SNBH 10-K & 10-Q changes, risk factors and insider trading
Sentient Brands Holdings Inc. · OTC · Retail-Computer & Computer Software Stores · CIK 1358633 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Economic conditions or changing consumer preferences could adversely impact our business.”
Removed heading “If we secure intellectual property rights in the future, such intellectual property rights will be valuable, and if we are unable to protect them or are subject to intellectual property rights claims, our business may be harmed.”
Removed heading “If we are unable to protect the confidentiality of our trade secrets and know-how, our business and competitive position would be harmed.”
Removed heading “Fiduciaries investing the assets of a trust or pension, or profit-sharing plan must carefully assess an investment in our Company to ensure compliance with ERISA.”
Removed heading “Our Common Stock price may decrease due to factors beyond our control.”
Removed heading “FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.”
Largest changes
“The Company has not currently filed for any protection of its intellectual property. We expect to rely on trade secrets and proprietary know-how protection for our confidential and proprietary information, and we have taken security measures to protect this information. These measures, however, may not provide adequate protection for our trade secrets, know-how, or other confidential information. …”see in full comparison
“In addition, these agreements typically restrict the ability of our advisors, employees, collaborators, licensors, suppliers, third-party contractors, and consultants to publish data potentially relating to our trade secrets or know-how, although our agreements may contain certain limited publication rights. Despite our efforts to protect our trade secrets and know-how, our competitors may discover our trade secrets or know-how, either through breach of our agreements with third parties, independent development, or publication of information by any of our third-party collaborators. …”see in full comparison
“If we secure intellectual property rights in the future, such intellectual property rights will be valuable, and if we are unable to protect them or are subject to intellectual property rights claims, our business may be harmed.”see in full comparison
“Fiduciaries investing the assets of a trust or pension, or profit-sharing plan must carefully assess an investment in our Company to ensure compliance with ERISA.”see in full comparison
“If we are unable to protect the confidentiality of our trade secrets and know-how, our business and competitive position would be harmed.”see in full comparison
“FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.”see in full comparison
Full comparison: every changed paragraph (38)
WeThe areCompany 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.
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 $1,136,446,
$904,624, with a working capital deficit of $2,752,810 and as of December 31, 2024,2025, we had ana accumulatednet deficit loss
of $4,669,826$1,201,577 and a working capital deficit of $2,291,318.$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.
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 wethe areCompany
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 wethe areCompany 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 wethe areCompany is unable to generate adequate
cash from operations,
and if wethe areCompany 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.
WeThe areCompany 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.
WeThe areCompany 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
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 wethe areCompany 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:
Our
growth strategy will place significant demands
on our management andmanagement, 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.
Economic conditions or changing consumer preferences
could adversely impact our business.
A downturn in economic conditions in one or more of
the Company’s markets could have a material adverse effect on our results of operations, financial condition, business and prospects
– especially in light of the fact that we are selling products generally considered non-essential and/or discretionary. Although
we attempt to stay informed of economic and customer trends, any sustained failure to identify and respond to trends could have a material
adverse effect on our results of operations, financial condition, business and prospects.
WeThe areCompany 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.
If we secure intellectual property rights in
the future, such intellectual property rights will be valuable, and if we are unable to protect them or are subject to intellectual property
rights claims, our business may be harmed.
If we secure intellectual property rights, including
those rights related to trademarks, copyrights and trade secrets, they will be important assets for us. We do not hold any patents protecting
our intellectual property at this time. Various events outside of our control may pose a threat to any intellectual property rights that
we acquire as well as to our business. For example, we may be subject to third-party intellectual property rights claims, and our technologies
may not be able to withstand any such claims. Regardless of the merits of the claims, any intellectual property claims could be time-consuming
and expensive to litigate or settle. In addition, if any claims against us are successful, we may have to pay substantial monetary damages
or discontinue any of our practices that are found to be in violation of another party’s rights. We also may have to seek a license
to continue such practices, which may significantly increase our operating expenses or may not be available to us at all. Also, the efforts
we may take to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our potential future intellectual
property rights could harm our business or our ability to compete.
If we are unable to protect the confidentiality
of our trade secrets and know-how, our business and competitive position would be harmed.
