SNBH Restates Q3, Assets Down $51K, Net Loss Up on Acquisition Date Shift

TL;DR

**SNBH's restatement reveals sloppy accounting and a disputed note, signaling a risky bet for investors.**

AI Summary

SENTIENT BRANDS HOLDINGS INC. (SNBH) filed a 10-Q/A to correct financial statements for the three and nine months ended September 30, 2025. The restatement adjusted asset values from the Aqua Emergency-FL acquisition, changing the control date from August 15, 2025, to July 3, 2025, the Share Exchange Agreement execution date. This resulted in a decrease in total assets by $51,937 and an increase in Net Loss by $12,467 for the three months and $27,915 for the nine months ended September 30, 2025. The company reported sales of $373,822 for the three months and $484,723 for the nine months ended September 30, 2025, a significant increase from zero sales in the prior year periods. Despite the sales growth, SNBH posted a net loss of $3,979 for the three months and $891,412 for the nine months ended September 30, 2025. Legal and professional expenses surged to $559,693 for the nine months, up from $409,178 in 2024, and management fees increased to $447,105 from $140,000. Total liabilities stood at $4,142,464 as of September 30, 2025, with a stockholders' deficiency of $1,485,104.

Why It Matters

This restatement by SENTIENT BRANDS HOLDINGS INC. (SNBH) highlights significant internal control issues and accounting discrepancies, particularly concerning the timing and valuation of acquisitions. For investors, the reduction in assets by $51,937 and the increase in net loss by $27,915 for the nine-month period raise red flags about financial transparency and management's ability to accurately report. The dispute over a $41,250 note payable further complicates the financial picture, potentially impacting future liquidity and investor confidence. In a competitive CPG market, such financial instability could hinder SNBH's ability to effectively integrate its acquired brands like Original New York Seltzer and Aqua Emergency, making it challenging to compete with more financially robust players.

Risk Assessment

Risk Level: high — The risk level is high due to the restatement of financial statements, indicating material errors in previous filings. Specifically, the adjustment of asset values by $51,937 and the increase in net loss by $27,915 for the nine months ended September 30, 2025, point to significant accounting issues. Furthermore, the company explicitly states that the terms of a $41,250 note payable are 'disputed by the Company' (Note 5), which introduces legal and financial uncertainty.

Analyst Insight

Investors should exercise extreme caution and consider this a high-risk investment. Await further clarification on the disputed note payable and monitor future filings for consistent and accurate reporting before considering any position.

Financial Highlights

debt To Equity

N/A

revenue

$484,723

operating Margin

N/A

total Assets

$1,485,104

total Debt

$4,142,464

net Income

-$891,412

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $51,937 — Decrease in assets (Resulted from the restatement of the Aqua Emergency-FL acquisition)
• $12,467 — Increase in Net Loss for three months (Resulted from the restatement for the period ended September 30, 2025)
• $27,915 — Increase in Net Loss for nine months (Resulted from the restatement for the period ended September 30, 2025)
• $41,250 — Notes payable (Restated from accounts payable, with terms disputed by the Company)
• $373,822 — Sales for three months ended September 30, 2025 (Significant increase from $0 in the prior year period)
• $484,723 — Sales for nine months ended September 30, 2025 (Significant increase from $0 in the prior year period)
• $891,412 — Net loss for nine months ended September 30, 2025 (Despite sales, the company incurred a substantial loss)
• $559,693 — Legal and professional expenses for nine months (Increased from $409,178 in 2024, indicating rising operational costs)
• $4,142,464 — Total Liabilities (As of September 30, 2025, indicating significant debt burden)
• $1,485,104 — Total Stockholders' Deficiency (As of September 30, 2025, reflecting negative equity)

Key Players & Entities

• SENTIENT BRANDS HOLDINGS INC. (company) — Registrant and parent company
• SNBH (company) — Ticker symbol for Sentient Brands Holdings Inc.
• Aqua Emergency-FL (company) — Acquired entity whose asset valuation and acquisition date were restated
• Aqua Emergency-NV (company) — 51%-owned subsidiary that acquired assets from Aqua Emergency-FL
• SEC (regulator) — Securities and Exchange Commission, where the filing was made
• AIG-F&B, Inc. (company) — Wholly owned Nevada subsidiary operating as a manufacturing and distribution platform
• American Industrial Group (company) — Entity from which AIG-F&B, Inc. acquired assets
• Wyoming Bears, Inc. (company) — California-based specialized distributor of CPG, majority interest to be acquired
• Original New York Seltzer (company) — Brand distributed by SNBH subsidiaries
• American Red Cross (company) — Brand for which Aqua Emergency holds an exclusive license

