U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________________ to _______________________.

Commission File Number 001-34861

SENTIENT BRANDS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada

86-3765910

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification No.)

~~590~~30 N ~~Madison~~Gould ~~Avenue~~St, ~~21st~~Ste. ~~Floor~~61963

~~New York~~Sheridan, WY, ~~New York 10022~~82801

(Address of principal executive offices)

Issuer’s telephone number: 646-202-2897

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See the definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐☒ Smaller Reporting Company ☒ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☒

As of June 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, the market value of our common stock held by non-affiliates was $2,846,736.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share

(Title of class)

As of ~~June~~April 2815, ~~2024~~2026, ~~the~~there ~~last~~were ~~business~~4,137,771 ~~day~~shares of ~~the Registrant’s~~common ~~most~~stock, ~~recently~~par ~~completed~~value ~~second~~$0.001 ~~fiscal~~per ~~quarter~~share, ~~the~~outstanding. ~~market~~A ~~value~~reverse recapitalization of its ~~our~~shares ~~common~~at ~~stock~~a ~~held~~ratio byof ~~non-affiliates~~1 for 30 (1:30) was ~~$4,312,825~~executed on 01/02/2026 with pay date 01/02/2026. Each fractional share was rounded up to the next whole number of shares resulting in 418 additional shares.

As of April 15, 2025, there were 115,366,844 shares of common stock, par value $0.001 per share, outstanding.

Documents incorporated by reference: None

SENTIENT BRANDS HOLDINGS INC.

FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

		Page
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	57
Item 1B.	Unresolved Staff Comments	1615
Item 1C.	Cybersecurity	1615
Item 2.	Properties	1615
Item 3.	Legal Proceedings	1615
Item 4.	Mine Safety Disclosure	1615
PART II		1716
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1716
Item 6.	Selected Financial Data	1918
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2625
Item 8.	Consolidated Financial Statements and Supplementary Data	2625
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	2625
Item 9A.	Controls and Procedures	2725
Item 9B.	Other Information	2827
PART III		2928
Item 10.	Directors, Executive Officers and Corporate Governance	2928
Item 11.	Executive Compensation	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3332
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3433
Item 14.	Principal Accountant Fees and Services	3534
Item 15.	Exhibits	3635
	Signatures	4038

PART I

FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS ANNUAL REPORT MAY CONSTITUTE “FORWARD LOOKING STATEMENTS”. WHEN THE WORDS “BELIEVES”, “ANTICIPATES”, “INTENDS”, “EXPECTS”, “PLANS”, “SEEKS”, “PROJECTS”, “ESTIMATES” AND SIMILAR EXPRESSIONS ARE USED, THEY IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT’S CURRENT BELIEFS AND ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. INFORMATION CONCERNING FACTORS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS CAN BE FOUND IN OUR PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES OR REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

Unless otherwise indicated, references to “we”, “us”, “our”, “Company”, “Sentient Brands”, and “SNBH” mean Sentient Brands Holdings Inc. and its subsidiaries, and references to “fiscal” mean the Company’s fiscal year ended December 31. References to the “parent company” mean Sentient Brands Holdings Inc.

ITEM 1. BUSINESS

General

Unless the context otherwise requires, in this report, the terms “Sentient Brands”, “Company”, “SNBH”, “we”, or “our” refers to Sentient Brands Holdings Inc., a Nevada corporation. The Company’s principal office is located at 30 ~~590~~N ~~Madison~~Gould ~~Avenue~~St, ~~21st~~Ste. ~~Floor~~61963, ~~New~~ ~~York~~Sheridan, ~~New~~WY, ~~York 10022~~82801. The Company’s telephone number is (646) 202-2897. The Company’s website is www.sentientbrands.com. The Company reports its operations using a fiscal year ~~ending~~ December 31, and the operations reported on this Form 10-K are presented on a consolidated basis.

The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, registration statements and other items with the Securities and Exchange Commission (“SEC”). In this Annual Report on Form 10-K, the language “this fiscal year” or “current fiscal year” refers to the 12-month period ended December 31, ~~2024~~2025.

In addition, the public may read and copy any materials the Company’s files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site ( www.sec.gov ) that contains reports, proxy and information statements regarding issuers, like the Company, that file electronically with the SEC.

Overview

Sentient Brands is currently a next-~~level~~generation ~~product development and~~ brand ~~management~~platform ~~company with~~focused ~~a focus~~ on ~~building innovative brands in~~ the ~~Luxury~~acquisition, ~~and Premium Market space. The Company has a Direct-to Consumer business model focusing on~~development, ~~wellness~~ and ~~beauty~~commercialization ~~for~~of ~~conscious~~premium ~~consumers.~~and ~~The Company incorporates an omnichannel approach in its marketing strategies~~functional toconsumer ~~ensure~~packaged ~~that~~goods ~~its~~(CPG) ~~products are accessible across both digital and retail channels. The Company develops and nurtures Lifestyle Brands~~ with ~~carefully~~an ~~thought-out~~emphasis ~~ingredients~~on wellness, ~~packaging~~sustainability, ~~fragrance~~ and ~~design~~emergency preparedness. The Company ishas ~~focused~~implemented ~~on two key market segments targeting:~~a ~~wellness and responsible luxury, which the Company believes represent unique opportunities for its Oeuvre~~ product ~~line.~~innovation ~~The~~and ~~Company intends to leverage its in~~acquisition-~~house~~driven ~~innovation~~growth ~~capabilities~~strategy tothrough ~~launch~~its ~~new~~operating ~~products~~subsidiaries, ~~that~~focusing ~~“disrupt”~~on ~~adjacent~~consumer ~~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~~offer ~~and consistently implement strategies that result in~~ long-term ~~profit~~secular growth ~~for our investors~~potential.

~~On April 10, 2025, the Company, through its wholly-owned subsidiary AIG~~The F&B, a Nevada corporation (AIGFB) closed the Exchange Agreement (the “Exchange Agreement”) with American Industrial Group, a Florida corporation (“AIG”), which is owned and controlled by its shareholders, and which owns and controls several assets and lines of business of interest to the Company,’s ~~through~~flagship ~~its~~subsidiaries subsidiary, pursuant to which AIGFB will acquire many of those assets and rights of AIG in exchange for acquisition credits, to be ultimately paid by the exchange of those credits for shares of common stock of SNBH (the “Acquisition Credits”). These Acquisition Credits will be issued by SNBH to AIG shareholders and/or their designees in accordance with an Earnout Schedule that was set forth in the Exchange Agreement, as filed with the SEC on April 11, 2025, as an exhibit (10.16) to the Form 8K/A5. Prior to the Closing, certain parties to the Exchange Agreement and large shareholders of the Company (collectively, the “Lockup Parties”) entered into lock-up leak-out agreements, which govern the manner in which such Lockup Parties may sell, transfer or dispose of their shares of common stock during the 21-month period following the Closing.include:

1. AIG-F&B, Inc. (AIGFB), 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. AIGFB 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. (AE NV) 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. The Company acquired 51% of the company on July 5, 2025, with the remaining 49% interest acquired as of December 31, 2025, at which time AE NV became a wholly-owned subsidiary. As a consideration the amendment provides for an increase in earn-out participation from 51% to 100%. The Company may issue additional acquisition credits contingent on future performance results in accordance with the terms of the amended agreement. 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, Burlone, Bear Springs, and Arctic Frost. The Company signed a Share Exchange agreement on September 30, 2025, effective October 1, 2025, to acquire a majority interest in WYB. The Company and WYB executed an extension to the effective date to January 1, 2026. As a result of the effective date, change in control of WYB did not transfer until January 1, 2026.

~~Principal~~These entities ~~Products~~serve as the operational and ~~Services~~commercial backbone of SNBH’s business model, allowing the Company to scale through strategic asset acquisition and production partnerships. The Company intends to leverage its operating subsidiaries, brand equity, and licensing relationships to enter additional product categories aligned with health, safety, and sustainability.

~~All~~The Company ofgenerated ~~our~~its ~~proprietary~~first ~~formulations~~consolidated ~~contain~~operating ~~clean, vegan,~~revenues ~~ethically~~through ~~and~~its ~~environmentally~~subsidiaries ~~responsible~~during ~~ingredients.~~2025 ~~The~~and ~~Company~~continued ~~currently~~to ~~has~~implement ~~one~~restructuring, operational ~~main product line~~improvements, and ~~another~~capitalization ~~in development~~initiatives. ~~The Company’s current active product line is Oeuvre.~~

~~Oeuvre~~1

~~Oeuvre~~ On April 10, 2025, the Company, through its wholly- ”Aowned subsidiary ~~Body~~AIG-F&B, ofa ~~Art~~Nevada corporation (AIGFB) executed the Exchange Agreement (the “Exchange Agreement” ~~– is~~) with American Industrial Group, a ~~next~~Florida ~~generation~~corporation ~~luxury~~(“AIG”) ~~skin~~which ~~care~~owns and controls several assets and lines of business of interest to ~~line~~the Company, through its subsidiary, pursuant to which AIGFB acquired many of those assets and ~~lifestyle~~rights ~~brand.~~of ~~The~~AIG ~~foundation~~in exchange for acquisition credits payable, to be ultimately paid through the exchange of ~~our~~those ~~system~~credits for shares of ~~products~~common isstock ~~our~~of ~~proprietary~~SNBH OE(the ~~Complex:~~“Acquisition Credits”). ~~Botanicals~~Control +of ~~Gemstones~~AIGFB assets transferred to SNBH on May 12, 2025. ~~Each~~These ~~product~~Acquisition Credits were issued by SNBH in accordance with an earnout schedule that was set forth in the ~~Oeuvre~~Exchange ~~Artistry~~Agreement, ~~Collection~~as ~~optimizes~~filed ~~three~~with ~~functions:~~the ~~cellular~~SEC ~~energy~~on April 11, ~~moisture~~2025. ~~balance~~Prior to the Closing, certain parties to the Exchange Agreement and ~~nutrient~~large ~~utilization.~~shareholders ~~Four~~of ~~products~~the Company (collectively, the “Lockup Parties”) entered ~~comprise~~into lock-up leak-out agreements, which govern the ~~Oeuvre~~manner ~~collection:~~in which such Lockup Parties may sell, transfer or dispose of their shares of common stock during the 21-month period following the Closing.

●On ~~Purifying~~July ~~Exfoliator~~5, ●2025, ~~Replenishing~~the ~~Facial~~Company, ~~Oil~~through ●Aqua ~~Ultra~~Emergency Nevada.(AE NV), closed the Exchange Agreement with Aqua Emergency Florida (AE FL), pursuant to which AE FL transferred select rights, assets, and business lines to AE NV in exchange for Acquisition Credits payable in shares of SNBH common stock under a performance-~~Nourishing~~based ~~Face~~earnout ~~Cream~~structure. ●These assets ~~Revitalizing~~include ~~Eye~~proprietary ~~Cream~~beverage and first-aid product formulations, manufacturing infrastructure, distribution relationships, and brand rights relevant to the Company’s future enterprise. These Acquisition Credits were issued by SNBH to AE FL in accordance with an earnout schedule that was set forth in the Exchange Agreement, as filed with the SEC on July 09, 2025. The consideration structure is performance-contingent and subject to regulatory holding periods, lock-up agreements, and earnout milestones tied to revenue, EBITDA, and appraised asset value. The Acquisition Credits may be converted to equity upon the achievement of defined benchmarks over a multi-year horizon, subject to certain limitations as defined.

~~Drawing~~On ~~inspiration~~September ~~from petals~~30, ~~leaves~~2025, ~~roots~~the Company signed an Exchange Agreement, ~~minerals~~effective ~~and~~October ~~gemstones~~1, ~~Oeuvre celebrates~~ 2025, to acquire a majority interest in Wyoming Bears, Inc. (WYB), as filed with the ~~artistry~~SEC ofon ~~well~~October 3, 2025. WYB is a California-~~being~~based specialized distributor of CPG and ~~beauty~~supplies c-stores, ~~inside~~big box retailers both domestically and ~~out~~internationally. ~~Oeuvre products~~ It distributes such brands ~~are~~as ~~non-toxic,~~Original ~~ungendered~~New ~~products~~York ~~made~~Seltzer, ~~with~~Burlone, ~~zero~~Bear ~~GMO~~Springs, ~~retinyl~~and ~~palmitate~~Arctic Frost. The Company and WYB executed an extension to the effective date to January 1, ~~petroleum~~2026, ~~mineral~~as ~~oil,~~filed ~~parabens~~with the SEC on January 12, ~~sulfates~~2026. As a result of the effective date extension, ~~and~~change ~~synthetic~~in ~~colors~~control of WYB did not transfer until January 1, 2026.

~~Oeuvre Target~~These ~~Market~~transactions are expected to significantly enhance the Company’s consolidated balance sheets and operating capacity, supporting its ability to develop new revenue-generating products and pursue future acquisitions aligned with its mission.

~~Oeuvre is~~The Company’s ~~our~~leadership ~~luxury~~team ~~segment~~brings ~~product~~experience ~~line. With Oeuvre~~from global consumer brands and retailers, weincluding ~~are~~Original ~~targeting~~New aYork ~~large~~Seltzer, ~~and~~Disney, Hugo ~~influential~~Boss, ~~consumer~~Victoria’s ~~class~~Secret, ofVersace, ~~individuals~~Bath ~~that~~& ~~are~~Body ~~“HENRYs”~~Works, ~~– High-Earners-Not-Rich-Yet~~and Walmart. ~~They~~Leveraging ~~have~~this ~~discretionary~~expertise, ~~income~~through ~~and~~its ~~are~~partnership ~~highly~~with American ~~likely~~Industrial Group, SNBH is positioned to becapitalize ~~wealthy~~on instrategic sourcing, the ~~future.~~ability ~~HENRYs~~to ~~earn~~manufacture ~~between~~locally ~~$100~~with a global footprint,~~000~~ and ~~$250~~global distribution networks across omnichannel platforms for high-growth,~~000~~ ~~annually~~high-margin brands, while working towards cash-flow positive operations at all subsidiaries. ~~They~~The ~~are~~Company ~~digitally~~continues ~~fluent~~to execute its 24-month acquisition pipeline and to seek growth through synergistic acquisitions, ~~love~~innovation ~~online~~in ~~shopping~~consumer ~~online~~packaged goods, ~~and~~in ~~are~~food, ~~big~~beverage, ~~discretionary~~pet-care, ~~spenders.~~healthcare, ~~Therefore~~and emergency markets, ~~ouvreskincare.com~~as well as strategic ~~offers~~brand ~~inclusive~~partnerships. Management believes these initiatives, ~~aspirationally~~supported ~~affordable~~by ~~luxury~~scalable ~~products~~operations ~~positioned~~and established institutional relationships, will enable sustainable value creation for ~~them~~shareholders.

~~We believe the benefit of onboarding this demographic~~Principal ~~to Oeuvre are~~Products ~~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 2019 report published by Boston Consulting Group. We seek to target such consumer group for the sale of our Oeuvre products.Services

OnSentient Brands’ ~~social~~product ~~media,~~portfolio weincludes ~~target~~multiple ~~the~~high-growth, ~~following~~consumer-focused ~~audiences for our Oeuvre brand~~brands:

● ~~Women~~Original ~~aged~~New ~~30+~~York ●Seltzer® – ~~Luxury~~a ~~Skincare~~heritage ~~Enthusiasts~~natural ●soda ~~Crystal~~brand ~~Lovers~~recognized ●for ~~Wellness~~its ~~Audience~~nostalgic ●appeal ~~Makeup~~and ~~Artists~~clean-label ●formulation ~~Art ● Beauty ● Influencers ● Bloggers~~(www.NewYorkSeltzer.uk).

~~Suppliers~~● Arctic Frost® – a premium vodka brand positioned for the mass market, with pricing and affordability (www.vodkaarcticfrost.com/).

