Business Description

NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS Business description SENTIENT BRANDS HOLDINGS INC. (SNBH) 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. Nature of Operations and Principal Products/Channels The Company’s core operations are conducted through its consolidated subsidiaries, which manage manufacturing and distribution across omnichannel platforms including e-commerce, retail/wholesale, government procurement contracts, and international export. Key consolidated subsidiaries and their products include: ● AIG-F&B, Inc. (AIGFB): Serves as the manufacturing and distribution platform for food, beverage, and wellness CPG products, such as the heritage natural soda Original New York Seltzer and the vodka brand Arctic Frost . ● Aqua Emergency, Inc. (AE NV): A specialized manufacturer and distributor of emergency water and meals-ready-to-eat (MREs), holding the exclusive license for American Red Cross® Licensed Products . ● The product portfolio also includes the European wine, food, and beverage brand Burlone . 2025 Acquisitions The strategic acquisitions of AIGFB (May 2025) and AE NV (July 2025) fundamentally changed the operating business by moving the focus from incorporation history to active commerce. These transactions provided the necessary manufacturing infrastructure, distribution relationships, and brand rights, enabling the Company to generate its first consolidated operating revenues and resulting in a net profit contribution that decreased the overall net loss for 2025. Company History On May 12, 2025, the Company, through its wholly-owned subsidiary AIGFB, Inc., acquired Assets totaling $ 595,440 from American Industrial Group, Inc. (“AIG”). In consideration for the assets received, SNBH issued $ 595,440 of Acquisition Credits Payable as defined in the Share Exchange Agreement between the Company and AIG. The Company acquired machinery and equipment of $ 77,044 , inventory for sale of $ 283,452 and accounts receivable and other assets of $ 234,944 . On July 5, 2025, the Company acquired a 51% interest in AE NV in exchange for $ 1,905,272 of Acquisition Credits Payable as defined in the Share Exchange Agreement between the Company and AE NV. Assets acquired include accounts receivable of $ 200,659 , a perpetual license for intellectual property of $ 1,150,000 , prepaid assets of $ 22,140 and goodwill of $ 532,473 . On December 31, 2025, the Company acquired the remaining 49% in exchange for increasing an earn-out participation in the related Acquisition Credits Payable from 51% to 100%, and is currently a wholly-owned subsidiary. There was no additional consideration. On September 30, 2025, the Company entered into a share exchange agreement to acquire a majority interest in Wyoming Bears, Inc. (WYB). WYB is a California-based specialized distributor of consumer packaged goods (CPG) and supplies c-stores, big box retailers both domestically and internationally. It distributes such brands as Original New York Seltzer, Burlone, Bear Springs, and Arctic Frost. The Company and WYB executed an extension of the share exchange agreement to January 1, 2026. As a result of the effective date extension, the Company did not obtain control of WYB’s business. Therefore, the Company did not include the financial results in the accompanying consolidated financial statements. Effective January 1, 2026, the Company executed a reverse recapitalization of 1 for 30 of the existing common stock (the “Reverse Recapitalization”). All share and per share information have been adjusted to reflect this Reverse Recapitalization for the two years ended December 31, 2025. Basis of Presentation Our consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the SEC’s requirement for Smaller Reporting Companies (SRC). The Company has applied the scaled disclosures provisions available to SRC’s for the two years ended December 31, 2025 and 2024. We have summarized our most significant accounting policies.