The Company has not currently filed for any protection
of its intellectual property. We expect to rely on trade secrets and proprietary know-how protection for our confidential and proprietary
information, and we have taken security measures to protect this information. These measures, however, may not provide adequate protection
for our trade secrets, know-how, or other confidential information. Among other things, we seek to protect our trade secrets, know-how,
and confidential information by entering into confidentiality agreements with parties who have access to them, such as our employees,
collaborators, contract manufacturers, consultants, advisors, and other third parties. We cannot guarantee that we have entered into such
agreements with each party that may have or have had access to our trade secrets or proprietary technology and processes. Moreover, there
can be no assurance that any confidentiality agreements that we have with our employees, consultants, or other third parties will provide
meaningful protection for our trade secrets, know-how, and confidential information or will provide adequate remedies in the event of
unauthorized use or disclosure of such information. Despite these efforts, any of these parties may breach the agreements and disclose
our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Monitoring
unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies
will be effective. Accordingly, there also can be no assurance that our trade secrets or know-how will not otherwise become known or be
independently developed by competitors.
Enforcing a claim that a party illegally disclosed
or misappropriated a trade secret can be difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, trade
secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary
information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed
by a competitor, our competitive position would be materially and adversely harmed. Trade secrets and know-how can be difficult to protect
as trade secrets and know-how will over time be disseminated within the industry through independent development, the publication of journal
articles, and the movement of personnel skilled in the art from company to company or academic to industry scientific positions. If any
of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right
to prevent such competitor from using that technology or information to compete with us, which could harm our competitive position. Because
from time to time we expect to rely on third parties in the development, manufacture and distribution of our products and provision of
our services, we must, at times, share trade secrets with them. We seek to protect our proprietary technology in part by entering into
confidentiality agreements and, if applicable, material transfer agreements, license agreements, collaboration agreements, supply agreements,
consulting agreements or other similar agreements with our advisors, employees, collaborators, licensors, suppliers, third-party contractors,
and consultants prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the
third parties to use or disclose our confidential information, including our trade secrets and know-how. Despite the contractual provisions
employed when working with third parties, the need to share trade secrets, know-how, and other confidential information increases the
risk that such trade secrets and know-how become known by our competitors, are inadvertently incorporated into the technology of others,
or are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our know-how and
trade secrets, a competitor’s discovery of our trade secrets or know-how, or other unauthorized use or disclosure would impair our
competitive position and may have an adverse effect on our business and results of operations.
In addition, these agreements typically restrict the
ability of our advisors, employees, collaborators, licensors, suppliers, third-party contractors, and consultants to publish data potentially
relating to our trade secrets or know-how, although our agreements may contain certain limited publication rights. Despite our efforts
to protect our trade secrets and know-how, our competitors may discover our trade secrets or know-how, either through breach of our agreements
with third parties, independent development, or publication of information by any of our third-party collaborators. A competitor’s
discovery of our trade secrets or know-how would impair our competitive position and have a material adverse impact on our business.
The
audit auditorfirm included a “going concern”
note in its audit report.
As
noted in our audited financials for the years ended
December 31, 20242025 and 2023,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.
WeThe areCompany 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.
The
Company’s stock price has fluctuated in the past, has recently been
volatile, and may be volatile in the future. During 2024,2025, the
highest bid price for our common stock was $0.139$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 due to:widely.
WeThe areCompany beis 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 weCompany areis 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 OTCPinkOTCID®,
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.
In 2010, the Company’s Common Stock was approved
by FINRA to trade on the OTCBB under the symbol “INTB” on an unpriced basis. There has never been a two-sided quotation for
the stock, and it has yet to trade. On December 9, 2020, the Company filed a Certificate of Amendment of Articles of Incorporation (the
“Certificate”) with the State of California to (i) effect a forward stock split of its outstanding shares of common stock
at a ratio of 7 for 1 (the “Forward Stock Split”), (ii) increase the number of authorized shares of common stock from 50,000,000
shares to 500,000,000 shares, and (iii) effectuate a name change (the “Name Change”). As a result of the Name Change, the
Company’s name changed from “Intelligent Buying, Inc.” to “Sentient Brands Holdings Inc.”. The Certificate
was approved by the majority of the Company’s shareholders and by the Board of Directors of the Company. The effective date of the
Forward Stock Split and the Name Change was March 2, 2021. In connection with the above, the Company filed an Issuer Company-Related Action
Notification Form with the Financial Industry Regulatory Authority. The Forward Stock Split and the Name Change was implemented by FINRA
on March 2, 2021. As a result of the name change, our symbol was changed to “SNBH”.
