as his investments in SNBH and its subsidiaries. All existing and future transactions with AIG or its affiliates, including but not limited to acquisitions, pricing, credit, and fulfillment terms under ongoing arrangements, are subject to review and approval solely by the independent members of the Board of Directors, CFO and Legal Counsel, without participation by Mr. Knazev.

2. Dionne Pendleton, an independent member of the Board of Directors, is President of SNBH Holdings, Inc. which holds 1,000,000 shares of Preferred Series B of the Company. The shares are not held by Ms. Pendleton personally.

3 . Erskine Spriggs is the CEO and owner of Concent, Inc., the sole managing member of GA3 Consortium, LLC, which owns the Company’s notes and warrants which were purchased from Leonite Capital and Adriatic Advisors, LLC.

4 . Mr. Lee Puglisi, Mr. Serge Knazev and GA3 Consortium, LLC, have been providing funds for Company’s operations and overhead through non-interest bearing loans, as per Emergency Funding Agreement.

5. American Industrial Group, Inc. an investor and a majority limited member in GA3 Consortium, LLC.

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

Recent Accounting Pronouncements

We review newly issued accounting standards and pronouncements for the potential impact to the Company’s consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption. We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our consolidated financial condition, results of operations, cash flows or disclosures.

ASU 2024-04, Improvements to Accounting for Certain Convertible Instruments: This standard is highly relevant as it simplifies the accounting for instruments like the Company’s Acquisition Credits by eliminating specific separation models, which is expected to reduce future complexity and may result in a non-cash adjustment upon adoption in 2027. The impact of the potential non-cash adjustment cannot be reasonably anticipated at this time.

The Company continues to evaluate the enhanced disclosure requirements of ASU 2023-09, Improvements to Income Tax Disclosures, to ensure compliance with increased transparency mandates regarding rate reconciliation and Net Operating Loss (NOL) carryforward categories.

RESULTS OF OPERATIONS

Comparison of Results of Operations for the Years Ended December 31, 2025 and 2024.

Revenue

We generated revenue of $701,463 and $0, respectively, for the years ended December 31, 2025 and 2024. Sales were a result of activities associated with the acquisition of AIGFB in May 2025 and AE NV in July 2025. Revenue is net of inter-company sales elimination for the sales between the subsidiaries, as per GAAP.

Cost of Goods Sold

The Company had Cost of Goods Sold as a result of the revenue activities and incurred an expense of $509,026 for the year ended December 31, 2025 and $153,155 including a one time loss on obsolete inventory of $150,000 for the year ended December 31, 2024, respectively.

Operating Expenses

For the year ended December 31, 2025 and 2024, operating expenses consisted of the following:

Advertising and Marketing

General and Administrative

Legal and Professional

Management Fees

TOTAL OPERATING EXPENSES

The increase in Advertising is related to a trade show expense. General and Administrative expenses increased $84,104 due to $34,934 for additional filing fees and SEC related expenses and travel expenses increased by $49,145 for travel to manufacturers and customers related to our additional subsidiaries. See Consulting Services below for additional information.

Consulting Services

For the year ended December 31, 2025 and 2024, consulting expenses consisted of the following:

Accounting & Auditing

Other Advisory Services

Legal Fees

Management Fees

TOTAL CONSULTING EXPENSES

The primary reason for the increase in consulting fees is acquisition activity for AIGFB and AE NV. In addition, there was an increase of $71,720 for Investor Relations in Other Advisory Services. There was an adjustment to both the years ended December 31, 2025 and 2024 for services related to the CEO compensation of $44,000 and $54,500 that hadn’t previously been recorded. Bonuses and compensation were also issued to current and former company executives and consultants through shares of the Company and the Company is currently evaluating all past issuances for compliance, eligibility and possible restitution of these shares back to the Company. In addition, an adjustment of $129,500 to Retained Earnings was made for CEO compensation not recorded in the years 2021-2023.

Income (Loss) from Operations

As a result of the foregoing, for the year ended December 31, 2025, loss from operations amounted to $1,017,741 as compared to loss from operations of $944,833 for the year ended December 31, 2024.

Other Income (Expense)

Other income (expense) in total was ($183,836) for the year ended December 31, 2025, compared to $40,209 for the year ended December 31, 2024.

There were other income items of $113,653, with $98,653 in income for embedded derivative calculations for a convertible note and three warrants and a fraud claim adjudicated in the state of New Jersey which resulted in a claim for $25,000, of which $15,000 was received in the year ended December 31, 2025. No reserve for the additional $10,000 has been made as the collection is not reasonably assured. There was a gain on the embedded derivative for the year ended December 31, 2024 in the amount of $381,246.