FAQ

Risk Factors

• Restatement Impact on Financials [medium — financial]: The company restated its financial statements due to adjustments in asset values from the Aqua Emergency-FL acquisition. This resulted in a decrease in total assets by $51,937 and an increase in net loss by $12,467 for the three months and $27,915 for the nine months ended September 30, 2025. This indicates potential issues with accounting for acquisitions and control dates.
• Significant Net Loss Despite Sales Growth [high — financial]: Despite reporting sales of $373,822 for the three months and $484,723 for the nine months ended September 30, 2025, the company incurred a net loss of $3,979 and $891,412, respectively. This suggests that current revenue is not sufficient to cover operational costs.
• Surge in Legal and Professional Expenses [medium — operational]: Legal and professional expenses increased to $559,693 for the nine months ended September 30, 2025, from $409,178 in the prior year. This substantial increase points to rising operational complexities or potential legal challenges.
• Increased Management Fees [medium — operational]: Management fees rose significantly to $447,105 from $140,000 in the prior year. This could indicate increased executive compensation or consulting costs, impacting profitability.
• High Total Liabilities and Stockholders' Deficiency [high — financial]: As of September 30, 2025, total liabilities stood at $4,142,464, while the company had a stockholders' deficiency of $1,485,104. This indicates a precarious financial position with negative equity.
• Disputed Notes Payable Terms [low — legal]: The company restated notes payable from accounts payable, with terms disputed by the Company, amounting to $41,250. This highlights potential contractual disputes and uncertainty in financial reporting.

Industry Context

Sentient Brands Holdings Inc. operates in the consumer packaged goods (CPG) sector, with a strategic focus on wellness, sustainability, and emergency preparedness. This niche within CPG is experiencing growth driven by increasing consumer awareness of health and safety. The company aims to leverage brand acquisition and development to capitalize on these trends.

Regulatory Implications

The restatement of financial statements due to acquisition accounting issues highlights potential deficiencies in internal controls and reporting accuracy. Investors should monitor for any further SEC scrutiny or compliance issues arising from these restatements.

What Investors Should Do

1. Monitor future filings for consistent revenue growth and improved profitability to assess the sustainability of current sales figures.
2. Closely examine the resolution of disputed notes payable and the impact of increased legal and management fees on the company's bottom line.
3. Evaluate the company's strategy for managing its significant liabilities and addressing the existing stockholders' deficiency.
4. Assess the integration and performance of acquired entities, particularly Aqua Emergency-FL, given the accounting adjustments.

Key Dates

• 2025-07-03: Share Exchange Agreement execution date for Aqua Emergency-FL acquisition — Changed control date for acquisition accounting, impacting asset values and net loss.
• 2025-09-30: Restatement of financial statements for three and nine months ended September 30, 2025 — Corrected accounting for Aqua Emergency-FL acquisition, revealing impact on assets and net loss.
• 2025-10-01: Effective date for majority interest acquisition in Wyoming Bears, Inc. (WYB) — WYB results not included in current financial statements due to effective date, future impact to be seen.

Glossary

10-Q/A

An amended quarterly report filed with the SEC, used to correct previously filed information. (This filing is an amendment to a previous 10-Q, indicating that the company is correcting material information.)

Control Date

The date on which an acquirer obtains control over a target company, crucial for acquisition accounting. (The change in control date for the Aqua Emergency-FL acquisition directly impacted the reported asset values and net loss.)

Stockholders' Deficiency

A situation where a company's total liabilities exceed its total assets, resulting in negative equity. (Indicates a negative net worth for the company, a significant financial risk.)

MREs

Meals-Ready-to-Eat, typically non-perishable food items designed for emergency situations. (Mentioned as a product line for Aqua Emergency, Inc., a subsidiary.)

CPG

Consumer Packaged Goods, everyday items sold in large quantities, such as food, beverages, and toiletries. (Sentient Brands' core business focus is on CPG, particularly in wellness and emergency preparedness.)