The
Company’s Common Stock is currently quoted
on the Pink Tier of OTCOTCID 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.
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. WeThe areCompany 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.
Fiduciaries investing the assets of a trust
or pension, or profit-sharing plan must carefully assess an investment in our Company to ensure compliance with ERISA.
In considering an investment in the Company of a portion
of the assets of a trust or a pension or profit-sharing plan qualified under Section 401(a) of the Code and exempt from tax under Section
501(a), a fiduciary should consider (i) whether the investment satisfies the diversification requirements of Section 404 of ERISA; (ii)
whether the investment is prudent, since the Company’s common stock shares are not freely transferable and there may not be a market
created in which the Common Stock may be sold or otherwise disposed; and (iii) whether interests in the Company or the underlying assets
owned by the Company constitute “Plan Assets” under ERISA.
Our Common Stock price may decrease due to factors
beyond our control.
The stock market from time to time has experienced
extreme price and volume fluctuations, which have particularly affected the market prices for emerging growth companies, and which often
have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price
of our stock, if a trading market for our stock ever develops. If our shareholders sell substantial amounts of their stock in the public
market, the price of our stock could fall. These sales also might make it more difficult for us to sell equity, or equity-related securities,
in the future at a price we deem appropriate.
The market price of our stock may also fluctuate significantly
in response to the following factors, most of which are beyond our control:
Any such fluctuations may adversely affect the market
price or value of our Common Stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their
shares, or may be forced to sell them at a loss.
FINRA sales practice requirements may also limit
a stockholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules
described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment
is suitable for a customer before recommending the investment. 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. 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 stock and have
an adverse effect on the market for our shares.
If
the weCompany areis 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 periodicconsolidated 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 plan remain current with our filing obligations
with the SEC after the
filing of this Form 8-K.10-K. However, there can be no assurance that we will be able to do so.
Management's Discussion & Analysis (MD&A)
New heading “Business Combinations”
New heading “Impairment of Long-Lived Assets”
New heading “Fair value of financial instruments”
New heading “Segment Reporting”
New heading “Acquisition Credits”
New heading “Related Party Transactions”
New heading “Cost of Goods Sold”
New heading “Consulting Services”
Removed heading “Principal Products and Services”
Removed heading “Marketing Strategy”
Removed heading “Growth Strategies”
Removed heading “Intellectual Property”
Removed heading “Research and Development”
Largest changes
“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:”see in full comparison
“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. …”see in full comparison
“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.”see in full comparison
Other income (expense) in total was (see in full comparison$254,798) for the year ended December 31, 2024, compared to ($226,875$183,836) for the year ended December 31,2023.2025,Thecomparedexpensesto $40,209 forboththeyearsyearareendedentirelyDecemberrelated to31,interest expense, including default interest.2024.
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,see in full comparison2024,2025, the Company incurred a net loss of$1,136,446.$1,201,577. The Company had an accumulated deficit of$4,669,826$6,332,894 and a working capital deficit of$2,206,318$3,902,970.andDuring$1,957,552the yearas ofended December 31,20242024, the Company had a net loss of $904,624, an accumulated deficit of $5,131,317 and2023,arespectively.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.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.
Full comparison: every changed paragraph (110)
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.