~~The~~● ~~Company~~Burlone® ~~has~~– ~~several third~~a high-~~party~~quality, ~~suppliers~~yet ~~and~~affordable isEuropean ~~not~~wine, ~~reliant~~food, onand ~~any~~beverage ~~particular supplier~~brand ~~for its product offerings~~(www.BurloneWines.com).

2● Aqua Emergency® – emergency water and meal-ready-to-eat (MRE) kits designed for disaster preparedness, government procurement, and institutional supply chains (www.AquaEmergency.com).

~~Distribution~~● American Red Cross® Licensed Products – long-shelf-life emergency rations and hydration supplies marketed under exclusive license (www.AquaEmergency.com).

~~We have two primary methods through which we sell our products:~~2

	1.	Direct to Consumer online e-commerce platform
	2.	Wholesale partners

All of the Company’s proprietary products are formulated and packaged to meet standards of safety, shelf-life stability, consumer appeal, and regulatory compliance.

~~Marketing Strategy~~Suppliers

WeThe Company ~~support~~utilizes ~~our~~a ~~brand~~diversified ~~launches~~network ~~through~~of ~~social~~manufacturers, ~~media and~~ingredient ~~marketing campaigns~~suppliers, ~~including~~and ~~utilizing~~packaging ~~influencers~~partners. ~~Marketing~~SNBH ~~and~~is ~~public~~not ~~relations~~dependent ~~firms~~on ~~are engaged by the Company to spearhead~~any ~~its~~single ~~launch~~supplier ~~of Oeuvre,~~ and ~~will~~maintains ~~likely~~contingency bearrangements ~~engaged~~to ~~for~~support ~~our~~uninterrupted ~~future planned brand launches as well~~operations.

~~Growth Strategies~~Distribution

ToSNBH leverages ~~grow~~both ~~our~~direct-to-consumer ~~company,~~and ~~Sentient~~B2B ~~Brands~~distribution ~~intends to~~channels:

● E-commerce Create a leading consumer packaged goods company; ● Partner with established distributers and retailers; ● Focus on operational excellence and product quality; and ● Establish ongoing communication with the capital marketsplatforms

~~The Company believes it has assembled a highly accomplished~~● ~~team~~Retail ~~of branding~~ and ~~marketing~~wholesale 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.distribution

~~M&A~~● Government ~~Strategy~~procurement contracts

~~In Q3 2022, the Company launched an M&A strategy~~● toInternational ~~identify~~export ~~high-margin, revenue generating businesses within above-average growth potential industry sectors as potential acquisition targets.~~partnerships

~~On April 10, 2025, the Company, through its wholly-owned subsidiary AIG~~Marketing F&B, a Nevada corporation (AIGFB) closed the Exchange Agreement (the “Exchange Agreement”) with American Industrial Group, a Florida corporation (“AIG”), which is owned and controlled by its shareholders, and which owns and controls several assets and lines of business of interest to the Company, through its subsidiary, pursuant to which AIGFB will acquire many of those assets and rights of AIG in exchange for acquisition credits, to be ultimately paid by the exchange of those credits for shares of common stock of SNBH (the “Acquisition Credits”). These Acquisition Credits will be issued by SNBH to AIG shareholders and/or their designees in accordance with an Earnout Schedule that was set forth in the Exchange Agreement, as filed with the SEC on April 11, 2025, as an exhibit (10.16) to the Form 8K/A5. Prior to the Closing, certain parties to the Exchange Agreement and large shareholders of the Company (collectively, the “Lockup Parties”) entered into lock-up leak-out agreements, which govern the manner in which such Lockup Parties may sell, transfer or dispose of their shares of common stock during the 21-month period following the Closing.Strategy

~~Customers~~The Company promotes its brands through targeted social media marketing, influencer campaigns, PR events, and traditional media. Marketing and brand positioning are executed internally and with third-party agencies for select initiatives.

~~The Company’s sales channels are direct to consumer and wholesale.~~Growth Strategies

~~Intellectual~~To grow ~~Property~~our company, Sentient Brands intends to:

~~The Company’s Oeuvre brand is trademarked~~● inCreate ~~the United States, with~~ a ~~European~~leading ~~trademark~~consumer ~~application~~packaged ~~pending. The~~goods 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.company;

~~Competition~~● Partner with established distributors and retailers;

~~We have experienced, and expect to continue to experience,~~● ~~intense~~Focus ~~competition~~on ~~from~~operational aexcellence ~~number~~and ofproduct ~~companies.~~quality; and

~~The current market is highly competitive, consisting~~● ofEstablish ~~publicly-trade~~ongoing ~~and~~communication ~~privately-owned~~with ~~companies, many of which are more adequately capitalized than~~ the ~~Company.~~capital markets

~~Industry~~The Company ~~Overview~~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 a competitive edge in its industry.

The market is expected to grow substantially over the coming years. Arcview Market Research and BDS Analytics are forecasting the combined market to reach nearly $45 billion within the U.S. in the year 2024.3

3M&A Strategy

~~Research~~In Q3 ~~and~~2025, ~~Development~~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.

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.Customers

~~Employees~~The Company’s sales channels are direct to consumer and wholesale.

We believe that our success depends upon our ability to attract, develop and retain key personnel. We currently employ one full-time employees. 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.Competition

~~Our compensation programs are designed to align the~~We ~~compensation~~have ofexperienced, ~~our employees with our performance~~ and expect to ~~provide~~continue ~~the proper incentives~~ to ~~attract~~experience, ~~retain~~intense ~~and~~competition ~~motivate~~from ~~employees~~a tonumber ~~achieve superior results. The structure~~ of ~~our compensation programs balances incentive earnings for both short-term and long-term performance~~companies.

The current ~~primary~~market ~~mailing address for the Company~~ is ~~590 Madison~~highly ~~Avenue~~competitive, ~~21st~~consisting ~~Floor,~~of ~~New~~publicly-traded ~~York,~~and ~~New~~privately-owned ~~York~~companies, ~~10022.~~many ~~The~~of ~~Company’s~~which ~~telephone~~are ~~number~~more isadequately ~~(646) 202-2897. The Company’s~~capitalized ~~website~~than isthe ~~www~~Company.~~sentientbrands.com.~~

~~Reports to Security Holders~~Industry Overview

WeThe Company ~~intend~~operates towithin ~~furnish~~the ~~our~~highly ~~shareholders~~competitive ~~annual~~CPG ~~reports containing~~sector, ~~financial~~with ~~statements~~a ~~audited~~primary byfocus ~~our~~on ~~independent~~wellness, ~~registered~~sustainability, and ~~public~~emergency ~~accounting~~preparedness, ~~firm~~all ~~and~~of towhich ~~make~~are ~~available~~consumer ~~quarterly~~categories ~~reports~~that ~~containing unaudited~~offer ~~financial~~long-term ~~statements~~secular ~~for~~growth ~~each~~potential. ofThis ~~the~~market ~~first~~is ~~three~~intensely competitive, ~~quarters~~consisting of ~~each~~numerous ~~year.~~publicly-traded Weand ~~file~~privately-owned ~~Quarterly~~companies, ~~Reports~~many onof ~~Form~~which ~~10-Q,~~are ~~Annual~~more ~~Reports on~~adequately ~~Form~~capitalized ~~10-K~~than the ~~and~~Company. ~~Current~~Sentient ~~Reports~~Brands onHoldings ~~Form~~Inc. ~~8-K~~(SNBH) ~~with~~is ~~the~~executing ~~SEC~~an inacquisition-driven ~~order~~strategy to ~~meet~~leverage ~~our~~its ~~timely~~operational ~~and~~backbone ~~continuous disclosure requirements. We may also~~for ~~file~~manufacturing ~~additional~~and ~~documents~~distribution ~~with~~across ~~the~~omnichannel ~~SEC~~platforms, iftargeting ~~they~~high-growth, ~~become~~high-margin ~~necessary~~brands inwithin ~~the~~food, ~~course~~beverage, ofpet-care, healthcare, ~~our~~and ~~company’s~~emergency ~~operations~~markets.

The functional ~~public~~beverages ~~may~~industry, ~~read~~encompassing products that provide benefits beyond basic hydration and ~~copy~~nutrition—such ~~any~~as ~~materials~~energy enhancement, ~~that~~recovery wesupport, immune boosting, and specialized hydration—continues to experience robust growth driven by increasing ~~file~~consumer ~~with~~focus ~~the~~on ~~SEC~~health, atwellness, and preventive nutrition. In 2025, the ~~SEC’s~~global ~~Public~~functional ~~Reference~~beverages ~~Room~~market was valued at ~~100~~approximately USD F165-185 ~~Street~~billion (with estimates ranging from USD 151.7 billion to USD 184 billion across industry sources), NEreflecting strong demand for innovative formulations including energy drinks, ~~Washington~~sports and recovery beverages, ~~D.C.~~and ~~20549~~electrolyte-enhanced hydration products. ~~The~~This sector ~~public~~is ~~may~~projected ~~obtain~~to ~~information on~~expand ~~the~~at ~~operation~~a compound annual growth rate (CAGR) of approximately 5-8% through the ~~Public~~early ~~Reference~~2030s, ~~Room~~with byforecasts ~~calling~~indicating market ~~the~~sizes ~~SEC~~reaching atUSD 1230-~~800~~315 billion by 2030-~~SEC-0330~~2035, depending on specific segment emphasis and regional dynamics. ~~The~~Key ~~SEC~~drivers ~~maintains~~include rising anhealth ~~Internet~~consciousness ~~site~~among ~~that~~consumers, ~~contains~~particularly ~~reports~~younger demographics seeking natural, low-sugar, and functional alternatives ~~proxy~~to traditional beverages; expanding distribution through e-commerce and ~~information~~retail ~~statements~~channels; and ongoing product innovation in areas such as adaptogens, probiotics, and ~~other~~targeted ~~information~~hydration ~~regarding~~solutions. ~~issuers~~In ~~that~~the ~~file~~United ~~electronically~~States, ~~with~~a major market for such products, the ~~SEC~~functional drinks segment demonstrates particularly strong momentum, with projected growth at a CAGR of around 8% from 2025 onward. The ~~address~~Company ofoperates within ~~that~~this ~~site~~dynamic and competitive landscape, positioning its hydration and emergency preparedness-focused beverages to capitalize on isthese ~~www~~secular trends toward functional, health-oriented non-alcoholic options.~~sec.gov.~~

~~Company~~Research and ~~History~~Development

The Company ~~was~~is ~~incorporated~~continuously ~~under~~in the ~~laws~~ process of ~~the State~~identifying ofand/or ~~California~~developing onpotential ~~March~~new ~~22,~~products ~~2004,~~to ~~until~~offer ~~changing~~to ~~its~~our ~~state~~customers. ofOur ~~incorporation~~expenditures ~~from~~on ~~California~~research and development have historically been small and immaterial compared to ~~Nevada~~our inother ~~2021,~~business asexpenditures. ~~further~~The ~~described~~Company is currently developing new formulations for additional ~~below~~product lines.

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 (7:1) (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”). Fractional shares that resulted from the Forward Stock Split will be rounded up to the next highest number. 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, 2021.4

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. Our symbol on OTC Markets was INTBD for 20 business days from March 2, 2021 (the “Notification Period”). Our new CUSIP number is 81728V 102. As a result of the name change, our symbol was changed to “SNBH” following the Notification Period. All share and per share information has been retroactively adjusted to reflect this forward stock split.Employees

4We believe that our success depends upon our ability to attract, develop and retain key personnel. The parent company has no direct employees. Operations are conducted through subsidiaries, contractors, and consultants. 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.

InOur compensation ~~addition,~~programs onare ~~January~~designed ~~29,~~to ~~2021,~~align the ~~Company,~~compensation ~~merged with~~of ~~and~~our ~~into~~personnel ~~its~~with ~~wholly~~our ~~owned~~performance ~~subsidiary,~~and ~~Sentient Brands Holdings Inc., a Nevada corporation, pursuant~~ to anprovide ~~Agreement~~the ~~and~~proper ~~Plan of Merger~~incentives ~~between~~to ~~Sentient Brands Holdings Inc.~~attract, aretain ~~California corporation,~~ and ~~Sentient~~motivate ~~Brands~~individuals ~~Holdings~~to ~~Inc.,~~achieve asuperior ~~Nevada corporation~~results. ~~Sentient~~The ~~Brands Holdings~~structure ~~Inc., a Nevada corporation, continued as the surviving entity~~ of ~~the~~our ~~migratory~~compensation ~~merger.~~programs ~~Pursuant~~balances ~~to the migratory merger, the~~incentive ~~Company~~earnings ~~changed~~for ~~its~~both ~~state~~short-term ~~of incorporation from California to Nevada~~ and ~~each~~long-term ~~share of its common stock converted into one share of common stock of the surviving entity in the migratory merger~~performance. ~~No dissenters’ rights were exercised by any of the Company’s stockholders in connection with the migratory merger.~~

~~Following the consummation of the migratory merger,~~The ~~the~~primary ~~articles~~mailing ofaddress ~~incorporation~~for ~~and bylaws of~~ the ~~Nevada~~Company ~~corporation~~is ~~that~~30 ~~was~~N ~~newly-created~~Gould asSt, aSte. ~~wholly~~61963 ~~owned~~Sheridan, ~~subsidiary~~WY, of82801. ~~the~~The Company ~~became~~’s ~~the~~telephone ~~articles~~number ofis ~~incorporation~~(646) 202-2897. ~~and~~The ~~bylaws~~Company’s ~~for~~website ~~the~~is ~~surviving entity in the migratory merger~~www.sentientbrands.com.

~~The foregoing information~~Reports ~~is a summary of each of the matters described above, is not complete, and is qualified in its entirety by reference~~ to ~~the~~Security full text of the exhibits, each of which is attached an exhibit to this Form 10-K Annual Report. Readers should review those exhibits for a complete understanding of the terms and conditions associated with this matter.Holders

~~ITEM~~We 1Aintend to furnish our shareholders annual reports containing consolidated financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited consolidated financial statements for each of the first three quarters of each year. ~~RISK~~We ~~FACTORS~~file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the SEC in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the SEC if they become necessary in the course of our company’s operations.

~~You~~The public ~~should~~may ~~carefully~~read ~~consider~~and ~~the~~copy ~~following material~~any ~~risk~~materials ~~factors~~that aswe ~~well~~file aswith ~~all~~the ~~other~~SEC ~~information~~at ~~set~~the ~~forth~~SEC’s orPublic ~~referred~~Reference toRoom inat ~~this~~100 ~~report~~F ~~before~~Street, ~~purchasing~~NE, ~~shares of our common~~Washington, ~~stock~~D.C. ~~Investing in our common stock involves a high degree of risk~~20549. The ~~Company~~public ~~believes~~may ~~all~~obtain ~~material~~information ~~risk~~on ~~factors~~the ~~have~~operation ~~been presented below. If any~~ of the ~~following~~Public ~~events~~Reference orRoom ~~outcomes~~by ~~actually~~calling ~~occurs,~~the ~~our~~SEC ~~business~~at ~~operating~~1-800-SEC-0330. ~~results~~The SEC ~~and~~maintains ~~financial~~an ~~condition~~Internet ~~would~~site ~~likely suffer.~~that Ascontains ~~a result~~reports, ~~the~~proxy ~~trading~~and ~~price~~information ~~of our common stock could decline~~statements, and ~~you~~other ~~may~~information ~~lose~~regarding ~~all~~issuers orthat file ~~part~~electronically ofwith the ~~money~~SEC. ~~you~~The ~~paid~~address toof ~~purchase our~~that ~~common~~site ~~stock~~is www.sec.gov.

~~Risks Related to Our Business and Industry~~Company History

WeThe Company ~~are~~was anincorporated ~~early-stage~~under ~~company~~the ~~with~~laws ~~very~~of ~~limited operating~~the ~~history.~~State ~~Such~~of ~~limited~~California ~~operating~~on ~~history~~March ~~may~~22, ~~not~~2004, ~~provide~~until anchanging ~~adequate~~its ~~basis~~state of incorporation from California to ~~judge~~Nevada ~~our~~in ~~future~~2021. ~~prospects~~The ~~and~~Company’s ~~results~~name ofchanged ~~operations~~from “Intelligent Buying, Inc.” to “Sentient Brands Holdings, Inc.” effective March 2, 2021.