The other expenses for the year ended December 31, 2025 and 2024 are related to interest expense, including default interest, in the amount of $297,489 and $341,037, respectively . There was a decrease in interest expense over the year ending December 31, 2024 due to conversion of several notes and interest payable into shares of common stock.

Income Taxes

We did not have any income taxes expense for the years ended December 31, 2025 and December 31, 2024.

Net Income (Loss)

Net loss for the years ended December 31, 2025 and 2024 were $1,201,577 and $904,624, respectively. The decrease in Net Loss was primarily due to the net profit contribution from the new acquisitions as the Company executed its acquisition strategy.

Liquidity and Capital Resources

The consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business.

To the extent the Company is successful in growing our business both organically and through acquisition, we continue to plan our working capital and the proceeds of any financing to finance such acquisition costs.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. On December 31, 2025 and 2024, we had a cash balance of $29,011 and $3,432, respectively. These funds are kept in financial institutions located in the United States.

Short-Term Liquidity and Capital Plan: The Company is actively pursuing several strategic financing and debt restructuring initiatives to address short-term liquidity and cash needs, as its ability to continue as a going concern is dependent on obtaining additional working capital funds through debt and equity financings. Key initiatives include:

Working with an institutional investor for an equity credit line starting with $250,000 and expandable to $1.5 million.

Working with short-term note holders on the conversion of their obligations into equity, continuing the strategy of converting notes and interest payable into common stock.

Working with the GA3 Consortium on note and warrant restructuring, including a freeze of the interest and the elimination of “toxic” debt provisions. The Company issued shares to GA3 Consortium, LLC for the conversion of accrued interest on a convertible note in the amount of $85,000 for the year ended December 31, 2025.

Working with GA3 Consortium on continuing to provide additional financing in the form of non-recursive, forgivable, interest free loans.

Cash flows from Operating Activities

Operating activities used $223,873 in cash the year ended December 31, 2025, as compared with cash used of $402,718 for the year ended December 31, 2024.

Our net loss of $1,201,577 is the main component of our negative cash flow in 2025. We recognized prepaid fulfillment costs for inventory transferred to AIG & AE FL of $(9,206), our accounts payable and prepaid expenses increased by $104,776 and we accrued $297,657 of interest for notes payable. The Company also had an increase in accounts receivable of $161,480.

For the year ended December 31, 2024, our net loss of $904,624 is the main component of our negative operating cash flow. This includes a write down of unsalable inventory of $150,000. Accounts payable decreased by $37,337.

Cash flows from Investing Activities

Cash used for investing activities was $35,896 and $0 in for the year ended December 31, 2025 and 2024, respectively. This was for web site and artwork development.

Cash flows from Financing Activities

Cash flows provided by financing activities during the year ended December 31, 2025 amounted to $285,348, as compared with $404,851, for the year ended December 31, 2024. We received $71,000 in cash from the sale of common stock that has not yet been issued, proceeds from short term loans of $164,348 net proceeds from the sale of common stock of $50,000 for the year ended December 31, 2025. During the year ended December 31, 2024 we received $317,297 in cash from the sale of common stock and $8,000 from the exercise of warrants to purchase common stock, shares were issued for common stock tht had not been issued of $68,054 and we received the proceeds from a short term loan in the amount of $11,500.

We will need to raise additional funds, particularly if the Company is unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other than working capital and advances received from related parties and funds received pursuant to securities purchase agreements, we presently have no other significant alternative source of working capital. We have used these funds to fund our operating expenses, pay our obligations and grow our company. We will need to raise significant additional capital to fund our operations and to provide working capital for our ongoing operations and obligations. Therefore, our future operation is dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if the Company is able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If the Company is unable to obtain additional financing, we will be required to cease our operations. To date, we have not considered this alternative, nor do we view it as a likely occurrence.

Going Concern

The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the year ended December 31, 2025, the Company incurred a net loss of $1,201,577. The Company had an accumulated deficit of $6,332,894 and a working capital deficit of $3,902,970. During the year ended December 31, 2024, the Company had a net loss of $904,624, an accumulated deficit of $5,131,317 and a working capital deficit of $2,752,810. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Included in the working capital deficit for the year ended December 31, 2025 is $2,640,712 of Acquisition Credits solely convertible into equity issued to acquire the subsidiaries AIGFG & AE NV, in the amount of $2,500,712, as well as an issuance of $140,000 in exchange for a reduction in accounts payable. The Company’s plan for its operating capital needs are discussed in the Liquidity and Capital Resources section above.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.