Sentient Brands is a next-level product development
and brand management company with a focus on building innovative brands in the Luxury and Premium Market space. The Company has a Direct-to
Consumer business model focusing on the integration of wellness and beauty for conscious consumers. The Company incorporates an omnichannel
approach in its marketing strategies to ensure that its products are accessible across both digital and retail channels. The Company develops
and nurtures Lifestyle Brands with carefully thought-out ingredients, packaging, fragrance and design. Sentient Brands’ leadership
team has extensive experience in building world-class brands such as Hugo Boss, Victoria’s Secret, Versace, and Bath & Body
Works. The Company is focused on two key market segments targeting: wellness and responsible luxury, which the Company believes represent
unique opportunities for its Oeuvre product line. Sentient Brands intends to leverage its in-house innovation capabilities to launch new
products that “disrupt” adjacent product categories. We plan to grow by leveraging our deep connections within our existing
network and attract consumers through increased brand awareness and investing in unique social media marketing. The Company’s goal
is to create customer experiences that have sustainable resonance with consumers and consistently implement strategies that result in
long-term profit growth for our investors.
Principal Products and Services
All of our proprietary formulations contain clean,
vegan, ethically and environmentally responsible ingredients. The Company currently has one main product line, and another in development.
The Company’s current active product line is Oeuvre.
Oeuvre
Oeuvre - ”A Body of Art” – is a next generation luxury skin care
line and lifestyle brand. The foundation of our system of products is our proprietary OE Complex: Botanicals + Gemstones formulation.
Each product in the Oeuvre Artistry Collection optimizes three functions: cellular energy, moisture balance, and nutrient utilization.
Four products comprise the Oeuvre collection:
Drawing inspiration from petals, leaves, roots, minerals
and gemstones, Oeuvre celebrates the artistry of well-being and beauty, inside and out. Oeuvre products
are non-toxic, ungendered products made with zero GMO, retinyl palmitate, petroleum, mineral oil, parabens, sulfates, and synthetic colors.
Oeuvre Target Market
Oeuvre is our luxury segment product line.
With Oeuvre, we are targeting a large and influential consumer class of individuals that are “HENRYs” –
High-Earners-Not-Rich-Yet. They have discretionary income and are highly likely to be wealthy in the future. HENRYs earn between $100,000
and $250,000 annually. They are digitally fluent, love online shopping online, and are big discretionary spenders. Therefore, ouvreskincare.com
offers inclusive, affordable luxury products positioned for them.
We believe the benefit of onboarding this demographic
to Oeuvre are twofold: securing valuable present customers and building relationships and business with those most likely
to be amongst the most affluent consumers in the future. By the year 2025, Millennials and Generation Z will represent more than 40% of
the overall luxury goods market, according to a report published by Boston Consulting Group. We seek to target such group for the sale
of our Oeuvre products.
Suppliers
The Company has several third-party suppliers and is not reliant on any particular
supplier for its product offerings.
Distribution
We have two primary methods through which we sell
our products:
Marketing Strategy
We support our brand launches through social media
and marketing campaigns, including utilizing influencers. Marketing and public relations firms are engaged by the Company to spearhead
its launch of Oeuvre, and will likely be engaged for our future planned brand launches as well.
Growth Strategies
To grow our company, Sentient Brands intends to:
The Company believes it has assembled a highly accomplished
team of branding and marketing professionals who have a combined experience and track record of successfully launching and operating major
brands in the consumer market space, which the Company believes will provide it with it a competitive edge in its industry.
M&A Strategy
In Q3 2022, the Company launched an M&A strategy
to identify high-margin, revenue generating businesses within above-average growth potential industry sectors as potential acquisition
targets. The Company is continuing this strategy into 2024.
Customers
The Company launched its Oeuvre product line
in the fourth quarter of 2021. The Company’s sales channels are direct to consumer and wholesale.
Intellectual Property
The Company’s Oeuvre brand is trademarked
in the United States, with a European trademark application pending. The Company expects to rely on trade secrets and proprietary know-how protection
for our confidential and proprietary information, however we have not yet taken security measures to protect this information.
Competition
We have experienced, and expect to continue to experience,
intense competition from a number of companies.
The current market is highly competitive, consisting of publicly-trade and
privately-owned companies, many of which are more adequately capitalized than the Company.
Research and Development
We are continuously in the process of identifying
and/or developing potential new products to offer to our customers. Our expenditures on research and development have historically been
small and immaterial compared to our other business expenditures. We are currently developing new formulations for additional product
lines.
