SNBH Swings to Profit on Strategic Acquisitions, Asset Growth

TL;DR

**SNBH is finally generating revenue and turning a quarterly profit, but the massive increase in liabilities and accumulated deficit means it's still a high-risk bet on future acquisitions.**

AI Summary

SENTIENT BRANDS HOLDINGS INC. (SNBH) reported a significant turnaround in its financial performance for the three months ended September 30, 2025, achieving a net gain of $23,937, a substantial improvement from the net loss of $291,841 in the same period of 2024. This positive shift was driven by the introduction of sales, totaling $387,659 for the quarter, compared to zero sales in the prior year. For the nine months ended September 30, 2025, the company still reported a net loss of $863,497, but this was an improvement from the $933,749 net loss in the corresponding period of 2024. Key business changes include strategic acquisitions: AIG-F&B, Inc. on April 10, 2025, Aqua Emergency, Inc. on July 5, 2025, and Wyoming Bears, Inc. effective October 1, 2025, which significantly expanded its brand management and consumer product development business. The company's total assets surged from $23,296 as of December 31, 2024, to $2,709,297 as of September 30, 2025, primarily due to the acquisition of other assets totaling $2,008,697. Total liabilities also increased from $2,209,750 to $4,207,484, largely due to $2,640,712 in acquisition credits. The company's strategic outlook focuses on leveraging these acquisitions and brand equity to enter new product categories aligned with health, safety, and sustainability, aiming for sustainable value creation for shareholders.

Why It Matters

This filing signals a pivotal shift for SNBH, moving from a historical media and IT equipment reseller to an active brand management and CPG player. The substantial increase in assets and the introduction of revenue streams through strategic acquisitions like AIG-F&B and Aqua Emergency demonstrate a clear execution of their new business model. For investors, this indicates potential for future growth in the wellness and emergency preparedness sectors, though the significant increase in liabilities and ongoing accumulated deficit warrant careful consideration. The competitive landscape in CPG is fierce, but SNBH's focus on niche markets and exclusive licenses, such as American Red Cross branded emergency water, could provide a competitive edge. Employees and customers of the acquired entities will see SNBH's strategic vision directly impact their operations and product availability.

Risk Assessment

Risk Level: high — Despite a quarterly net gain, the company's accumulated deficit remains substantial at $(5,533,322) as of September 30, 2025. Total liabilities significantly outweigh total assets, with liabilities at $4,207,484 against assets of $2,709,297, indicating a precarious financial position. The reliance on acquisition credits and convertible notes payable also introduces significant dilution risk for existing shareholders.

Analyst Insight

Investors should approach SNBH with extreme caution, recognizing the high-risk, high-reward profile. While the shift to revenue generation and a quarterly profit is positive, the substantial accumulated deficit and high liabilities suggest significant financial instability. Monitor future filings closely for sustained profitability, debt reduction, and successful integration of acquired assets before considering a substantial investment.

Financial Highlights

debt To Equity

N/A

revenue

$387,659

operating Margin

N/A

total Assets

$2,709,297

total Debt

N/A

net Income

$23,937

eps

$0.000

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $23,937 — Net Gain (For the three months ended September 30, 2025, a significant improvement from a $291,841 net loss in the prior year.)
• $387,659 — Sales (Generated for the three months ended September 30, 2025, compared to zero sales in the same period of 2024, marking the introduction of revenue.)
• $2,709,297 — Total Assets (As of September 30, 2025, a substantial increase from $23,296 as of December 31, 2024, primarily due to acquisitions.)
• $4,207,484 — Total Liabilities (As of September 30, 2025, up from $2,209,750 as of December 31, 2024, largely driven by $2,640,712 in acquisition credits.)
• $(5,533,322) — Accumulated Deficit (As of September 30, 2025, indicating ongoing historical losses despite the recent quarterly gain.)
• $2,008,697 — Other Assets (Acquired during the nine months ended September 30, 2025, contributing significantly to the increase in total assets.)
• $0.000 — Net Gain Per Common Share (For the three months ended September 30, 2025, reflecting the small net gain distributed over a large number of shares.)
• 118,096,844 — Common Shares Outstanding (As of September 30, 2025, an increase from 70,920,517 shares as of December 31, 2024, indicating potential dilution.)
• $863,497 — Net Loss (Nine Months) (For the nine months ended September 30, 2025, an improvement from the $933,749 net loss in the same period of 2024.)
• $2,566,520 — Acquisition Credits Issued (For subsidiaries during the nine months ended September 30, 2025, a non-cash financing activity.)

Key Players & Entities

• SENTIENT BRANDS HOLDINGS INC. (company) — Registrant and parent company
• AIG-F&B, Inc. (company) — Wholly owned Nevada subsidiary, manufacturing and distribution platform for food, beverage, and wellness products
• Aqua Emergency, Inc. (AENV) (company) — 51%-owned subsidiary, specialized manufacturer and distributor of emergency water and MREs
• Wyoming Bears, Inc. (WYB) (company) — 51%-owned subsidiary, specialized distributor of Consumer Packaged Goods (CPG)
• American Industrial Group (company) — Transferred select rights, assets, and business lines to AIG F&B
• American Red Cross (company) — Brand for which Aqua Emergency holds an exclusive license for emergency water and MREs
• SEC (regulator) — Securities and Exchange Commission
• FINRA (regulator) — Financial Industry Regulatory Authority
• $23,937 (dollar_amount) — Net gain for the three months ended September 30, 2025
• $2,709,297 (dollar_amount) — Total assets as of September 30, 2025