We have a limited operating history. We have limited experience and operating history in which to assess our future prospects as a company, and this limited experience is compounded by our recent shift in business towards product development and sales. In addition, the market for our products is highly competitive. If we fail to successfully develop and offer our products and services in an increasingly competitive market, we may not be able to capture the growth opportunities associated with them or recover our development and marketing costs, and our future results of operations and growth strategies could be adversely affected. Our limited history may not provide a meaningful basis for investors to evaluate our business, financial performance, and prospects.5

WeOn ~~may~~May ~~fail~~12, to2025, ~~successfully~~the ~~execute~~Company, ~~our~~through ~~business~~its wholly-owned subsidiary AIG-F&B, ~~plan~~Inc. (AIGFB), acquired Assets totaling $595,440 from American Industrial Group, Inc. (“AIG”). In consideration for the assets received, SNBH issued $595,440 of Acquisition Credits as defined in the Exchange Agreement between the Company and AIG which was signed in April. The Company acquired machinery and equipment of $77,044, inventory for sale of $283,452 and accounts receivable and other assets of $234,944.

~~Our~~On ~~shareholders~~July ~~may~~5, ~~lose~~2025, ~~their~~Aqua ~~entire investment~~Emergency, ifInc. we(AE ~~fail~~NV), toa ~~execute~~Nevada ~~our~~company, a 51%-owned subsidiary, in a combination of the business ~~plan~~from Aqua Emergency, Inc. ~~Our~~(AE ~~prospects~~FL) ~~must~~valued beat $1,905,272. ~~considered~~In inconsideration ~~light~~for the assets received, Sentient Brands issued $1,905,272 of Acquisition Credits as defined in the Share ~~following~~Exchange ~~risks~~Agreement between the Company and ~~uncertainties~~Aqua Emergency, ~~including~~Inc. (FL) which was signed in June. Assets include accounts ~~but~~receivable ~~not~~$200,659, ~~limited~~perpetual tolicense for intellectual property $1,150,000, ~~competition~~prepaid assets $22,140 ~~the~~and ~~erosion~~Goodwill of ~~ongoing~~$532,473. ~~revenue~~On December ~~streams~~31, 2025, the ~~ability~~Company toacquired ~~retain~~the ~~experienced~~remaining ~~personnel~~49% and ~~general~~AE ~~economic conditions.~~NV Weis ~~cannot~~currently ~~guarantee~~a ~~that~~wholly-owned wesubsidiary. ~~will~~As bea ~~successful~~consideration inthe amendment ~~executing~~provides ~~our~~for ~~business~~an ~~plan.~~increase Ifin weearn-out ~~fail~~participation tofrom ~~successfully~~51% ~~execute~~to ~~our~~100%. ~~business plan,~~The weCompany may beissue ~~forced~~additional toacquisition ~~cease~~credits contingent ~~operations,~~on infuture ~~which~~performance results ~~case~~in ~~our~~accordance ~~shareholders~~with ~~may~~the ~~lose~~terms ~~their~~of ~~entire~~the ~~investment~~amended agreement.

WeOn ~~have~~September 30, 2025, the Company signed a ~~history~~Share Exchange Agreement, effective October 1, 2025, to acquire a majority interest in Wyoming Bears, Inc. (WYB). WYB is a California-based specialized distributor of ~~losses~~CPG and supplies c-stores, big box retailers both domestically and ~~may~~internationally. ~~have~~It todistributes such brands as Original New York Seltzer, ~~further~~Burlone, ~~reduce~~Bear ~~our~~Springs, ~~costs~~and byArctic ~~curtailing~~Frost. ~~future~~The ~~operations~~Company and WYB executed an extension to ~~continue~~the aseffective adate to January 1, 2026. In 2026, WYB’s business is included in the Company’s operations.

~~Historically~~On weSeptember ~~have~~10, ~~had~~2025, ~~operating~~Board ~~losses~~of Directors and ~~our~~the Majority Stockholder, ~~cash~~respectively, ~~flow~~approved ~~has~~a ~~been~~Reverse ~~inadequate~~Recapitalization toat ~~support~~a ~~our~~ratio ~~ongoing~~of ~~operations.~~1 ~~For~~for ~~the~~30 ~~year~~(1:30) ~~ended~~of ~~December~~the ~~31,~~existing ~~2024,~~common westock ~~had~~(the a“Reverse”) and ~~net~~the ~~loss~~filing of ~~$1,136,446, and~~a asCertificate of ~~December~~Amendment ~~31,~~(the ~~2024,~~“Amendment”) weto ~~had~~the anCompany’s ~~accumulated~~Amended ~~deficit~~Articles of ~~$4,669,826~~Incorporation ~~and~~with the aSecretary ~~working~~of ~~capital~~State ~~deficit~~ of ~~$2,291,318.~~Nevada ~~Our ability~~ to ~~fund our~~reflect ~~capital~~such ~~requirements~~recapitalization. ~~out~~Each offractional ~~our~~share ~~available~~was ~~cash~~rounded ~~and~~up ~~cash~~to ~~generated~~the ~~from~~next ~~our~~whole ~~operations depends on a~~ number of ~~factors, including our~~shares ~~ability~~resulting toin ~~gain~~418 ~~market~~additional ~~acceptance~~shares. ofThe ~~our~~Company ~~products~~filed ~~and~~an ~~continue~~Issuer ~~growing~~Company-Related ~~our~~Action ~~existing~~Notification ~~operations.~~Form Ifwith wethe ~~cannot~~Financial ~~generate~~Industry ~~positive cash flow~~Regulatory ~~from~~Authority ~~operations,~~which wewas ~~will~~implemented ~~have~~on toJanuary ~~reduce~~2, ~~our~~2026. ~~costs~~All share and ~~try~~per toshare ~~raise~~information ~~working~~in ~~capital~~this ~~from~~Form ~~other~~10-K, ~~sources.~~including ~~These~~for ~~measures~~all ~~could~~periods ~~materially~~presented, ~~and~~has ~~adversely~~been ~~affect~~retroactively ~~our~~adjusted ~~ability~~ to ~~execute~~reflect ~~our~~the ~~operations and expand our business~~Reverse.

5The foregoing information is a summary of each of the matters described above, is not complete, and is qualified in its entirety by reference to the full text of the exhibits, each of which is attached an exhibit to this Form 10-K Annual Report. Readers should review those exhibits for a complete understanding of the terms and conditions associated with this matter.

~~The Company may suffer from lack of availability of additional funds.~~6

~~We expect to have ongoing needs for working capital~~ITEM ~~in order to fund operations and to continue to expand our operations~~1A. ToRISK 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 we are 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 we are 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.FACTORS

InYou should ~~addition,~~carefully ifconsider wethe ~~are~~following ~~unable~~material torisk ~~generate~~factors ~~adequate cash~~as ~~from~~well ~~operations,~~as ~~and~~all ifother weinformation ~~are~~set ~~unable~~forth or referred to ~~find~~in ~~sources~~this ofreport before ~~funding,~~purchasing itshares ~~may~~of beour ~~necessary~~common ~~for~~stock. usInvesting toin ~~sell~~our ~~all~~common orstock involves a ~~portion~~high degree of ~~our~~risk. ~~assets, enter~~The ~~into~~Company abelieves ~~business~~all material ~~combination,~~risk orfactors ~~reduce~~have orbeen ~~eliminate~~presented ~~operations~~below. ~~These~~If ~~possibilities,~~any toof the ~~extent~~following ~~available,~~events ~~may~~or beoutcomes onactually ~~terms~~occurs, ~~that~~our business operating results and financial condition would likely suffer. As a result, inthe ~~significant~~trading ~~dilution~~price toof our ~~shareholders~~common orstock ~~that~~could ~~result~~decline, inand ~~our~~you ~~shareholders~~may ~~losing~~lose all or part of ~~their~~the ~~investment~~money inyou paid to purchase our ~~Company~~common stock.

~~The commercial success of our products is dependent,~~Risks inRelated ~~part,~~to onOur ~~factors~~Business ~~outside~~and ~~our control.~~Industry

The ~~commercial~~Company ~~success of our products~~ is ~~dependent upon~~an ~~unpredictable~~early-stage ~~and~~company ~~volatile~~with ~~factors~~very ~~beyond~~limited ~~our~~operating ~~control,~~history. ~~such~~Such aslimited ~~the~~operating ~~success~~history ofmay ~~our~~not ~~competitors’~~provide ~~products.~~an ~~Our~~adequate ~~failure~~basis to ~~attract~~judge ~~market acceptance and a sustainable competitive advantage over~~ our ~~competitors~~future ~~would~~prospects ~~materially~~and ~~harm~~results ~~our~~of ~~business~~operations.

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

~~Launching new products into new markets is risky and~~We ~~requires extensive~~may ~~marketing~~fail ~~and business expertise. There can be no assurances we will have the capital, personnel resources, or expertise~~ to besuccessfully ~~successful~~execute inour ~~launching these new~~ business ~~efforts~~plan.

Our shareholders may lose their entire investment if we fail to execute our business ~~and~~plan. ~~financial~~Our ~~performance~~prospects ~~may~~must be considered in light of the ~~adversely~~following ~~affected~~risks byand ~~downturns~~uncertainties, inincluding but not limited to, competition, the ~~target~~erosion ~~markets~~of ongoing revenue streams, the ability to retain experienced personnel and general economic conditions. We cannot guarantee that we ~~serve~~will orbe ~~reduced~~successful ~~demand~~in ~~for~~executing ~~the~~our ~~types~~business plan. ofIf ~~products~~we fail to successfully execute our business plan, we ~~sell~~may be forced to cease operations, in which case our shareholders may lose their entire investment.

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

6Historically we have had operating losses and our cash flow has been inadequate to support our ongoing operations. For the year ended December 31, 2024, we had a net loss of $904,624, with a working capital deficit of $2,752,810 and as of December 31, 2025, we had a net loss of $1,201,577 and a working capital deficit of $3,902,970. Included in the working capital deficit for December 31, 2025 is $2,640,712 of Acquisition Credits for acquiring the subsidiaries AIGFB & AE NV, in the amount of $2,500,712, in addition to an issuance of $140,000 for a reduction in accounts payable. Our ability to fund our capital requirements out of our available cash and cash generated from our operations depends on a number of factors, including our ability to gain market acceptance of our products and continue growing our existing operations. If we cannot generate positive cash flow from operations, we will have to reduce our costs and try to raise working capital from other sources. These measures could materially and adversely affect our ability to execute our operations and expand our business.

The Company’s industry is highly competitive, and we have less capital and resources than many of our competitors which may give them an advantage in developing and marketing products similar to ours or make our products obsolete.7

~~We are involved in a highly competitive industry where~~The weCompany may ~~compete~~suffer ~~with~~from ~~numerous~~lack ~~other~~of ~~companies~~availability ~~who~~of ~~offer~~additional ~~alternative methods or approaches, who may have far greater resources, more experience, and personnel perhaps more qualified than we do~~funds. 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 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 ~~unable~~required to ~~respond~~raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital on favorable terms, if at all. If the Company is successful, whether the terms are favorable or unfavorable, there is a potential that we will fail to comply with the ~~rapid~~terms ~~change~~of such financing, which could result in severe liability for our Company. If the ~~industry~~Company is unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities, or (d) seek protection from creditors. In addition, any future sale of our equity securities would dilute the ownership and ~~such~~control ~~change~~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 ~~costs~~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 ~~competition~~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 ~~may~~restrict ~~adversely~~our ~~affect~~operations and liquidity. In addition, our ~~business~~ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.

~~Rapidly~~In ~~changing technologies~~addition, ~~frequent~~if ~~new~~the ~~product and~~Company ~~service~~is ~~introductions~~unable ~~and~~to ~~evolving~~generate ~~industry~~adequate ~~standards~~cash ~~characterize~~from ~~our~~operations, and ~~market.~~if ~~The continued growth of~~ the ~~Internet~~Company ~~and~~is ~~intense~~unable ~~competition in~~to ~~our~~find ~~industry~~sources ~~exacerbates~~of ~~these~~funding, ~~market~~it ~~characteristics.~~may ~~Our~~be ~~future~~necessary ~~success~~for ~~will~~us ~~depend on our ability~~ to ~~adapt~~sell toall ~~rapidly~~or ~~changing~~a ~~trends and~~portion ~~capitalize~~of onour ~~them.~~assets, Weenter ~~may~~into a ~~experience~~business ~~difficulties~~combination, ~~that could delay~~ or ~~prevent~~reduce ~~the successful development, introduction~~ or ~~marketing of~~eliminate ~~our products~~operations. InThese ~~addition~~possibilities, ~~any~~to ~~new enhancements must meet~~ the ~~requirements~~extent ofavailable, ~~our~~may ~~current~~be ~~and~~on ~~prospective~~terms ~~customers~~that ~~and~~result ~~must achieve~~in significant ~~market~~dilution ~~acceptance. We could also incur substantial costs if we need~~ to ~~modify~~ our ~~products~~shareholders ~~and services~~ or ~~infrastructures to adapt to these changes. We also expect~~ that ~~new~~result ~~competitors may introduce products or services that are directly or indirectly competitive with us. These competitors may succeed~~ in ~~developing products and services that have greater functionality or are less costly than~~ our ~~products~~ ~~and~~shareholders ~~services~~losing ~~and~~all ~~may~~of betheir ~~more~~investment ~~successful~~ in ~~marketing such products and services. Technological changes have lowered the cost of operating, communications and computer systems and purchasing software. These changes reduce~~ our ~~cost of selling products and providing services, but also facilitate increased competition by reducing competitors’ costs in providing similar products and services~~Company. ~~This competition could increase price competition and reduce anticipated profit margins.~~

~~Our~~The commercial ~~acquisition~~success ~~strategy~~of ~~creates~~our ~~risks~~products ~~for~~is dependent, in part, on factors outside our ~~business~~ control.

WeThe commercial ~~expect~~success ~~that~~of weour ~~will~~products ~~pursue~~is ~~acquisitions~~dependent ofupon ~~other businesses,~~unpredictable ~~assets~~and orvolatile ~~technologies~~factors tobeyond ~~grow~~ our ~~business. We may fail to identify attractive acquisition candidates~~control, orsuch weas ~~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 we are unable to complete acquisitions in~~ the ~~future,~~success ~~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~~competitors’ ~~include terms that restrict our ability to operate our business or pursue other opportunities and subject us to meaningful debt service obligations~~products. WeOur ~~may~~failure ~~also use significant amounts of cash~~ to ~~complete~~attract ~~acquisitions.~~market Toacceptance ~~the extent that we complete acquisitions in the future, we likely will incur future depreciation~~ and ~~amortization~~a ~~expenses~~sustainable ~~associated~~competitive ~~with~~advantage ~~the~~over ~~acquired~~our ~~assets.~~competitors ~~We may also record~~would ~~significant~~materially ~~amounts~~harm ofour ~~intangible assets, including goodwill, which could become impaired in the future~~business. ~~Acquisitions involve numerous other risks, including:~~

7The Company is attempting to launch brands in new markets and with new products. Our inability to effectively execute our business plan in relation to these new brands could negatively impact our business.

●Launching new ~~difficulties~~products ~~integrating~~into ~~the~~new ~~operations,~~markets ~~technologies,~~is ~~services~~risky and ~~personnel~~requires ofextensive ~~the~~marketing ~~acquired companies; ● challenges maintaining our internal standards, controls, procedures~~ and ~~policies; ● diversion of management’s attention from other~~ business ~~concerns;~~expertise. ●There ~~over-valuation~~can bybe usno ofassurances ~~acquired~~we ~~companies;~~will ~~● litigation resulting from activities of~~ have the ~~acquired company~~capital, ~~including~~personnel ~~claims from terminated employees~~resources, ~~customers,~~or ~~former~~expertise ~~stockholders and other third parties; ● insufficient revenues~~ to ~~offset~~be ~~increased~~successful expenses associated with the acquisitions and unanticipated liabilities of the acquired companies; ● insufficient indemnification or security from the selling parties for legal liabilities that we may assume in ~~connection~~launching ~~with~~these our acquisitions; ● entering markets in which we have no prior experience and may not succeed; ● risks associated with foreign acquisitions, such as communication and integration problems resulting from geographic dispersion and language and cultural differences, compliance with foreign laws and regulations and general economic or political conditions in other countries or regions; ● potential loss of key employees of the acquired companies; and ● impairment of relationships with clients and employees of the acquired companies or our clients and employees as a result of the integration of acquired operations and new ~~management~~business ~~personnel~~efforts.