Employees
We believe that our success depends upon our ability to attract, develop and
retain key personnel. We currently employ one full-time employee. The Company otherwise currently relies on the services of independent
contractors. None of our employees are covered by collective bargaining agreements, and management considers relations with our employees
to be in good standing. Although we continually seek to add additional talent to our work force, management believes that it currently
has sufficient human capital to operate its business successfully.
Our compensation programs are designed to align the
compensation of our employees with our performance and to provide the proper incentives to attract, retain and motivate employees to achieve
superior results. The structure of our compensation programs balances incentive earnings for both short-term and long-term performance.
The primary mailing address for the Company is 590 Madison Avenue, 21st
Floor, New York, New York 10022. The Company’s telephone number is (646) 202-2897. The Company’s website is www.sentientbrands.com.
We have a limited operating history,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 $4,669,826$6,332,894 and $3,533,380$5,131,317 at
December 31, 20242025 and 2023,2024, respectively and a working capital deficit of $2,291,318
$3,902,970 and $1,957,552$2,752,810 at December 31, 20242025 and 2023,2024, 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,
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.
The
accompanying consolidated
financial statementsstatements, 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.
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 taxestaxes, acquisition credits payable and the
valuation of equity transactions.
During the years ended December 31, 2025 and 2024, our revenue recognition policy was in accordance with Financial Accounting Standards 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.
We recognize revenue when
persuasive evidence of an arrangement exists, delivery has occurred or products have been sold, the purchase price is fixed or determinable
and collectability is reasonably assured.
Our customers place orders
for our
products pursuant to their purchase orders and wethe areCompany is paid by our customers pursuant to our invoices. Each invoice calls for
a 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. Revenue related to the sales of our products to our customers is recognized as the products are sold
and amounts are paid, using the straight-line method over the term of the sales transaction. 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 sold,delivered, the amount recorded
as advance
from customers is recognized as revenue.
WeThe
Company areis 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.
In 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 probablyprobable 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 relatedrelate 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 basedStock-based compensation is accounted
for based on
the requirements of the Share-Based Payment topic of AccountingASC Standards718, Codification“Compensation (“ASC- Stock Compensation”) 718 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 Topic 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 expenseexpenses 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:
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.
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, we are not required to provide information required by this Item. Reference is made to the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025, which are incorporated herein by reference.
Largest changes
“Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2025. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.”see in full comparison
“As a smaller reporting company, we are not required to provide information required by this Item. Reference is made to the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025, which are incorporated herein by reference.”see in full comparison
Full comparison: every changed paragraph (2)
As a smaller reporting company, we are not required to provide information required by this Item. Reference is made to the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025, which are incorporated herein by reference.
Risk
factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form
10-K for the year ended December 31, 2025. There has been no material change in our risk factors from those previously discussed in the
Annual Report on Form 10-K.
Management's Discussion & Analysis (MD&A)
Largest changes
“We have a limited operating history, and our continued growth is dependent upon the continuation of selling our products to our customers; hence generating revenues and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. We had an accumulated deficit of $6,425,970 and $6,332,894 at March 31, 2026 and December 31, 2025, respectively and a working capital deficit of $3,991,762 and $3,902,970 at March 31, 2026 and December 31, 2025, respectively. …”see in full comparison
“The accompanying condensed consolidated interim financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and has an accumulated deficit of $6,472,806 as of June 30, 2026, a total stockholders’ deficit of $2,212,931, and a working capital deficit of $4,001,813. …”see in full comparison
“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.”see in full comparison
“The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.”see in full comparison
“Other Income comprises income for embedded derivative calculations of $42,392 for the three months ended March 31, 2026 and a loss from embedded derivative calculation of $(36,466) for the three months ended March 31, 2025. There was also $10,000 received in the three months ended March 31, 2025 from a fraud claim adjudicated in the state of New Jersey which resulted in a claim for $25,000, of which a total of $15,000 was received during the year ended December 31, 2025. No reserve for the additional payments has been made as the collection is not reasonably assured.”see in full comparison
The Company instituted a policy requiring all officers and directors to present detailed activity on an approved invoice basis rather than through fixed consulting agreements. In addition, the board of directors agreed to suspend their board fees until furthersee in full comparisonnotice,notice.resultingBoth of these initiatives resulted in a significant reduction in managementfeesfees.duringDuring thethreesix months endedMarchJune31,30,20262026, there was a reduction of$27,500$134,145 in management fees compared to$268,860 forthethreesix months endedMarchJune31,30, 2025. There were300,000118,007 shares of common stock issued for bonuses related to the acquisitions of subsidiaries valued at $141,600 for thethreesix months endedMarchJune31,30, 2025. No such bonuses were awarded in 2026. The recipient of 66,667 of these bonus shares has agreed to surrender those shares to the Company as part of the Settlement Agreements (see Note 14).