Year-Over-Year Comparison

The current filing shows a significant shift from prior periods with the introduction of sales revenue, totaling $373,822 for the quarter and $484,723 for the nine months ended September 30, 2025, compared to zero in the prior year. However, this revenue growth is overshadowed by a substantial net loss of $891,412 for the nine-month period, and an increase in operational costs such as legal/professional fees and management fees. The company also reported a significant increase in total liabilities and a negative stockholders' equity, indicating a worsening financial position despite new revenue streams.

Key Financial Figures

• $0.001 — 6,772 shares of common stock, par value $0.001 per share, were issued and outstanding.
• $41,250 — f accounts payable to notes payable for $41,250, with an increase in interest accrued.
• $51,937 — ges resulted in a decrease in assets if $51,937. It also resulted in an increase in Net
• $12,467 — resulted in an increase in Net Loss of $12,467 and $27,915, respectively. SENTIENT B
• $27,915 — an increase in Net Loss of $12,467 and $27,915, respectively. SENTIENT BRANDS HOLDIN

Filing Documents

• e7062_10-qa.htm (10-Q/A) — 759KB
• e7062_ex31-1.htm (EX-31.1) — 16KB
• e7062_ex31-2.htm (EX-31.2) — 16KB
• e7062_ex32.htm (EX-32) — 8KB
• 0001731122-25-001707.txt ( ) — 3760KB
• snbh-20250930.xsd (EX-101.SCH) — 32KB
• snbh-20250930_cal.xml (EX-101.CAL) — 38KB
• snbh-20250930_def.xml (EX-101.DEF) — 106KB
• snbh-20250930_lab.xml (EX-101.LAB) — 264KB
• snbh-20250930_pre.xml (EX-101.PRE) — 213KB
• e7062_10-qa_htm.xml (XML) — 423KB

- FINANCIAL INFORMATION

PART I. - FINANCIAL INFORMATION 1 Item 1.

Financial Statements

Financial Statements 1 Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 1 Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 2 Consolidated Statement of Changes in Stockholders' Deficiency for the nine months ended September 30, 2025 and 2024 3 Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 5

Notes to Consolidated Financial Statements September 30, 2025

Notes to Consolidated Financial Statements September 30, 2025 6 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 19 Item 3

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 28 Item 4

Controls and Procedures

Controls and Procedures 28

- OTHER INFORMATION

PART II - OTHER INFORMATION 30 Item 1.

Legal Proceedings

Legal Proceedings 30 Item 1A.

Risk Factors

Risk Factors 30 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 30 Item 3. Defaults upon Senior Securities 31 Item 4. Mine Safety Disclosures 31 Item 5. Other Information 31 Item 6. Exhibits 32 FORWARD LOOKING STATEMENTS This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements. Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings "Risks Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K, in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers

Business

Business description The

financial statements presented are those of Sentient Brands Holdings Inc. ("the Company" or "SNBH"). The Company

financial statements presented are those of Sentient Brands Holdings Inc. ("the Company" or "SNBH"). The Company was incorporated under the laws of the State of California on March 22, 2004, and reincorporated in Nevada in 2021. Historically, the Company was engaged in media and IT equipment resales. The Company has since transitioned into a brand management and consumer product development business. Sentient Brands is currently a next-generation brand platform focused on the acquisition, development, and commercialization of premium and functional consumer packaged goods (CPG) with an emphasis on wellness, sustainability, and emergency preparedness. The Company has implemented a product innovation and acquisition-driven growth strategy through its operating subsidiaries, focusing on consumer categories that offer long-term secular growth potential. The Company's flagship subsidiaries include: 1. AIG-F&B, Inc. , a wholly owned Nevada subsidiary, which operates as a manufacturing and distribution platform for food, beverage, and wellness products, including shelf-stable and functional nutrition items. AIG F&B sources and produces consumer goods for the Company's brand portfolio and strategic partners, including Original New York Seltzer, Arctic Frost, and Burlone. 2. Aqua Emergency, Inc. (AENV) , a 51%-owned subsidiary, is a Florida-based specialized manufacturer and distributor of emergency water and meals-ready-to-eat (MREs). Aqua Emergency holds the exclusive license for American Red Cross branded emergency water and MREs and supplies federal, state, and municipal emergency agencies, NGOs, and commercial distributors. Products are engineered for extended shelf life, regulatory compliance, and rapid deployment. 3. Wyoming Bears, Inc. (WYB) , is a California-based specialized distributor of Consumer Packaged Goods (CPG) and supplies c-stores, big box retailers both domestically and internationally. Distributes such brands as Original New York Seltzer, B

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View this 10-Q/A filing on SEC EDGAR