Our business ~~management~~and ~~team’s~~financial ~~attention~~performance may be ~~diverted~~ byadversely ~~recent~~affected ~~acquisitions~~by ~~and~~downturns ~~searches~~in ~~for~~the ~~new~~target ~~acquisition~~markets ~~targets,~~that ~~and~~we ~~our~~serve ~~business~~or ~~and~~reduced ~~operations~~demand ~~may~~for ~~suffer~~the types ~~adverse~~of ~~consequences as~~products awe ~~result~~sell.

~~Mergers~~Demand for ~~and~~our ~~acquisitions~~products ~~are~~is ~~time~~often ~~intensive,~~affected ~~requiring significant~~by ~~commitment~~general ofeconomic ~~our~~conditions ~~management~~as ~~team’s~~well ~~focus~~as ~~and~~product-use ~~resources.~~trends Ifin our ~~management~~target ~~team~~markets. ~~spends~~These ~~too~~changes may ~~much~~result ~~time~~in ~~focused~~decreased ondemand ~~recent acquisitions~~for orour onproducts. ~~potential~~The ~~acquisition~~occurrence ~~targets,~~of these conditions is beyond our ~~management~~ability ~~team~~to ~~may~~control ~~not~~and, ~~have~~when ~~sufficient~~they ~~time~~occur, they tomay ~~focus~~have a significant impact on our ~~existing~~sales ~~business~~ and results of operations. ~~This~~The ~~diversion~~inability or unwillingness of ~~attention~~our ~~could~~customers to pay a premium for our products due to general economic conditions or a downturn in the economy may have ~~material~~a ~~and~~significant adverse ~~consequences~~impact on our ~~operations~~sales and results ~~our~~of ~~ability to be profitable~~operations.

~~We may be unable to scale our operations successfully.~~8

~~Our growth strategy will place significant demands~~The onCompany’s ~~our~~industry ~~management~~is ~~and~~highly ~~financial~~competitive, ~~administrative~~ and ~~other~~we ~~resources.~~have ~~Operating~~less ~~results~~capital ~~will~~and ~~depend~~resources ~~substantially~~than onmany ~~the ability~~ of our ~~officers~~ ~~and~~competitors ~~key~~which ~~employees~~may togive ~~manage~~them an ~~changing~~advantage ~~business~~in ~~conditions~~developing and tomarketing ~~implement~~products ~~and~~similar ~~improve our financial, administrative and other resources. If the Company is unable~~ to ~~respond~~ours ~~to and manage changing business conditions,~~ or ~~the~~make ~~scale~~our ofproducts ~~its operations, then the quality of its services, its ability to retain key personnel, and its business could be harmed~~obsolete.

The Company ~~may~~is ~~suffer~~involved ~~from~~in a ~~lack~~highly ofcompetitive ~~liquidity~~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.

ByWe may ~~incurring~~be ~~indebtedness,~~unable ~~the~~to ~~Company~~respond ~~subjects itself~~ to ~~increased~~the ~~debt~~rapid ~~service~~change ~~obligations which could result~~ in ~~operating~~the ~~and~~industry ~~financing covenants that would restrict our operations~~ and ~~liquidity. This~~such ~~would~~change ~~impair~~may ~~our~~increase ~~ability~~costs ~~to hire the necessary senior~~ and ~~support~~competition ~~personnel~~that ~~required~~may ~~for~~adversely affect our business~~, as well carry out its acquisition strategy and other business objectives.~~

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

~~A downturn in economic conditions in one or more of~~Our ~~the~~acquisition ~~Company’s~~strategy ~~markets~~creates ~~could~~risks ~~have~~for ~~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.

8We expect that we will pursue acquisitions of other businesses, assets or technologies to grow our business. We may fail to identify attractive acquisition candidates, or we may be unable to reach acceptable terms for future acquisitions. We might not be able to raise enough cash to compete for attractive acquisition targets. If the Company is unable to complete acquisitions in the future, our ability to grow our business at our anticipated rate will be impaired. We may pay for acquisitions by issuing additional shares of our Common Stock, which would dilute our stockholders, or by issuing debt, which could include terms that restrict our ability to operate our business or pursue other opportunities and subject us to meaningful debt service obligations. We may also use significant amounts of cash to complete acquisitions. To the extent that we complete acquisitions in the future, we likely will incur future depreciation and amortization expenses associated with the acquired assets. We may also record significant amounts of intangible assets, including goodwill, which could become impaired in the future. Acquisitions involve numerous other risks, including:

~~The~~● ~~requirements~~difficulties integrating the operations, technologies, services and personnel of ~~remaining~~the aacquired ~~public~~companies; ~~company may~~● ~~strain~~challenges maintaining our ~~resources~~internal standards, controls, procedures and ~~distract~~policies; ~~our~~● diversion of management’s attention from other business concerns; ● over-valuation by us of acquired companies; ● litigation resulting from activities of the acquired company, ~~which~~including ~~could~~claims ~~make~~from itterminated ~~difficult~~employees, customers, former stockholders and other third parties; ● insufficient revenues to ~~manage~~offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired companies; ● insufficient indemnification or security from the selling parties for legal liabilities that we may assume in connection with our ~~business~~acquisitions; ● entering markets in which we have no prior experience and may not succeed; ● risks associated with foreign acquisitions, such as communication and integration problems resulting from geographic dispersion and language and cultural differences, compliance with foreign laws and regulations and general economic or political conditions in other countries or regions; ● potential loss of key employees of the acquired companies; and ● impairment of relationships with clients and employees of the acquired companies or our clients and employees as a result of the integration of acquired operations and new management personnel.

We are 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.9

IfOur management weteam’s ~~secure~~attention ~~intellectual~~may ~~property~~be ~~rights~~diverted ~~in the~~by ~~future,~~recent ~~such~~acquisitions ~~intellectual~~and ~~property~~searches ~~rights~~for ~~will~~new beacquisition ~~valuable~~targets, and ifour webusiness ~~are unable to protect them or are subject to intellectual property~~and ~~rights~~operations ~~claims,~~may ~~our~~suffer ~~business~~adverse ~~may~~consequences beas ~~harmed~~a result.

~~If we secure intellectual property rights, including~~Mergers ~~those rights related to trademarks, copyrights~~ and ~~trade~~acquisitions ~~secrets,~~are ~~they will be important assets for us. We do not hold any patents protecting our intellectual property at this~~ time. ~~Various~~intensive, ~~events~~requiring ~~outside~~significant commitment of our ~~control~~management ~~may~~team’s ~~pose~~focus aand ~~threat to any intellectual property rights that we acquire as well as to our business~~resources. ~~For~~If ~~example, we may be subject to third-party intellectual property rights claims, and~~ our ~~technologies~~management ~~may~~team ~~not~~spends betoo ~~able~~much ~~to withstand any such claims. Regardless of the merits of the claims, any intellectual property claims could be~~ time~~-consuming and~~ ~~expensive~~focused toon ~~litigate~~recent oracquisitions ~~settle. In addition, if any claims against us are successful, we may have to pay substantial monetary damages~~ or ~~discontinue~~on ~~any~~potential ofacquisition ~~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~~targets, ~~which may significantly increase~~ our ~~operating~~management ~~expenses~~team or may not behave ~~available to us at all. Also, the efforts~~sufficient wetime ~~may take~~ to ~~protect~~focus on our ~~proprietary~~existing ~~rights~~business ~~may~~and ~~not be sufficient or effective~~operations. ~~Any~~This ~~significant~~diversion ~~impairment~~ of ~~our~~attention ~~potential~~could ~~future~~have ~~intellectual property~~material ~~rights~~and ~~could~~adverse ~~harm~~consequences on our operations ~~business~~and or our ability to ~~compete~~be profitable.

IfWe may webe ~~are~~ unable to ~~protect~~scale ~~the confidentiality of~~ our ~~trade~~operations ~~secrets and know-how, our business and competitive position would be harmed~~successfully.

~~The Company has not currently filed for any protection~~Our ofgrowth ~~its~~strategy ~~intellectual~~will ~~property.~~place Wesignificant ~~expect~~demands ~~to rely~~ on ~~trade secrets and proprietary know-how protection for~~ our ~~confidential~~management, ~~and proprietary information~~financial, administrative and weother ~~have taken security measures to protect this information~~resources. ~~These~~Operating ~~measures,~~results will ~~however,~~depend ~~may~~substantially ~~not~~on ~~provide~~the ~~adequate~~ability ~~protection for~~of our ~~trade~~officers ~~secrets,~~and ~~know-how,~~key oremployees ~~other confidential information. Among other things, we seek~~ to ~~protect~~manage ~~our~~changing ~~trade~~business ~~secrets,~~conditions ~~know-how,~~ and ~~confidential information by entering into confidentiality agreements with parties who have access~~ to ~~them,~~implement ~~such~~and improve as our ~~employees~~financial, ~~collaborators,~~ ~~contract~~administrative ~~manufacturers, consultants, advisors,~~ and other ~~third parties~~resources. WeIf ~~cannot~~the ~~guarantee~~Company ~~that~~is weunable ~~have~~to ~~entered~~respond ~~into such agreements with each party that may have or have had access~~ to ~~our trade secrets or proprietary technology~~ and ~~processes.~~manage ~~Moreover,~~changing ~~there can~~business ~~be no assurance that any confidentiality agreements that we have with our employees~~conditions, ~~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~~scale of ~~unauthorized~~ ~~use~~its ~~or disclosure of such information. Despite these efforts~~operations, ~~any~~then ~~of these parties may breach~~ the ~~agreements~~quality ~~and~~of ~~disclose our~~its ~~proprietary information~~services, ~~including~~its ~~our~~ability ~~trade secrets, and we may not be able~~ to ~~obtain~~retain ~~adequate~~key ~~remedies for such breaches. Monitoring unauthorized uses and disclosures is difficult~~personnel, and weits dobusiness ~~not~~could ~~know whether the steps we have taken to protect our proprietary technologies will~~ be ~~effective~~harmed. ~~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~~The orCompany ~~misappropriated a trade secret can be difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, trade secrets~~ may besuffer 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~~lack 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,~~liquidity.

9By incurring indebtedness, the Company subjects itself to increased debt service obligations which could result in operating and financing covenants that would restrict our operations and liquidity. This would impair our ability to hire the necessary senior and support personnel required for our business, as well carry out its acquisition strategy and other business objectives.

~~at times, share trade secrets with them. We seek to protect our proprietary technology in part by entering into~~The ~~confidentiality~~requirements ~~agreements~~of ~~and,~~remaining ifa ~~applicable,~~public ~~material~~company ~~transfer~~may ~~agreements,~~strain ~~license agreements, collaboration agreements, supply agreements, consulting agreements or other similar agreements with~~ our ~~advisors,~~resources ~~employees, collaborators, licensors, suppliers, third-party contractors,~~ and ~~consultants~~distract ~~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~~management, ~~including~~which ~~our~~could ~~trade~~make ~~secrets~~it ~~and~~difficult ~~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~~manage ~~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~~.

InThe ~~addition,~~Company ~~these~~is ~~agreements~~required ~~typically~~to ~~restrict~~comply ~~the ability~~with ofvarious ~~our~~regulatory ~~advisors, employees, collaborators, licensors, suppliers, third-party contractors,~~ and ~~consultants~~reporting ~~to publish data potentially relating to our trade secrets or know-how~~requirements, ~~although~~including ~~our~~those ~~agreements~~required ~~may~~by ~~contain~~the ~~certain limited publication rights~~SEC. ~~Despite~~Complying ~~our~~with ~~efforts~~these toreporting ~~protect~~and ~~our~~other ~~trade~~regulatory ~~secrets~~requirements ~~and~~are ~~know~~time-~~how,~~consuming ~~our~~and ~~competitors~~expensive ~~may~~and ~~discover~~could ~~our~~have ~~trade~~a ~~secrets~~negative oreffect ~~know-how,~~on ~~either through breach of~~ our ~~agreements with third parties~~business, ~~independent development, or publication of information by any of our third-party collaborators. A competitor’s~~results ~~discovery~~ of ~~our~~operations ~~trade secrets or know-how would impair our competitive position~~ and ~~have~~financial ~~a material adverse impact on our business~~condition.

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

As noted in our audited financials for the years ended December 31, ~~2024~~2025 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 ~~are~~Company is required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.

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

Risks Related to Our Common Stock

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

The Company’s stock price has fluctuated in the past, has recently been volatile, and may be volatile in the future. During ~~2024~~2025, the highest bid price for our common stock was $0.~~139~~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:~~.

●These broad ~~investor~~market ~~reaction~~and toindustry factors may seriously harm the market price of the Company’s ~~business~~common ~~strategy;~~stock, ●regardless ~~the~~of ~~success~~its ofoperating performance. ~~competitive~~Since ~~products~~the orstock ~~technologies;~~price ●of ~~regulatory~~its orcommon ~~legal~~stock ~~developments~~has fluctuated in the ~~United~~past, ~~States~~has been recently volatile and ~~other~~may ~~countries~~be volatile in the future, ~~especially~~investors ~~changes~~in its common stock could incur substantial losses. In the past, following periods of volatility in ~~laws~~the ormarket, securities ~~regulations~~class-action ~~applicable~~litigation tohas often been instituted against companies. Such litigation, if instituted against the Company, could result in substantial costs and diversion of management’s ~~products;~~attention ●and ~~limited~~resources, ~~current~~which ~~liquidity~~could materially and ~~the~~adversely ~~possible~~affect its ~~need~~business, tofinancial ~~raise~~condition, ~~additional~~results ~~capital;~~of ●operations and growth prospects. There can be no guarantee that the Company’s ~~ability~~stock price will remain at current prices or ~~inability~~that tofuture ~~raise~~sales ~~additional~~of ~~capital~~its ~~and~~common ~~the~~stock ~~terms~~will onnot ~~which~~be itat ~~raises~~prices ~~it;~~lower than those sold to investors.

●In addition, the ~~Company’s~~securities ~~public~~markets ~~disclosure~~in ofgeneral ~~the~~have ~~terms~~experienced ofextreme ~~any~~price ~~financing~~and ~~which~~trading itvolume ~~consummates~~volatility in the ~~future;~~past. ●The ~~declines~~trading inprices of ~~the~~securities ~~market~~of ~~prices~~many companies at our stage of ~~stocks~~growth ~~generally;~~have ●fluctuated ~~variations~~broadly, inoften ~~the~~for ~~Company’s~~reasons ~~financial~~unrelated ~~results~~to orthe ~~those~~operating performance of the specific companies. ~~that~~These ~~are~~general ~~perceived~~market toand beindustry ~~similar~~factors tomay ~~us;~~adversely ●affect the ~~Company’s~~trading ~~failure~~price toof ~~become~~our ~~profitable;~~common ●stock, ~~the~~regardless of ~~Company~~our actual operating performance. If our stock price is volatile, we could face securities class action litigation, which could result in substantial costs and a diversion of management’s ~~failure~~attention toand ~~raise~~resources ~~working~~and ~~capital;~~could cause our stock price to fall.

●The ~~announcements~~Company ofis ~~technological~~subject ~~innovations~~to bythe us“penny orstock” ~~our~~rules ~~potential~~which ~~competitors;~~adversely ●affect ~~changes in or our failure to meet~~ the ~~expectations~~liquidity of ~~securities analysts; ● new products offered by us or~~ our ~~competitors;~~Common ~~● announcements of strategic relationships or strategic partnerships;~~Stock.