Full comparison: every changed paragraph (35)
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated interim financial statements and related notes included in Item 1 of this report, and with the audited financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
All
statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and
the plans and objectives of management for future operations, are forward-looking statements. When used in this Form 10-Q, words such
as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions,
as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs
of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of a number of factors, including those set forth under the risk
factors and business sections in this Form 10-Q.10-Q
The accompanying condensed consolidated interim financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and has an accumulated deficit of $6,472,806 as of June 30, 2026, a total stockholders’ deficit of $2,212,931, and a working capital deficit of $4,001,813. Included in the working capital deficit for the three and six months ended June30, 2026 and the year ended December 31, 2025 is $2,640,712 in Acquisition Credits as a contingent liability which is solely settleable in equity to be issued for acquiring the subsidiaries AIGFB & AE NV, in the amount of $2,500,712, with an additional issuance of $140,000 to a vendor in settlement of an accounts payable. Although the Company generated income from operations of $42,322 for the three months ended June 30, 2026, it incurred net losses of $46,836 and $139,912 for the three and six months then ended. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
To address these challenges, management is executing a strategic plan focused on the following areas:
There can be no assurance that these initiatives will be successful or that the Company will achieve sustainable profitability. If we are unable to secure additional financing on satisfactory terms, our business and financial condition could be materially and adversely affected.
We
have a limited operating history, and our continued growth is dependent upon the continuation of selling our products to our customers;
hence generating revenues and obtaining additional financing to fund future obligations and pay liabilities arising from normal business
operations. We had an accumulated deficit of $6,425,970 and $6,332,894 at March 31, 2026 and December 31, 2025, respectively and a working
capital deficit of $3,991,762 and $3,902,970 at March 31, 2026 and December 31, 2025, respectively. Included in the working capital deficit
for the three months ended March 31, 2026 and the year ended December 31, 2025 is $2,640,712 in Acquisition Credits as a contingent liability
which is solely settleable in equity to be issued for acquiring the subsidiaries AIGFB & AE NV, in the amount of $2,500,712, with
an additional issuance of $140,000 for a reduction in accounts payable. The report of our independent registered public accounting firm
on our financial statements for the year ended December 31, 2025 contained an explanatory paragraph regarding our ability to continue
as a going concern based upon cash used in operating activities and the current cash balance cannot be projected to cover the operating
expenses for the next twelve months from the release date of this report. These factors, among others, raised substantial doubt about
our ability to continue as a going concern. Our financial statements appearing elsewhere in this report do not include any adjustments
that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate significant
revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment
in our company.
Our
ability to continue as a going concern is dependent upon our ability to carry out our business plan, achieve profitable operations, obtain
additional working capital funds from our significant shareholders, and or through debt and equity financings. However, there can be
no assurance that any additional financings will be available to us on satisfactory terms and conditions, if any.
The
accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying
amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
Results
of Operations – Three and Six Months Ended MarchJune 31,30, 2026 vs. MarchJune 31,30, 2025
Total
condensed consolidated revenues were $230,711$462,461 for the three months ended MarchJune 31,30, 2026, compared to $0$110,600 for the threecomparable 2025 period, an
increase of $351,861, and for the six months ended MarchJune 31,30, 2026 and 2025, respectively, were $693,172 and $110,600, reflecting the ramp-up
2025. Revenues are presented net of $159,924revenue-generating inoperations intercompanyacross eliminations.both The elimination reflects intercompany service
arrangements betweenoperating subsidiaries.