FAQ

Risk Factors

• Accumulated Deficit and Historical Losses [high — financial]: The company has an accumulated deficit of $5,533,322 as of September 30, 2025. Despite a recent quarterly net gain, the nine-month period still shows a net loss of $863,497, indicating ongoing challenges in achieving sustained profitability.
• Significant Increase in Liabilities [medium — financial]: Total liabilities increased from $2,209,750 as of December 31, 2024, to $4,207,484 as of September 30, 2025. This rise is largely attributed to $2,640,712 in acquisition credits, which represent a non-cash financing activity and could impact future financial flexibility.
• Integration of Acquired Businesses [medium — operational]: The company has completed three strategic acquisitions (AIG-F&B, Inc., Aqua Emergency, Inc., and Wyoming Bears, Inc.) within the reporting period. Successful integration of these diverse operations is critical for realizing projected synergies and achieving the growth strategy.
• Dilution from Share Issuances [medium — financial]: Common shares outstanding increased from 70,920,517 as of December 31, 2024, to 118,096,844 as of September 30, 2025. This significant increase, potentially linked to acquisition credits, could dilute existing shareholders' equity.
• Dependence on Brand Partnerships and Licensing [medium — market]: The company's strategy relies on leveraging brand equity and licensing relationships, such as the exclusive license for American Red Cross branded emergency water and MREs. Any disruption in these partnerships could materially affect revenue and growth prospects.

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 the broader CPG market is experiencing growth driven by increasing consumer awareness of health, environmental impact, and personal safety. The company's strategy of acquiring and developing brands in these categories positions it to capitalize on these secular growth trends.

Regulatory Implications

The company's focus on food, beverage, and emergency preparedness products means it is subject to various regulatory bodies such as the FDA and potentially FEMA for its emergency supplies. Compliance with labeling, manufacturing, and safety standards is crucial. The exclusive license for American Red Cross branded products also implies adherence to specific brand usage guidelines and regulatory requirements for emergency goods.

What Investors Should Do

1. Monitor acquisition integration and synergy realization.
2. Analyze the impact of acquisition credits on future dilution and financial leverage.
3. Evaluate the sustainability of the recent quarterly net gain.

Key Dates

• 2025-04-10: Acquisition of AIG-F&B, Inc. — Marked a significant step in transitioning to a brand management and consumer product development business, adding a manufacturing and distribution platform.
• 2025-07-05: Acquisition of Aqua Emergency, Inc. — Expanded the company's portfolio into emergency preparedness products, securing an exclusive license for American Red Cross branded items.
• 2025-10-01: Acquisition of Wyoming Bears, Inc. — Further strengthened the consumer packaged goods distribution capabilities, enhancing reach to c-stores and big box retailers.
• 2025-09-30: End of Third Quarter — Reporting period for the 10-Q, showing a net gain of $23,937 and total assets of $2,709,297.

Glossary

Acquisition Credits

Credits issued to acquire subsidiaries, often representing a non-cash financing activity that can be convertible into company stock. (A significant component of the increase in total liabilities, representing a key element of the company's acquisition strategy.)

Accumulated Deficit

The cumulative net losses of a company over its history that have not been offset by net income. (Indicates the company's historical unprofitability, standing at $5,533,322 as of September 30, 2025.)

CPG

Consumer Packaged Goods, referring to products that consumers use up and replace on a regular basis. (The company's core business focus is on the development and commercialization of premium and functional CPGs.)

Earnout Structure

A provision in a merger or acquisition agreement that allows the seller to receive additional compensation if certain performance targets are met after the sale. (Used in the acquisition of AIG-F&B, Inc., where acquisition credits are convertible into shares under a performance-based earnout.)

Year-Over-Year Comparison

Compared to the prior year's comparable periods, Sentient Brands Holdings Inc. has shown a significant operational shift. For the three months ended September 30, 2025, the company reported its first sales of $387,659, leading to a net gain of $23,937, a stark contrast to the zero sales and $291,841 net loss in the prior year. While the nine-month net loss of $863,497 still reflects historical challenges, it represents an improvement from the $933,749 loss in the same period of 2024. The balance sheet reflects substantial growth in assets ($2,709,297 from $23,296) and liabilities ($4,207,484 from $2,209,750) due to strategic acquisitions.

Key Financial Figures

• $0.001 — 6,772 shares of common stock, par value $0.001 per share, were issued and outstanding

Filing Documents

• e7045_10-q.htm (10-Q) — 746KB
• e7045_ex31-1.htm (EX-31.1) — 16KB
• e7045_ex31-2.htm (EX-31.2) — 16KB
• e7045_ex32.htm (EX-32) — 8KB
• 0001731122-25-001574.txt ( ) — 3884KB
• snbh-20250930.xsd (EX-101.SCH) — 35KB
• snbh-20250930_cal.xml (EX-101.CAL) — 39KB
• snbh-20250930_def.xml (EX-101.DEF) — 118KB
• snbh-20250930_lab.xml (EX-101.LAB) — 278KB
• snbh-20250930_pre.xml (EX-101.PRE) — 226KB
• e7045_10-q_htm.xml (XML) — 445KB

- 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 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 2 Unaudited Condensed Consolidated Statement of Changes in Stockholders' Deficiency for the nine months ended September 30, 2025 and 2024 3 Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 5 Notes to Unaudited 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 The financials are being filed as is. The review has not been completed. We will file the amendment. 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

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) , a 51%-owned subsidiary, 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 Orig

View Full Filing

View this 10-Q filing on SEC EDGAR