11The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our Common Stock is less than $5.00 per share and therefore the Company is considered a “penny stock” according to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our Common Stock and therefore reduce the liquidity of the public market for our shares should one develop.

● any acquisitions we may consummate; ● announcements by the Company or its competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; ● cancellation of key contracts; ● the Company’s failure to meet financial forecasts we publicly disclose; ● future sales of common stock, or securities convertible into or exercisable for common stock; ● adverse judgments or settlements obligating us to pay damages; ● future issuances of common stock in connection with acquisitions or other transactions; ● acts of war, terrorism, or natural disasters; ● trading volume in our stock; ● sales of the Company’s common stock by it or its stockholders; ● developments relating to patents or property rights; ● general economic, industry and market conditions; and ● government regulatory changes; or ● other events or factors that may be beyond our control, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, such as the recent outbreak of the COVID-19 pandemic, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt the Company’s operations, disrupt the operations of its suppliers or result in political or economic instability.11

~~These broad market and industry factors may seriously~~Securities ~~harm~~which ~~the~~are ~~market~~traded ~~price~~on of the ~~Company’s common stock~~OTCID®, ~~regardless~~may ofnot ~~its~~provide ~~operating~~as ~~performance.~~much ~~Since~~liquidity ~~the~~for ~~stock~~our ~~price of its common stock has fluctuated in the past, has been recently volatile and may be volatile in the future,~~ investors inas ~~its~~more ~~common~~recognized ~~stock~~senior ~~could~~exchanges ~~incur substantial~~such ~~losses.~~as In the ~~past, following periods of volatility in the market, securities class-action litigation has often been instituted~~ ~~against~~Nasdaq companies. Such litigation, if instituted against the Company, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect its business, financial condition, results of operations and growth prospects. There can be no guarantee that the Company’s stock ~~price~~market ~~will~~or ~~remain~~other atnational ~~current prices~~ or ~~that~~regional ~~future sales of its common stock will not be at prices lower than those sold to investors~~exchanges.

InThe Company’s ~~addition,~~Common Stock is currently quoted on the ~~securities~~OTCID ~~markets~~Markets inunder ~~general~~the ~~have~~symbol of “SNBH”. OTC Markets is a computer ~~experienced~~network ~~extreme~~that ~~price~~provides information on current “bids” and ~~trading~~“asks”, as well as volume ~~volatility~~information. inAs of the ~~past.~~date hereof, ~~The~~no active trading ~~prices~~market ofhas ~~securities~~developed offor ~~many~~our ~~companies~~Common atStock. ~~our~~Securities ~~stage~~traded ofon OTC Markets are usually thinly traded, highly ~~growth~~volatile, have ~~fluctuated~~fewer ~~broadly,~~market ~~often~~makers ~~for~~and ~~reasons~~are ~~unrelated~~not tofollowed ~~the~~by ~~operating~~analysts. ~~performance~~The ofSEC’s ~~the~~order ~~specific~~handling ~~companies.~~rules, ~~These~~which ~~general~~apply ~~market~~to NASDAQ-listed ~~and~~securities, ~~industry~~do ~~factors~~not ~~may~~apply ~~adversely~~to ~~affect~~securities ~~the~~quoted ~~trading~~on ~~price~~OTC ofMarkets. ~~our~~Quotes ~~common~~for ~~stock,~~stocks ~~regardless~~included ofon ~~our~~OTC ~~actual~~Markets ~~operating~~are ~~performance.~~not Iflisted ~~our~~in newspapers ~~stock~~and ~~price~~are isoften ~~volatile,~~unavailable weat ~~could~~many ~~face~~of ~~securities~~the ~~class~~online ~~action~~websites ~~litigation,~~ which ~~could~~publish ~~result~~stock inquotes. ~~substantial~~Therefore, ~~costs~~prices ~~and~~for asecurities ~~diversion~~traded ofsolely on ~~management’s~~OTC ~~attention~~Markets ~~and~~may ~~resources~~be difficult to obtain and ~~could~~holders ~~cause~~of our ~~stock~~securities ~~price~~may be unable to ~~fall~~resell their securities at or near their original acquisition price, or at any price.

12On 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.

WeFinancial Industry ~~are~~Regulatory beAuthority ~~subject~~(“FINRA”) tosales ~~the~~practice ~~“penny~~requirements ~~stock”~~may also limit a stockholder’s ability to buy and ~~rules~~sell our Common Stock, which ~~adversely~~could ~~affect~~depress the ~~liquidity~~price of our Common Stock.

~~The SEC~~ FINRA has adopted ~~regulations~~rules ~~which~~that ~~generally~~require ~~define “penny~~a ~~stock”~~broker-dealer to behave anreasonable ~~equity~~grounds ~~security~~for believing that ~~has~~the ainvestment ~~market~~is ~~price~~suitable offor ~~less~~that ~~than~~customer before ~~$5.00~~recommending ~~per~~an ~~share,~~investment ~~subject~~ to ~~specific~~a ~~exemptions~~customer. ~~The~~ ~~market~~Prior ~~price~~to ofrecommending ~~our~~speculative ~~Common~~low-priced ~~Stock~~securities isto ~~less~~their ~~than~~non-institutional ~~$5.00~~customers, broker-dealers ~~per~~must ~~share~~make ~~and~~reasonable ~~therefore~~efforts weto ~~are~~obtain ~~considered~~information aabout ~~“penny~~the ~~stock”~~customer’s ~~according to~~financial ~~SEC~~status, ~~rules.~~tax ~~This~~status, ~~designation~~investment objectives, ~~requires~~and ~~any~~other ~~broker-dealer~~information. ~~selling~~Under ~~these~~interpretations ~~securities~~of tothese ~~disclose~~rules, ~~certain~~FINRA ~~information~~believes ~~concerning~~that ~~the~~there ~~transaction, obtain~~is a ~~written~~high ~~agreement~~probability ~~from~~that ~~the~~speculative low-priced ~~purchaser~~securities ~~and~~will ~~determine~~not ~~that~~be ~~the~~suitable ~~purchaser~~for isat ~~reasonably~~least ~~suitable~~some tocustomers. ~~purchase~~Thus, the ~~securities.~~FINRA ~~These rules~~requirements ~~limit~~make ~~the~~it ~~ability~~more ofdifficult for broker-dealers to ~~solicit~~recommend ~~purchases~~that oftheir customers buy our Common Stock, ~~and~~which ~~therefore~~may ~~reduce~~limit ~~the~~your ~~liquidity~~ability to buy and sell our shares of ~~the~~Common ~~public~~Stock, ~~market~~have an adverse effect on the market for our shares ~~should~~of ~~one~~Common ~~develop~~Stock, and thereby depress our price per share of Common Stock.

~~Securities~~The sale ~~which~~of ~~are traded on~~ the ~~OTCPink®, may~~additional ~~not~~shares ~~provide~~of asCommon ~~much~~Stock ~~liquidity~~could ~~for~~cause ~~our investors as more recognized senior exchanges such as~~ the ~~Nasdaq~~value ~~stock~~of ~~market~~our orCommon ~~other~~Stock ~~national or~~to ~~regional exchanges~~decline.

~~In 2010, the Company’s Common Stock was approved~~The bysale 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~~substantial ~~stock~~number ~~split~~ of ~~its outstanding~~ shares of ~~common~~our ~~stock at~~Common ~~a ratio of 7 for 1 (the “Forward~~ Stock ~~Split”)~~, ~~(ii)~~or ~~increase~~anticipation ~~the number~~ of ~~authorized~~such ~~shares of common stock from 50~~sales,~~000,000 shares~~ tocould ~~500,000,000~~make ~~shares,~~it ~~and~~more ~~(iii)~~difficult ~~effectuate~~for aus ~~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~~sell ~~was~~equity ~~approved~~or 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 Companyequity-~~Related~~related ~~Action Notification~~securities ~~Form~~in ~~with~~ the ~~Financial~~future ~~Industry~~at ~~Regulatory~~a ~~Authority.~~time ~~The Forward Stock Split~~ and ~~the~~at ~~Name Change was implemented by FINRA on March 2, 2021. As~~ a ~~result~~price ofthat ~~the~~we ~~name~~might ~~change,~~otherwise ~~our symbol was changed to “SNBH”~~wish.

The Company’s Common Stock is currently quoted on the Pink Tier of OTC 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.12

~~Financial Industry Regulatory Authority (“FINRA”)~~The ~~sales practice requirements may also limit a stockholder’s ability to buy and sell our~~ Common Stock, ~~which~~constitutes ~~could~~restricted ~~depress~~securities ~~the~~and ~~price of~~is ~~our~~subject ~~Common~~to ~~Stock~~limited transferability.

~~FINRA~~The Common ~~has~~Stock ~~adopted~~should ~~rules~~be ~~that~~considered ~~require~~ a ~~broker~~long-~~dealer to~~term, ~~have~~illiquid ~~reasonable grounds for believing that the~~ investment. isThe ~~suitable~~Common ~~for~~Stock ~~that~~has ~~customer~~not ~~before~~been ~~recommending~~registered anunder ~~investment~~the toSecurities ~~a customer.~~Act ~~Prior~~of ~~to recommending speculative low-priced securities to their non-institutional customers~~1933, ~~broker-dealers~~as ~~must~~amended ~~make reasonable efforts to obtain information about~~ (the ~~customer’s~~“Securities ~~financial status~~Act”), ~~tax status, investment objectives,~~ and ~~other~~cannot ~~information.~~be ~~Under~~sold ~~interpretations of~~without ~~these~~registration ~~rules,~~under ~~FINRA~~the ~~believes~~Securities ~~that~~Act ~~there~~or isany ~~a high probability that speculative low-priced securities will not be suitable for at least~~exemption ~~some~~from ~~customers~~registration. ~~Thus~~In addition, the ~~FINRA~~Common ~~requirements~~Stock ~~make~~is itnot ~~more~~registered ~~difficult~~under ~~for~~any ~~broker-dealers~~state tosecurities ~~recommend~~laws that ~~their~~would ~~customers~~permit ~~buy~~their ~~our Common~~transfer. ~~Stock,~~Because ~~which~~of ~~may~~these ~~limit~~restrictions ~~your ability to buy~~ and ~~sell~~the ~~our~~absence ~~shares~~ of ~~Common~~an ~~Stock,~~active ~~have~~trading anmarket ~~adverse~~for ~~effect~~our onsecurities, ~~the~~a ~~market~~stockholder ~~for~~will ~~our~~likely ~~shares~~be ofunable to ~~Common~~liquidate ~~Stock,~~an ~~and~~investment ~~thereby~~even ~~depress~~though ~~our~~other ~~price~~personal ~~per~~financial ~~share~~circumstances ofwould ~~Common~~dictate ~~Stock~~such liquidation.

~~The~~Because we ~~sale~~will oflikely ~~the~~issue additional shares of our Common Stock, ~~could~~investment ~~cause~~in the ~~value~~Company ofcould ~~our~~be ~~Common~~subject ~~Stock~~ to ~~decline~~substantial dilution.

Investors’ interests in the Company will be diluted and Investors may suffer dilution in their net book value per share when we issue additional shares. The ~~sale~~Company ofis aauthorized ~~substantial~~to ~~number~~issue of500,000,000 shares of ~~our~~ 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 ~~anticipation~~at least some of ~~such~~our ~~sales~~future funding, ~~could~~if ~~make~~any, itwill ~~more~~be ~~difficult~~in ~~for~~the usform toof ~~sell~~ equity financing from the sale of our Common Stock. If we do sell or ~~equity-related~~issue ~~securities~~more Common Stock, investors’ investment in the ~~future~~Company will atbe adiluted. ~~time~~Dilution is the difference between what you pay for your stock and atthe anet ~~price~~tangible ~~that~~book wevalue ~~might~~per ~~otherwise~~share ~~wish~~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.

13Our Common Stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.

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

The SEC ~~Common~~defines ~~Stock~~a ~~should~~shell becompany ~~considered~~as a ~~long-term, illiquid~~company ~~investment.~~that ~~The Common Stock~~ has ~~not~~(a) ~~been~~no ~~registered~~or ~~under~~nominal ~~the~~operations ~~Securities~~and ~~Act of 1933, as amended~~ (~~the~~b) ~~“Securities~~either ~~Act”~~(i)~~, and~~ ~~cannot~~no ~~be sold without registration under the Securities Act~~ or ~~any~~nominal ~~exemption from registration. In addition~~assets, ~~the~~(ii) ~~Common~~assets ~~Stock is~~consisting ~~not~~solely ~~registered~~of ~~under~~cash ~~any~~and ~~state~~cash ~~securities~~equivalents; ~~laws~~or ~~that~~(iii) ~~would~~assets ~~permit~~consisting ~~their~~of ~~transfer.~~any ~~Because~~amount of ~~these~~cash ~~restrictions~~ and ~~the~~cash ~~absence~~equivalents ofand annominal ~~active trading market for our securities, a stockholder will likely be unable to liquidate an investment even though~~ other ~~personal financial circumstances would dictate such liquidation~~assets.

~~Because~~As a weresult ~~will~~of ~~likely~~the ~~issue~~Closing ~~additional shares~~ of ~~our~~the ~~Common~~Reorganization ~~Stock,~~as ~~investment~~described in Items 1.01 and 2.01, the Company ~~could~~ceased bebeing ~~subject~~a toshell ~~substantial~~company ~~dilution~~as such term is defined in Rule 12b-2 under the Exchange Act.

~~Investors’ interests in the Company will be~~While ~~diluted and Investors may suffer dilution in their net book value per share when~~ we ~~issue~~believe ~~additional shares. We are 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~~as ora atresult ~~least some~~ of ~~our future funding, if any, will be in~~ the ~~form~~Closing of ~~equity financing from~~ the ~~sale of our Common Stock. If we do sell or issue more Common Stock~~Reorganization, ~~investors’ investment in~~ the Company ~~will~~ceased to be ~~diluted.~~a ~~Dilution~~shell iscompany, the ~~difference between~~SEC ~~what you pay for your stock~~ and ~~the~~others ~~net~~whose approval ~~tangible~~is ~~book~~required ~~value~~in ~~per~~order ~~share~~for ~~immediately after the additional~~ shares ~~are~~to be sold byunder ~~us. If~~Rule ~~dilution~~144 ~~occurs,~~might ~~any~~take ~~investment~~a indifferent ~~the Company’s Common Stock could seriously decline in value~~view.

~~Our Common Stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.~~13

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

~~The SEC defines a shell company as a company that has~~ (~~a) no or nominal operations and (b) either (~~i) the noissuer ~~or nominal assets, (ii) assets consisting solely~~ of ~~cash~~the ~~and~~securities ~~cash~~that ~~equivalents; or~~was ~~(iii)~~formerly ~~assets~~a ~~consisting~~shell ofcompany ~~any~~has ~~amount~~ceased ofto ~~cash~~be ~~and~~a ~~cash~~shell ~~equivalents and nominal other assets.~~company,

~~As a result of~~ (ii) the ~~Closing~~issuer of the ~~Reorganization~~securities ~~as described~~is insubject ~~Items~~to ~~1.01 and 2.01,~~ the ~~Company~~reporting ~~ceased~~requirements ~~being~~of aSection ~~shell~~13 ~~company~~or as15(d) ~~such~~of ~~term is defined in Rule 12b-2 under~~ the Exchange Act.,

~~While~~(iii) the weissuer ~~believe~~of ~~that~~the assecurities ahas ~~result~~filed ofall ~~the~~Exchange ~~Closing~~Act ~~of the~~reports ~~Reorganization,~~and ~~the~~material ~~Company~~required ~~ceased~~ to be afiled, ~~shell~~as ~~company~~applicable, during the ~~SEC~~preceding 12 ~~and~~months ~~others~~(or ~~whose~~such ~~approval~~shorter isperiod ~~required~~that inthe ~~order~~issuer ~~for~~was ~~shares~~required to ~~be sold~~file ~~under~~such ~~Rule~~reports ~~144~~and ~~might~~materials), ~~take~~other athan ~~different~~Current ~~view.~~Reports on Form 8-K; and

~~Rule~~(iv) at ~~144~~least isone ~~available~~year ~~for~~has elapsed from the ~~resale~~time ofthat ~~securities of~~the ~~former~~issuer ~~shell~~filed ~~companies~~current ifcomprehensive ~~and~~disclosure ~~for~~with asthe ~~long~~SEC reflecting its status as ~~the~~an ~~following~~entity ~~conditions~~that ~~are~~is ~~met:~~not a shell company known as “Form 10 Information.”