Cost
of RevenueRevenues and Gross Profit
Cost of revenues was $289,147 for the three months ended June 30, 2026, compared to $115,712 for the three months ended June 30, 2025. Cost of revenues for the six months ended June 30, 2026 was $455,648 compared to $116,312 for the six months ended June 30, 2025.
Gross profit was $173,314 compared to a gross loss of ($5,112) for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 gross profit was $237,524 compared to a gross loss of ($5,712) for the six months ended June 30, 2025.
Total
cost of revenues, net of intercompany eliminations, was $166,501 for the three months ended March 31, 2026, compared to $600 for the
three months ended March 31, 2025. Cost of revenues consists of cost of goods sold of $116,489, freight costs of $30,762, and
royalty expenses of $19,250. Gross profit was $64,210, a 27.8% gross margin on revenue, for the three months ended March 31,
2026.
For
the three and six months ended MarchJune 31,30, 2026 and 2025, operating expenses consisted of the following:
Total operating expenses were $130,992 and $359,657 for the three months ended June 30, 2026 and 2025, respectively and $249,872 and $726,162 for the six months ended June 30, 2026 and 2025, respectively. The decrease in operating expenses was due to legal and professional and management fees expenses.
Total
operating expenses were $118,881 and $366,506 for the three months ended March 31, 2026 and 2025, respectively.
Professional
Service Fees
For the three months ended March 31, 2026 and 2025, professional service expenses consisted of the following:
The
Company instituted a policy
requiring all officers and directors to present detailed activity on an approved invoice basis rather than through
fixed consulting
agreements. In addition, the board of directors agreed to suspend their board fees until further notice,notice. resultingBoth of these initiatives
resulted in
a significant reduction in management feesfees. duringDuring the threesix months ended MarchJune 31,30, 20262026, there was a reduction of $27,500$134,145
in management fees compared to $268,860 for the three
six months ended MarchJune 31,30, 2025. There were 300,000118,007 shares of common stock issued for bonuses
related to the acquisitions of subsidiaries valued
at $141,600 for the threesix months ended MarchJune 31,30, 2025. No such bonuses were awarded
in 2026. The recipient of 66,667 of these bonus shares has agreed to surrender those shares to the Company as part of the Settlement
Agreements (see Note 14).
Legal and Professional fees include legal fees, auditing and accounting services, investor relations and other professional fees. There was a reduction of legal fees costs of $212,253 compared to the six months ended June 30, 2025. There were 66,667 shares of common stock issued for bonuses for legal services related to the acquisitions of subsidiaries valued at $176,000 for the three and six months ended June 30, 2025. There were no such bonuses awarded in 2026.
Other
advisory services decreased $89,207$101,088 due to reduced Investor Relations expenses,expenses whichincurred and required between June 2026 and 2025. Investor
relations expenses were settled through the issuance of 300,000
100,000 shares of common stock in the threesix months ended MarchJune 31,30, 2025.
Accounting
and Auditing fees for the three and six months ended MarchJune 31,30, 2025 included a bonus of 33,334 shares of common stock valued at $40,000
at at
the time of issuance paid to the former contracted accountant. There were no such bonuses rendered in 2026.
Income (Loss) from Operations
The
Company’s income (loss) from operations during the three months ended MarchJune 31,30, 2026 and 2025 was $54,670$42,322 and $367,106,($364,769), respectively. The
loss from operations during the six months ended June 30, 2026 and 2025, respectively, was ($12,348) and ($731,874).
Net other expenses were ($89,158) and ($108,351) for the three months ended June 30, 2026 and 2025 and for the six months ended for June 30, 2026 and 2025, respectively, was ($127,564) and ($213,471).
The loss on the embedded derivatives for the three months ended June 30, 2026 and 2025 was ($4,251) and ($35,863) and the gain for the six months ended June 30, 2026 was $38,141 and loss for the six months ended June 30, 2025 was ($72,329).
Interest expense for the three and six months ended June 30, 2026 was $84,907 and $165,705. For the three and six months ended June 30, 2025, interest expense was $72,488 and $151,142.