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

~~(ii) the issuer of the securities~~We isdo ~~subject~~not intend to ~~the~~pay ~~reporting~~dividends ~~requirements~~for ~~of Section 13 or 15(d) of~~ the ~~Exchange~~foreseeable ~~Act,~~future.

~~(iii)~~We have ~~the~~never ~~issuer~~declared ofor ~~the~~paid ~~securities has~~any ~~filed~~cash ~~all~~dividends ~~Exchange~~on ~~Act~~our ~~reports~~stock and ~~material~~do ~~required~~not intend to bepay ~~filed,~~any ascash ~~applicable,~~dividends ~~during~~in the ~~preceding~~foreseeable 12future. ~~months~~We anticipate ~~(or~~that ~~such~~we ~~shorter~~will ~~period that~~retain all of our future earnings for use in the ~~issuer~~development ~~was~~of ~~required~~our business and for general corporate purposes. Any determination to ~~file~~pay ~~such~~dividends ~~reports~~in ~~and~~the ~~materials),~~future ~~other~~will ~~than~~be ~~Current~~at ~~Reports~~the ondiscretion ~~Form~~of ~~8-K;~~our ~~and~~Board.

14If the Company is unable to comply with the financial reporting requirements mandated by the SEC’s regulations, investors may lose confidence in our financial reporting and the price of our common stock, if a market ever does develop for it, could decline.

(iv) at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.”14

~~Shareholders~~If we ~~who~~fail ~~receive~~to ~~the~~maintain ~~Company’s~~effective ~~restricted~~internal controls over financial reporting, our ability to produce timely, accurate and reliable ~~securities~~periodic ~~will~~consolidated ~~not~~financial statements could be ~~able~~impaired. toIf ~~sell~~we ~~them~~do ~~pursuant~~not tomaintain ~~Rule~~adequate ~~144~~internal ~~without~~control ~~registration~~over ~~until~~financial reporting, investors could lose confidence in the ~~Company~~accuracy ~~has~~of ~~met~~our periodic reports filed under the ~~other~~Exchange ~~conditions~~Act. toAdditionally, ~~this~~our ~~exception~~ability ~~and~~to ~~then~~obtain ~~for~~additional ~~only~~financing ascould ~~long~~be asimpaired or a lack of investor confidence in the ~~Company~~reliability ~~continues~~and accuracy of our public reporting could cause our stock price to ~~meet~~decline. In the ~~condition~~past ~~described~~we have been delinquent in ~~subparagraph~~our ~~(iii),~~SEC ~~above,~~reporting and ishave not amaintained ~~shell~~adequate ~~company.~~internal Nocontrol ~~assurance~~over ~~can~~financial bereporting. ~~given~~We ~~that~~remain ~~the~~current ~~Company~~with ~~will~~our ~~meet~~filing ~~these~~obligations ~~conditions~~with orthe ~~that,~~SEC ifafter itthe filing ~~has~~of ~~met~~this ~~them,~~Form it10-K. ~~will~~However, ~~continue~~there ~~to do~~can ~~so,~~be orno assurance that itwe will ~~not again~~ be aable ~~shell~~to ~~company~~do so.

~~Fiduciaries investing the assets of a trust~~ITEM or1B. ~~pension,~~UNRESOLVED orSTAFF ~~profit-sharing plan must carefully assess an investment in our Company to ensure compliance with ERISA.~~COMMENTS

~~In considering an investment in the Company of a portion~~Not 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 ERISAapplicable.

~~Our Common Stock price may decrease due to factors~~ITEM ~~beyond our control~~1C. CYBERSECURITY

~~The stock market from time to time has experienced~~Not 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.applicable

~~The market price of our stock may also fluctuate significantly~~ITEM in2. ~~response to the following factors, most of which are beyond our control:~~PROPERTIES

●Our principal ~~variations~~offices inare ~~our~~located ~~quarterly~~at ~~operating~~30 ~~results~~N Gould St, ●Ste. ~~changes~~61963, inSheridan, ~~general~~WY ~~economic~~82801. ~~conditions~~Our principal office location is a virtual office, ●which provides ~~changes~~us inwith ~~market~~the ~~valuations~~flexibility of ~~similar~~using ~~companies,~~office ●space ~~announcements~~on byan usas-needed orbasis. Pursuant to our ~~competitors~~office lease, we pay $49.00 per year. All of ~~significant~~our ~~acquisitions~~consultants, ~~strategic~~including ~~partnerships~~our orspecialized ~~joint~~technical ~~ventures~~staff, are currently working from home or ~~capital~~in ~~commitments,~~a ●virtual environment. ~~poor~~The ~~reviews;~~Company ●always ~~loss~~maintains ofthe aability ~~major~~for ~~customer,~~our ~~partner~~team ormembers ~~joint~~to ~~venture~~work ~~participant;~~virtually, and ●we ~~the~~will ~~addition~~continue orto ~~loss~~work ofvirtually as ~~key~~an ~~managerial~~organization ~~and~~for ~~collaborative~~the ~~personnel~~foreseeable future.

~~Any such fluctuations may adversely affect the market~~ITEM ~~price or value of our Common Stock, regardless of our actual operating performance~~3. AsLEGAL ~~a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.~~PROCEEDINGS

~~FINRA~~From time ~~sales~~to ~~practice~~time, ~~requirements~~we may ~~also~~become ~~limit~~involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, alitigation ~~stockholder’s~~is ~~ability~~subject to ~~buy~~inherent uncertainties, and ~~sell~~an adverse result in these or other matters may arise from time to time that may harm our ~~stock~~business.

InOn ~~addition~~February to6, 2026, Gregg Templeton filed a Statement of Claim with the ~~“penny~~American ~~stock”~~Arbitration ~~rules described~~Association ~~above~~(AAA) claiming Failure to Pay Wage, ~~FINRA~~Failure ~~has~~to ~~adopted~~Reimburse Expenses; ~~Rule~~Statutory ~~2111~~Wage ~~that~~Violation ~~requires~~under aNew ~~broker-dealer~~York toLaw; ~~have~~Fraud ~~reasonable~~and ~~grounds~~Unjust ~~for~~Enrichment. ~~believing~~The ~~that~~AAA anrejected ~~investment~~hearing of the claim due to the isprocedural ~~suitable~~process ~~for~~and aimproper ~~customer~~venue ~~before~~election. ~~recommending~~After rejection by AAA, Templeton’s legal counsel advised the ~~investment.~~Company ~~Prior~~of his intention to ~~recommending~~petition ~~speculative~~a ~~low-priced~~New ~~securities~~York Court to ~~their~~accept ~~non-institutional~~the complaint under an arbitration demand. The petition ~~customers~~was filed on March 25, ~~broker-dealers~~2025. ~~must~~The ~~make~~claim ~~reasonable~~is ~~efforts~~related to ~~obtain~~an ~~information~~Employment Agreement dated on or about February 28, 2019. On May 30, 2025, the ~~customer’s~~Company ~~financial~~received ~~status~~a demand letter from an attorney representing the contractor in the amount of $286,010 ~~tax~~including ~~status~~wages, ~~investment~~expenses ~~objectives~~and interest. Mr. Templeton asserts that interest has continued to accrue and ~~other~~the ~~information~~current claim now exceeds $300,000. Templeton ~~Under~~was ~~interpretations~~terminated by the company in January of ~~these~~2021 ~~rules,~~after ~~FINRA~~an ~~believes~~unauthorized ~~that~~diversion ~~there~~of is$40,000 aof ~~high~~the ~~probability~~Company’s ~~that~~funds ~~speculative~~into ~~low-priced~~Templeton’s ~~securities~~personal ~~will~~accounts ~~not~~was bediscovered ~~suitable~~by the Company, as well as his being barred by FINRA from certain aspects of any securities business, for atsimilar ~~least~~conduct ~~some~~on ~~customers~~multiple prior occasions. The ~~FINRA~~Company ~~requirements~~disputes ~~make~~the itclaim ~~more~~in ~~difficult~~its ~~for~~entirety but has ~~broker-dealers~~maintained an accrual of $54,525 related to ~~recommend~~the ~~that~~dispute. ~~their~~This ~~customers~~amount ~~buy~~was ~~our~~recorded ~~common~~on ~~stock~~March 31, ~~which~~2022 ~~may~~as ~~limit~~an ~~your~~account ~~ability~~payable for services in that quarter. The Company has not made any change to ~~buy~~its ~~and~~accrual ~~sell~~as ~~our~~of ~~stock~~this ~~and~~time. ~~have~~The Company will defend itself anvigorously ~~adverse~~and ~~effect~~assert onclaims ~~the~~of ~~market~~misconduct ~~for~~against ~~our~~the ~~shares~~former contractor.

15None of our directors, officers, or affiliates are involved in a proceeding adverse to our business or have a material interest adverse to our business.

WeITEM 4. doMINE ~~not~~SAFETY ~~intend to pay dividends for the foreseeable future.~~DISCLOSURE

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

If we are 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.15

~~If we fail to maintain effective internal controls~~PART over financial reporting, our ability to produce timely, accurate and reliable periodic 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. However, there can be no assurance that we will be able to do so.II

ITEM 1B 5. ~~UNRESOLVED~~MARKET ~~STAFF~~FOR ~~COMMENTS~~REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~Not applicable.~~Market Information

~~ITEM~~The Company’s ~~1C.~~common ~~CYBERSECURITY~~stock is traded on OTC Markets under the stock symbol “SNBH”.

~~Not~~Holders of ~~applicable~~our Common Stock

~~ITEM~~As of April 15, 2026, there were 4,137,771 shares of common stock, par value $0.001 per share, outstanding. A reverse recapitalization of the Company’s shares at a ratio of 1 for 30 (1:30) was executed on January 2,2026 with pay date of January 2,2026. ~~PROPERTIES~~Each fractional share was rounded up to the next whole number of shares resulting in 418 additional shares. The stock transfer agent for our securities is Empire Stock Transfer, Inc., 1859 Whitney Mesa Dr., Henderson, NV 89014.

Our principal offices are located at 590 Madison Ave., 21st Floor, New York, New York 10022. Our principal office location is a virtual office, which provides us with the flexibility of using office space on an as-needed basis. Pursuant to our office lease, we pay $89.00 per month on a month-to-month basis. All of our employees, including our specialized technical staff, are currently working from home or in a virtual environment. The Company always maintains the ability for our team members to work virtually, and we will continue to work virtually as an organization for the foreseeable future.Dividends

~~ITEM~~The Company 3has never declared or paid any cash or stock dividends on its common stock. ~~LEGAL~~The ~~PROCEEDINGS~~Company currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future.

~~From time to time, we may become involved in various~~Securities ~~lawsuits~~Authorized ~~and~~for ~~legal~~Issuance ~~proceedings~~Under ~~which~~Equity ~~arise~~Compensation in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company had no pending legal proceedings or claims.Plans

~~None~~On January of20, ~~our directors~~2026, ~~officers~~the Company adopted that certain Sentient Brands Holdings, orInc. ~~affiliates~~2026 ~~are~~Employee Benefit Plan. On February 2, 2026 the ~~involved~~Company infiled a ~~proceeding~~registration ~~adverse~~statement toon ~~our~~Form ~~business~~S-8 or(the ~~have~~“Form aS-8”) ~~material~~with ~~interest~~the ~~adverse~~Securities toand ~~our~~Exchange ~~business~~Commission for the purpose of registering under the Securities Act of 1933, as amended. 1,000,000 shares of common stock are issuable under the Plan.

~~ITEM~~Recent Sales 4.of ~~MINE~~Unregistered ~~SAFETY DISCLOSURE~~Securities

~~Not~~On ~~applicable~~February 6, 2025, the Company issued 33,334 shares of its common stock to an individual for consulting services.

16On February 6, 2025, the Company issued 66,667 shares of its common stock to an individual for consulting services.

~~PART~~On IIFebruary 11, 2025, the Company issued 122,667 shares of its common stock to George Furlan for consulting services for the years 2022-2024.

~~ITEM~~On 5.February ~~MARKET~~11, ~~FOR~~2025, ~~REGISTRANT’S~~the ~~COMMON~~Company ~~EQUITY~~issued 56,667 ~~RELATED~~shares of ~~STOCKHOLDER~~its ~~MATTERS~~common ~~AND~~stock ~~ISSUER~~to ~~PURCHASES~~James OFMansour ~~EQUITY~~in ~~SECURITIES~~full settlement of his amount due for past services.

~~Market~~On ~~Information~~February 20, 2025, the Company issued 109,068 shares of its common stock to satisfy the previous conversion of debt.

~~The~~On February 26, 2025, the Company’s issued 139,377 shares of its common stock isto ~~traded~~Pure onEnergy ~~OTC Markets~~in ~~under~~exchange for the ~~stock~~cancellation ~~symbol~~of ~~“SNBH”~~all debt and related accrued interest.

~~Holders~~On February 26, 2025, the Company issued 377,528 shares of ~~our~~its ~~Common~~common ~~Stock~~stock to Pure Energy in exchange for the cancellation of all debt and related accrued interest.

As of April 14, 2025, there were approximately 161 stockholders of record of our common stock, and 155,366,844 shares of common stock outstanding. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form. The stock transfer agent for our securities is Empire Stock Transfer, Inc., 1859 Whitney Mesa Dr., Henderson, NV 89014.16

~~Dividends~~On February 27, 2025, the Company issued 51,334 shares of its common stock to Grace Court Advisors in full settlement of an amount due for past services.

~~The~~On ~~Company~~March ~~has~~11, ~~never~~2025, ~~declared~~the orCompany ~~paid~~issued ~~any~~66,667 ~~cash or~~shares ~~stock~~of ~~dividends on~~ its common stock. ~~The Company currently intends~~ to ~~retain~~George ~~future~~Furlan ~~earnings,~~as ~~if any, to finance the expansion of its business. As~~ a ~~result,~~bonus ~~the~~related ~~Company~~to ~~does~~merger ~~not anticipate paying any cash dividends in the foreseeable future~~services.

~~Securities~~On ~~Authorized~~March 11, 2025, the Company issued 33,334 shares of its common stock to a service provider for ~~Issuance~~as ~~Under~~a ~~Equity~~bonus ~~Compensation~~related ~~Plans~~to merger services.

On ~~August~~March 1611, ~~2022~~2025, the Company ~~adopted~~issued ~~that certain Sentient Brands Holdings Inc. 2022 Equity Incentive Plan (the “Plan”). On August 19~~348,916 ~~2022 the Company filed a registration statement on Form S-8 (the~~shares ~~“Form~~of ~~S-8”)~~its ~~with~~common ~~the~~stock ~~Securities~~to ~~and~~Adriatic ~~Exchange~~Advisors ~~Commission~~in exchange for the ~~purpose~~cancellation of ~~registering~~all ~~under~~debt ~~the~~and ~~Securities~~related ~~Act~~accrued ~~of 1933, as amended, 5,000,000 shares of common stock are issuable under the Plan~~interest.

~~Recent~~On ~~Sales~~March of20, ~~Unregistered~~2025, ~~Securities~~the Company issued 33,334 to an investor who had purchased stock in May 2024, but was not issued at the year ended December 31, 2024.

On ~~February~~April 62, 2025, the Company issued 18,~~000,000 shares~~242 shares of its common stock to an individual in exchange for ~~consulting~~the ~~services~~cancellation of all debt and related accrued interest.

On ~~February~~April 63, 2025, the Company issued 234,~~000,000 shares~~416 shares of its common stock to an individual in exchange for ~~consulting~~the ~~services~~cancellation of all debt and related accrued interest.

On ~~February~~April 1115, 2025, the Company issued 366,~~680,000 shares~~667 shares of its common stock tothat ~~George~~had ~~Furlan~~been asreserved aon ~~bonus~~September ~~related~~9, to2024 ~~the~~for ~~merger~~legal fees.

On ~~February~~April 1116, 2025, the Company issued 110,~~700,~~000 ~~shares~~ shares of its common stock ~~to James Mansour~~ in full settlement of ~~his~~an amount due for past services.

On ~~February~~April 2017, 2025, the ~~Company~~company issued 314,~~272,031 shares~~334 shares of its common stock tofor ~~satisfy~~consulting ~~the previous conversion of debt~~services.

On ~~February~~September 2612, 2025, the Company issued 4180,~~181,284~~665 shares of its common stock to ~~Pure~~GA3 ~~Energy~~Consortium, LLC in exchange for the ~~cancellation~~conversion of ~~all~~$85,000 ~~debt~~in ~~and related~~ accrued interest for a convertible note.

OnEach ~~February~~of ~~26, 2025,~~ the ~~Company~~share ~~issued~~issuances ~~11,325,837 shares~~above ofare ~~its~~stated ~~common~~post Reverse ~~stock~~Recapitalization toat ~~Pure~~a ~~Energy~~ratio inof ~~exchange~~30 for ~~the~~1 ~~cancellation~~(30:1) ofeffective ~~all~~January ~~debt~~2, ~~and related accrued interest~~2026.

~~On February 27~~The offers, ~~2025~~sales, and issuances of the ~~Company~~securities ~~issued~~described ~~1,540,000~~above were deemed to be exempt from registration under the Securities Act in ~~shares~~reliance on Section 4(a)(2) of ~~its~~the ~~common~~Securities ~~stock~~Act toof ~~Grace~~1933, ~~Court~~as ~~Advisors~~amended and/or Rule 506 as promulgated under Regulation D as transactions by an issuer not involving a ~~bonus~~public ~~related~~offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the ~~merger~~securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.

~~On March 11, 2025, the Company issued 2,000,000 shares~~Issuer Purchases of ~~its~~Equity ~~common stock to George Furlan as a bonus related to merger services.~~Securities

~~On March 11, 2025, the~~ The Company ~~issued~~has ~~1,000,000~~not ~~shares of~~repurchased its ~~common~~securities ~~stock~~during tothe ayear ~~service~~ended ~~provider~~December ~~for~~31, ~~services~~2025.

~~On March 11, 2025, the Company issued 10,467,460 shares~~ITEM ~~of its common stock to Adriatic Advisors in exchange for the cancellation of all debt and related accrued interest~~6. ~~See~~SELECTED ~~Note~~FINANCIAL 5.DATA

~~On March 20, 2025,~~ As the Company ~~issued~~is ~~1,000,000~~a ~~to an~~Smaller ~~investor~~Reporting ~~who~~Company ~~had~~(as ~~purchased~~defined ~~stock~~by inRule ~~May 2024~~229.10(f)(1)), ~~but~~the ~~was~~Company is not ~~issued~~required atto ~~year~~provide ~~end~~the information under this item.

~~On April 2, 2025, the Company issued 247,250 shares~~ITEM of7. ~~its~~MANAGEMENT’S ~~common~~DISCUSSION ~~stock~~AND toANALYSIS anOF ~~individual~~FINANCIAL inCONDITION ~~exchange~~AND ~~for~~RESULTS ~~the~~OF ~~cancellation of all debt and related accrued interest.~~OPERATIONS

OnThe following ~~April~~discussion 3,and ~~2025,~~analysis ~~the~~of ~~Company~~our ~~issued~~financial ~~1,032,465~~condition ~~shares of~~and ~~its~~results ~~common~~of ~~stock~~operations toshould anbe ~~individual~~read in ~~exchange~~conjunction ~~for~~with the ~~cancellation~~consolidated financial ofstatements ~~all~~and ~~debt~~the notes thereto contained elsewhere in this report. Certain information contained in the discussion and ~~related~~analysis set ~~accrued~~forth ~~interest~~below includes forward-looking statements that involve risks and uncertainties.

~~The foregoing information~~Unless isotherwise ~~a summary of each of the agreements involved in the transactions described above~~indicated, isreferences ~~not complete, and is qualified in its entirety by reference~~ to the ~~full text of those agreements~~“Company,” ~~each~~“us” ofor ~~which~~“we” isrefer ~~attached an exhibit~~ to ~~this~~Sentient ~~Annual~~Brands ~~Report on Form 10-K~~Holdings Inc. ~~Readers should review those agreements for a complete understanding of the terms~~ and ~~conditions~~its ~~associated with this transaction~~subsidiaries.

18Special Note Regarding Forward-looking Statements

~~The~~All statements ~~offers,~~other ~~sales,~~than ~~and~~statements ~~issuances~~ of ~~the~~historical ~~securities described~~fact ~~above~~included ~~were~~in ~~deemed~~this toForm be10-K ~~exempt~~including, ~~from~~without ~~registration~~limitation, statements under ~~the~~“Management’s Discussion ~~Securities~~and ~~Act~~Analysis inof ~~reliance~~Financial onCondition ~~Section~~and ~~4(a)(2)~~Results of ~~the~~Operations” ~~Securities~~regarding ~~Act of~~our ~~1933~~financial position, asbusiness ~~amended~~strategy and~~/or~~ the ~~Rule~~plans ~~506~~and asobjectives ~~promulgated~~of ~~under~~management ~~Regulation~~for Dfuture asoperations, ~~transactions~~are byforward-looking anstatements. ~~issuer~~When ~~not~~used ~~involving~~in athis ~~public~~Form ~~offering.~~10-K, ~~The~~words such ~~recipients~~as of“anticipate,” ~~securities~~“believe,” in“estimate,” ~~each~~“expect,” of“intend” ~~these~~and ~~transactions~~similar ~~acquired~~expressions, as ~~the~~they ~~securities~~relate ~~for~~to ~~investment~~us ~~only~~or ~~and~~our ~~not~~management, ~~with~~identify aforward-looking ~~view~~statements. toSuch orforward-looking ~~for~~statements ~~sale~~are based on the beliefs inof ~~connection~~management, ~~with~~as ~~any~~well ~~distribution~~as ~~thereof~~assumptions ~~and~~made ~~appropriate~~by, ~~legends~~and ~~were~~information ~~affixed~~currently available to, ~~the~~our ~~securities~~management. ~~issued~~Actual inresults ~~these~~could ~~transactions.~~differ ~~Each~~materially offrom ~~the~~those ~~recipients~~contemplated ofby ~~securities~~the inforward-looking ~~these~~statements ~~transactions~~as ~~was~~a anresult ~~accredited~~of ora ~~sophisticated~~number ~~person~~of ~~and~~factors, ~~had~~including ~~adequate~~those ~~access,~~set ~~through~~forth ~~employment,~~under the risk ~~business~~factors orand ~~other~~business ~~relationships,~~sections toin ~~information~~this ~~about~~Form us10-K.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Annual Report on Form 10-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.Overview

~~Issuer~~Sentient Brands ~~Purchases~~is currently a next-generation brand platform focused on the acquisition, development, and commercialization of ~~Equity~~premium ~~Securities~~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 has not repurchased its securities during the year ended December 31, 2024.~~18

~~ITEM 6. SELECTED FINANCIAL DATA~~Going Concern

AsWe have a limited operating history in the ~~Company~~CPG sector, and our continued growth is dependent upon the continuation of selling our products to our customers; hence generating revenues and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. We had an accumulated deficit of $6,332,894 and $5,131,317 at December 31, 2025 and 2024, respectively and a ~~Smaller~~working ~~Reporting~~capital ~~Company~~deficit (of $3,902,970 and $2,752,810 at December 31, 2025 and 2024, respectively. Included in the working capital deficit for the year ended December 31, 2025 is $2,640,712 in Acquisition Credits as ~~defined~~a bycontingent ~~Rule~~liability ~~229~~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.~~10(f)(1))~~ 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 ~~Company~~current iscash ~~not~~balance cannot ~~required~~be projected to ~~provide~~cover the ~~information~~operating ~~under~~expenses for the next twelve months from the release date of this ~~item~~report. These factors, among others, raised substantial doubt about our ability to continue as a going concern. Our consolidated financial statements appearing elsewhere in this report do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate significant revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

~~ITEM~~Our ability 7to 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. ~~MANAGEMENT’S~~However, ~~DISCUSSION~~there ~~AND~~can ~~ANALYSIS~~be no OFassurance ~~FINANCIAL~~that ~~CONDITION~~any ~~AND~~additional ~~RESULTS~~financings OFwill ~~OPERATIONS~~be available to us on satisfactory terms and conditions, if any.

The accompanying ~~following~~consolidated ~~discussion~~financial ~~and~~statements, ~~analysis~~included ofin ~~our~~Item ~~financial condition~~8, ~~and~~do ~~results~~not ofinclude ~~operations~~any ~~should~~adjustments berelated ~~read~~to inthe ~~conjunction~~recoverability ~~with~~or ~~the~~classification ~~consolidated~~of ~~financial~~asset-carrying amounts ~~statements~~or ~~and~~ the ~~notes~~amounts ~~thereto~~and ~~contained elsewhere~~classification inof ~~this~~liabilities ~~report.~~that ~~Certain~~may ~~information~~result ~~contained~~should in the ~~discussion~~Company ~~and~~be ~~analysis~~unable ~~set~~to ~~forth~~continue ~~below~~as ~~includes~~a ~~forward-looking~~going ~~statements that involve risks and uncertainties~~concern.

~~Unless otherwise indicated, references to the “Company,”~~Critical ~~“us”~~Accounting orPolicies ~~“we” refer to Sentient Brands Holdings Inc.~~ and ~~its subsidiaries.~~Estimates

~~Special~~Our discussion ~~Note~~and ~~Regarding~~analysis ~~Forward~~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-~~looking~~lived ~~Statements~~assets, income taxes, acquisition credits payable and the valuation of equity transactions.

~~All~~We base ~~statements~~our ~~other~~estimates ~~than statements~~on of historical ~~fact~~experience ~~included~~and inon ~~this~~various ~~Form~~other ~~10-K~~assumptions ~~including,~~that ~~without~~we ~~limitation,~~believed ~~statements~~to be reasonable under ~~“Management’s~~the ~~Discussion~~circumstances, ~~and~~the ~~Analysis~~results of ~~Financial~~which ~~Condition~~form ~~and~~the ~~Results~~basis offor ~~Operations”~~making ~~regarding~~judgments ~~our~~about ~~financial position, business strategy and~~ the ~~plans and~~carrying ~~objectives~~values of ~~management~~assets ~~for~~and ~~future~~liabilities ~~operations,~~that are ~~forward-looking~~not ~~statements.~~readily ~~When~~apparent from ~~used~~other insources. ~~this~~Any ~~Form~~future ~~10-K,~~changes ~~words~~to ~~such~~these asestimates ~~“anticipate,” “believe,” “estimate,” “expect,” “intend”~~ and ~~similar~~assumptions ~~expressions,~~could ascause ~~they~~a ~~relate~~material change to ~~us or~~ our ~~management,~~reported ~~identify~~amounts ~~forward-looking statements. Such forward-looking statements are based on the beliefs~~ of ~~management~~revenues, ~~as well~~ ~~as assumptions made by~~expenses, assets and ~~information currently available to, our management~~liabilities. Actual results ~~could~~may differ ~~materially~~ from ~~those~~these ~~contemplated by~~estimates ~~the~~under ~~forward-looking~~different ~~statements~~assumptions asor aconditions. ~~result~~We ofbelieve the afollowing ~~number~~critical ofaccounting ~~factors,~~policies ~~including~~affect ~~those~~our ~~set~~more ~~forth~~significant ~~under~~judgments ~~the~~and ~~risk~~estimates ~~factors~~used ~~and~~in ~~business~~the ~~sections in~~preparation ~~this~~of ~~Form~~the ~~10-K~~consolidated financial statements.

~~Overview~~Revenue Recognition

~~Sentient~~During ~~Brands~~the isyears aended ~~next-level~~December ~~product~~31, ~~development~~2025 and ~~brand~~2024, ~~management~~our ~~company~~revenue ~~with~~recognition apolicy ~~focus~~was ~~on building innovative brands~~ in ~~the~~accordance ~~Luxury~~with ~~and~~Financial ~~Premium~~Accounting ~~Market~~Standards ~~space.~~Board ~~The Company has a Direct-to~~(“FASB”), ~~Consumer~~Accounting ~~business~~Standards ~~model~~Codification ~~focusing~~(“ASC”) onASC ~~the~~606, ~~integration~~“Revenue offrom ~~wellness~~Contracts ~~and~~with ~~beauty~~Customers”, ~~for conscious consumers. The Company incorporates an omnichannel~~which ~~approach~~requires inthe ~~its~~recognition ~~marketing~~of ~~strategies~~sales tofollowing ~~ensure~~five ~~that~~steps: ~~its~~(i) ~~products~~identify ~~are~~the ~~accessible~~contract(s) ~~across both digital and retail channels. The Company develops and nurtures Lifestyle Brands~~ with ~~carefully~~a ~~thought-out ingredients~~customer, ~~packaging,~~(ii) ~~fragrance~~identify ~~and~~the ~~design.~~performance ~~Sentient Brands’ leadership~~obligations ~~team has extensive experience~~ in ~~building~~the ~~world-class brands such as Hugo Boss~~contract, ~~Victoria’s~~(iii) ~~Secret,~~determine ~~Versace,~~the ~~and~~transaction ~~Bath & Body Works. The Company is focused on two key market segments targeting: wellness and responsible luxury~~price, ~~which~~(iv) allocate the ~~Company~~transaction ~~believes~~price ~~represent unique opportunities for its Oeuvre product line. Sentient Brands intends~~ to ~~leverage~~the ~~its~~performance obligations in~~-house~~ ~~innovation~~the ~~capabilities to launch new~~contract, ~~products that “disrupt” adjacent product categories. We plan to grow by leveraging our deep connections within our existing network~~ and ~~attract~~(v) ~~consumers~~recognize ~~through~~revenue ~~increased~~when ~~brand~~(or ~~awareness~~as) ~~and~~the ~~investing~~entity insatisfies ~~unique~~a ~~social~~performance ~~media marketing~~obligation. ~~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.~~

19Our customers place orders for our products pursuant to their purchase orders and the Company is paid by our customers pursuant to our invoices. Each invoice calls for a fixed payment in a fixed period of time. We recognize revenue by selling and delivering our products under our customers’ purchase orders and our related invoices to our customers. Prepayments, if any, received from customers prior to the products being delivered are recorded as advance from customers. In these cases, when the products are delivered, the amount recorded as advance from customers is recognized as revenue.