Other
Income comprises income for embedded derivative calculations of $42,392 for the three months ended March 31, 2026 and a loss from embedded
derivative calculation of $(36,466) for the three months ended March 31, 2025. There was also $10,000 received in the three months ended
March 31, 2025 from a fraud claim adjudicated in the state of New Jersey which resulted in a claim for $25,000, of which a total of $15,000
was received during the year ended December 31, 2025. No reserve for the additional payments has been made as the collection is not reasonably
assured.
Other
expenses for the three months ended March 31, 2026 and 2025, respectively, were $80.798 and $78,654, consisting of interest expense on
the GA3 Consortium convertible notes and the Spanos note payable.
Net
loss was $(93,076$46,836) for the three months ended MarchJune 31,30, 2026, compared to a net loss of $(472,226$473,120) for the three months ended MarchJune 31,30,
2025. The improvement of $379,150$426,284 reflects the commencement of substantial revenue-generating operations across both subsidiaries, reduced
holding company costs and the gain on embedded derivative calculations. Net loss for the six months ended June 30, 2026 and 2025, respectively,
was ($139,912) and ($945,345), resulting in an improvement of $805,433.
Cash
andwas cash equivalents were $44,468$143,799 on MarchJune 31,30, 2026 compared to $29,011 on December 31, 2025. The net increase of $15,457$114,788 reflects net
cash usedprovided inby operating
activities of $(3,174)$45,917 and net proceeds from short-term related-party loans of $18,631.$68,871.
Net
cash usedprovided inby operating activities was $3,174 for the threesix months ended MarchJune 31,30, 2026, reflecting net loss of $61,392($139,912) adjusted for non-cash
non-cash items of depreciation and amortization of $4,285,$8,569, embedded derivative calculation gainloss of $42,392($38,141), and interest expense of
$80,798 $165,705 plus working capital changes including collections
of accounts receivable of $12,691,$9,368, increase in prepaid expenses of
$45,877, partially offset by ana decrease in prepaid inventoryfulfilment fees
of $14,931$122,737 and an increase
in accounts payable of $65,466.$167,017.
Financing
activities provided $18,631$68,871 and $0 from net short-term loan proceeds from related parties.parties for the six months ended June 30, 2026 and
2025, respectively. Management is actively pursuing additional working
capital financing through equity raises, strategic partnerships,
and operating cash flow improvements.
The
Company’s total stockholders’ working capital deficit was $3,991,762$4,001,813 aton MarchJune 31,30, 2026, and $3,902,970 aton December 31,
2025. Included in the working
capital deficit for the threesix months ended MarchJune 31,30, 2026 and year ended December 31, 2025 is
$2,640,712 in Acquisition Credits as a contingent
liability which is solely settleable in equity to be issued for acquiring the
subsidiaries AIGFB & AE NV, in the amount of $2,500,712,
with an additional issuance of $140,000 for a reduction in accounts
payable.
SNBH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 4 Form 4 filings (2 insiders, 4 trade dates, 38,425 shares, about $10.9K) and open-market sales in 0 filings. Net open-market shares: 38,425 (purchases minus sales); net value about $10.9K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-27 | Wyman Derek Michael |
Open-market purchase | 2,500 | $0.35 | $875 |
| 2026-08-18 | Wyman Derek Michael |
Open-market purchase | 5,000 | $0.35 | $1.8K |
| 2026-08-17 | Wyman Derek Michael |
Open-market purchase | 325 | $0.26 | $84 |
| 2026-08-17 | Knazev Sergei |
Open-market purchase | 25,000 | $0.26 | $6.5K |
| 2026-08-14 | Wyman Derek Michael |
Open-market purchase | 600 | $0.29 | $174 |
| 2026-08-14 | Knazev Sergei |
Open-market purchase | 5,000 | $0.30 | $1.5K |
| 2026-03-08 | Morgan Jeanene Grace |
Grant/award | 25,000 | $0.10 | $2.5K |
| 2026-03-08 | Knazev Sergei |
Grant/award | 100,000 | $0.10 | $10.0K |
Well-known investors holding SNBH (13F)
None of the 59 investors we track reported a position in their latest 13F.