~~Principal Products and Services~~Income Taxes

~~All~~The Company is governed by the income tax laws of ~~our~~the ~~proprietary~~United ~~formulations~~States. ~~contain~~Income ~~clean,~~taxes are accounted for pursuant to ASC 740 “Accounting ~~vegan~~for Income Taxes,” ~~ethically~~which ~~and~~is ~~environmentally~~an ~~responsible~~asset ~~ingredients.~~and ~~The~~liability ~~Company~~approach ~~currently~~that ~~has~~requires ~~one~~the ~~main~~recognition ~~product~~of ~~line,~~deferred tax assets and ~~another~~liabilities for the expected future tax consequences of events that have been recognized in ~~development~~our consolidated financial statements or tax returns. The ~~Company’s~~charge ~~current~~for ~~active~~taxes ~~product~~is ~~line~~based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is ~~Oeuvre~~ calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

~~Oeuvre~~19

~~Oeuvre - ”A~~Deferred tax ~~Body~~is ofaccounted ~~Art” – is~~for ausing ~~next~~the ~~generation~~balance ~~luxury~~sheet ~~skin~~liability ~~care~~method in respect of temporary differences arising from differences between ~~line~~the carrying amount of assets and ~~lifestyle~~liabilities ~~brand.~~in ~~The~~the ~~foundation~~consolidated offinancial ~~our~~statements ~~system~~and ofthe ~~products~~corresponding istax ~~our~~basis ~~proprietary~~used OEin ~~Complex:~~the computation ~~Botanicals~~of +assessable ~~Gemstones~~tax ~~formulation~~profit. As a principle, deferred tax liabilities are recognized for all taxable temporary differences, ~~Each~~and ~~product~~deferred intax assets are recognized to the ~~Oeuvre~~extent ~~Artistry~~that ~~Collection~~it ~~optimizes~~is ~~three~~probable ~~functions:~~that ~~cellular~~taxable ~~energy,~~profit ~~moisture~~will ~~balance,~~be ~~and~~available ~~nutrient~~against ~~utilization.~~which ~~Four~~deductible ~~products~~temporary ~~comprise~~differences ~~the~~can ~~Oeuvre~~be ~~collection:~~utilized.

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

~~Drawing inspiration from petals, leaves, roots, minerals and gemstones, Oeuvre celebrates the artistry of well~~Stock-~~being and beauty, inside and out. Oeuvre products~~based ~~are non-toxic, ungendered products made with zero GMO, retinyl palmitate, petroleum, mineral oil, parabens, sulfates, and synthetic colors.~~Compensation

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

~~Oeuvre is~~Pursuant to ~~our~~ASC ~~luxury~~505-50, ~~segment~~for ~~product~~share-based ~~line. With Oeuvre~~payments to consultants and other third-parties, wecompensation ~~are~~expense ~~targeting~~is adetermined ~~large~~at ~~and~~the ~~influential~~“measurement date.” ~~consumer~~The ~~class~~expense is recognized over the period of ~~individuals~~services ~~that~~or ~~are~~the ~~“HENRYs”~~vesting –period, whichever is applicable. Until the measurement ~~High-Earners-Not-Rich-Yet~~date is reached, the total amount of compensation expense remains uncertain. ~~They~~We ~~have~~record ~~discretionary~~compensation ~~income~~expenses ~~and~~based ~~are~~on ~~highly~~the ~~likely~~fair tovalue beof the ~~wealthy~~award inat the ~~future~~reporting date. ~~HENRYs~~The ~~earn~~awards ~~between~~to ~~$100,000~~ consultants and ~~$250,000~~other ~~annually.~~third ~~They~~parties are ~~digitally~~then ~~fluent~~revalued, ~~love~~or ~~online~~the ~~shopping~~total ~~online,~~compensation ~~and~~is ~~are~~recalculated based ~~big~~on ~~discretionary~~the ~~spenders.~~then ~~Therefore,~~current ~~ouvreskincare.com offers~~fair ~~inclusive~~value, ~~affordable~~at ~~luxury~~each ~~products~~subsequent ~~positioned~~reporting ~~for them~~date.

~~We believe the benefit of onboarding this demographic~~Business 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.Combinations

~~Suppliers~~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 ~~Company~~ has ~~several~~been ~~third~~accounted for as an asset acquisition pursuant to ASC 805-~~party~~50, ~~suppliers~~“Business Combinations – Related Issues”, as the acquired set of assets and isactivities did not ~~reliant~~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 ~~any~~a ~~particular~~relative ~~supplier~~fair ~~for~~value ~~its~~basis ~~product~~as ~~offerings~~of the acquisition date.

~~Distribution~~In accordance with the guidance applicable to asset acquisitions:

We● ~~have~~No ~~two~~goodwill ~~primary~~has ~~methods~~been ~~through~~recognized, ~~which~~as wethe ~~sell our~~transaction ~~products:~~did not qualify as a business combination under ASC 805-10. ● The asset values presented reflect the relative fair value allocation of the total purchase price among the identifiable assets acquired. ● The consolidated financial statements do not include the results of operations or cash flows of the acquired assets prior to the acquisition date.

	1.	Direct to Consumer online e-commerce platform
	2.	Wholesale partners

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).

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

WeThe ~~support~~Company ~~our~~acquired ~~brand~~51% ~~launches~~controlling ~~through~~interest ~~social~~in ~~media and~~AE ~~marketing~~NV ~~campaigns,~~and ~~including~~obtained ~~utilizing~~control over ~~influencers.~~all ~~Marketing~~net ~~and~~assets ~~public~~as ~~relations~~well ~~firms~~as ~~are~~all ~~engaged~~rights byto the ~~Company~~business toIP, ~~spearhead its~~contracts, ~~launch~~customer ~~of Oeuvre~~lists, formulations and ~~will~~trade ~~likely~~marks. beSNBH ~~engaged~~paid ~~for~~fair value ~~our~~in ~~future~~issuing ~~planned~~$1,905,272 ~~brand~~Acquisition ~~launches~~Credits asto ~~well~~the shareholders of AE FL.

20The Company recognized all the assets acquired as well as intangible assets such as trademarks, licenses, customer lists, contracts and goodwill.

~~Growth Strategies~~Goodwill

ToGoodwill represents ~~grow~~the ~~our~~excess ~~company~~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, ~~Sentient~~“Intangibles—Goodwill ~~Brands~~and ~~intends~~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 ~~Create~~Long-Lived a leading consumer packaged goods company; ● Partner with established distributers and retailers; ● Focus on operational excellence and product quality; and ● Establish ongoing communication with the capital marketsAssets

~~The~~Long-lived assets ~~Company~~and ~~believes~~certain itidentifiable ~~has~~intangible ~~assembled~~assets ato ~~highly~~be ~~accomplished~~held and used are reviewed for impairment whenever events or changes in circumstances ~~team~~indicate that the carrying amount of ~~branding~~such ~~and~~assets ~~marketing~~may ~~professionals~~not ~~who~~be ~~have~~recoverable. aDetermination ~~combined~~of ~~experience~~recoverability ~~and~~is ~~track~~based ~~record~~on an estimate of ~~successfully~~undiscounted future ~~launching~~cash flows resulting from the use of the asset and ~~operating~~its ~~major~~eventual disposition. Measurement of an impairment loss for long-lived ~~brands~~assets inand ~~the~~certain ~~consumer~~identifiable ~~market~~intangible ~~space~~assets that management expects to hold, ~~which~~and use is based on the ~~Company~~fair ~~believes~~value ~~will~~of ~~provide~~the itasset. ~~with~~Long-lived assets itand acertain ~~competitive~~identifiable ~~edge~~intangible inassets ~~its~~to ~~industry~~be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

~~M&A~~Fair value ~~Strategy~~of financial instruments

InWe value Q3our ~~2022,~~financial ~~the~~assets ~~Company~~and ~~launched~~liabilities anon ~~M&A~~a ~~strategy to~~recurring ~~identify~~basis ~~high-margin,~~using ~~revenue~~the ~~generating~~fair ~~businesses~~value ~~within~~hierarchy ~~above-average~~established ~~growth~~in ~~potential~~Accounting ~~industry~~Standards ~~sectors as potential acquisition~~Codification ~~targets.~~(“ASC”) ~~The~~820, ~~Company~~“Fair isValue ~~continuing~~Measurements ~~this~~and ~~strategy into 2024~~Disclosures”.

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

~~The~~Level 1 ~~Company~~input, ~~launched~~which ~~its~~include ~~Oeuvre~~quoted ~~product~~prices ~~line~~ in ~~the~~active ~~fourth~~markets ~~quarter~~for ofidentical ~~2021.~~assets ~~The~~or ~~Company’s sales channels are direct to consumer and wholesale~~liabilities.

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

~~The~~Level 3 ~~Company’s~~inputs, ~~Oeuvre~~which ~~brand~~include isunobservable ~~trademarked in~~inputs ~~the~~that ~~United~~are ~~States,~~supported ~~with~~by alittle ~~European~~or ~~trademark~~no ~~application~~market ~~pending. The~~activity ~~Company~~and ~~expects~~that are significant to ~~rely~~the onfair ~~trade~~value of ~~secrets~~the ~~and~~underlying ~~proprietary know-how protection for~~asset ~~our~~or ~~confidential~~liability. Level 3 assets and ~~proprietary~~liabilities ~~information~~include those whose fair value measurements are determined using pricing models, ~~however~~discounted wecash ~~have~~flow ~~not~~methodologies ~~yet~~or ~~taken~~similar ~~security~~valuation ~~measures~~techniques, toas ~~protect~~well ~~this~~as ~~information~~significant management judgment or estimation.

~~Competition~~20

~~We have experienced, and expect to continue to experience,~~Segment ~~intense competition from a number of companies.~~Reporting

The Company ~~current~~applies ~~market~~ASC is280, ~~highly~~“Segment ~~competitive~~Reporting”, ~~consisting~~in ofdetermining ~~publicly-trade~~reportable ~~and~~segments for its financial statement disclosure. ~~privately-owned~~Operating ~~companies,~~segments ~~many~~are defined as components of an entity for which ~~are~~separate ~~more~~financial ~~adequately~~information ~~capitalized~~is ~~than~~available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its President and Chief Operating Officer. The Company has determined that it operates as a single operating segment and has one reportable segment based on the consolidated results of SNBH as reviewed by the CODM.

~~Research and Development~~Acquisition Credits

WeThe Company ~~are~~has ~~continuously~~classified in the ~~process~~Acquisition ofCredits ~~identifying and/or~~issued ~~developing potential new products~~ to ~~offer~~shareholders toof ~~our~~AIG ~~customers.~~and ~~Our~~AE ~~expenditures~~FL onas ~~research~~contingent ~~and~~liabilities ~~development~~in ~~have~~compliance ~~historically~~with ~~been~~ASC ~~small~~480-10-25 ~~and~~which ~~immaterial~~classifies ~~compared~~a tofinancial ~~our~~instrument ~~other~~as ~~business~~a ~~expenditures.~~liability Weif ~~are~~all ~~currently~~the ~~developing~~following ~~new~~criteria ~~formulations~~are ~~for additional product lines~~met.

21● It is mandatorily redeemable; ● It requires or may require the issuer to repurchase it by transferring assets: ● It is settled in a variable number of shares with monetary value fixed or indexed.

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

~~We believe that our success depends upon our ability to attract, develop and~~Related ~~retain~~Party 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.Transactions

~~Our~~During the ~~compensation~~year ~~programs~~ended ~~are~~December ~~designed~~31, to2025, ~~align~~ the ~~compensation~~ ofCompany ~~our~~issued ~~employees with our performance and to provide~~ the ~~proper~~following ~~incentives~~shares toof ~~attract,~~common ~~retain~~stock and ~~motivate~~compensation ~~employees~~ to ~~achieve superior~~related ~~results. The structure of our compensation programs balances incentive earnings for both short-term and long-term performance.~~parties:

~~The~~1. ~~primary~~George ~~mailing~~Furlan, ~~address~~its CEO, was issued 203,667 shares for ~~the~~management ~~Company~~services, isincluding ~~590~~a ~~Madison~~bonus ~~Avenue~~of 66,667 ~~21st~~shares related to the closing of exchange agreement with AIGFB and ~~Floor~~137,000 ~~New~~shares ~~York,~~for ~~New~~prior ~~York~~management ~~10022~~services. ~~The~~He ~~Company’s~~received ~~telephone~~$84,000 ~~number~~in compensation, of which $44,000 is ~~(646)~~accrued. ~~202-2897~~These bonus issuances and debt conversions were not disclosed in the AIGFB Share Exchange Agreement and they were not approved by the new independent Board of Directors of the Company. The Company’s ~~website~~ is ~~www~~reviewing eligibility and compliance for these transactions.~~sentientbrands.com.~~

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

We3. Evan ~~have~~Costaldo, aformer ~~limited~~Legal ~~operating history~~Counsel, ~~and~~was ~~our~~issued ~~continued~~66,667 ~~growth~~shares isduring ~~dependent upon~~ the ~~continuation~~year ofended ~~selling~~December ~~our~~31, ~~products~~2025, towith ~~our~~a ~~customers;~~total ~~hence~~of ~~generating~~133,333 ~~revenues and obtaining additional financing to fund future~~shares ~~obligations~~issued ~~and~~as ~~pay~~compensation ~~liabilities~~for ~~arising~~the ~~from~~AIG ~~normal~~& ~~business~~AIGFB ~~operations~~acquisition. WeHe ~~had~~invoiced ~~an accumulated deficit of~~ $415,~~669,826~~000 and $395,~~533,380~~000 ~~at December~~in ~~31,~~services ~~2024~~for ~~and~~the ~~2023,~~year ~~respectively~~ended ~~and a working capital deficit of $2,291,318 and $1,957,552 at~~ December 31, 2025 ~~2024~~ and ~~2023~~2024, respectively~~. The~~, ~~report~~with of$35,000 ~~our~~in ~~independent~~unpaid ~~registered~~balances. ~~public~~Costaldo’s ~~accounting~~retainer ~~firm~~agreement ~~on our financial statements~~ for ~~the~~closing ~~year~~a ~~ended~~reverse ~~December~~merger ~~31,~~deal ~~2024 contained~~with anAmerican ~~explanatory~~Industrial ~~paragraph~~Group, ~~regarding~~Inc. ~~our~~was ~~ability~~for toa ~~continue~~stipulated asfixed afee ~~going~~of ~~concern~~100,000 ~~based~~shares ~~upon~~and ~~cash~~$30,000 ~~used~~ in ~~operating~~compensation. ~~activities~~This ~~and~~exceeds ~~the current~~contracted ~~cash~~compensation ~~balance~~by ~~cannot~~33,333 beshares ~~projected~~and toover ~~cover~~$5,000 ~~the~~in ~~operating~~total ~~expenses~~monetary ~~for~~compensation. ~~the~~Costaldo ~~next~~also ~~twelve~~invoiced ~~months~~a ~~from~~monthly ~~the~~fee ~~release date~~ of ~~this report. These factors~~$5,000 ~~among others, raised substantial doubt about our ability to continue~~ as ~~a going concern~~legal counsel. ~~Our~~The ~~financial~~reverse ~~statements~~merger ~~appearing~~transaction ~~elsewhere in~~did ~~this report do~~ not ~~include~~occur ~~any~~and ~~adjustments~~Costaldo ~~that~~resigned ~~might~~several ~~result~~months ~~from~~prior to the ~~outcome~~closing of ~~this~~the ~~uncertainty~~AIGFB deal. ~~There~~The Company ~~are~~believes nothese ~~assurances~~bonus weand ~~will be~~debt ~~successful~~issuances, incash ~~our~~compensation ~~efforts~~and todebt ~~generate~~conversions ~~significant~~were ~~revenues~~not orapproved ~~report~~by ~~profitable~~the ~~operations~~new orindependent toBoard of ~~continue~~Directors asof athe ~~going~~Company. ~~concern,~~The inCompany ~~which event~~is ~~investors~~reviewing ~~would~~eligibility ~~lose~~and ~~their~~compliance ~~entire~~for ~~investment~~these ~~in our company~~transactions.

~~Our~~4. Steven ~~ability~~Spanos, tothe ~~continue~~former ~~as a~~outside ~~going~~CFO, ~~concern~~received isa ~~dependent~~bonus ~~upon~~of ~~our~~33,333 ~~ability~~shares related to ~~carry~~the ~~out~~closing ~~our~~of ~~business~~exchange ~~plan,~~agreement ~~achieve~~with ~~profitable~~AIGFB ~~operations,~~in addition ~~obtain~~to ~~additional~~$41,250 ~~working capital~~in ~~funds~~compensation. ~~from~~Company ~~our~~believes ~~significant~~these ~~shareholders,~~bonus and ordebt ~~through~~issuances ~~debt~~are ~~and~~in ~~equity~~breach ~~financings.~~of ~~However,~~AIGFB ~~there~~Share ~~can~~Exchange beAgreement and nothey were ~~assurance~~not ~~that~~approved ~~any additional~~by ~~financings~~the ~~will~~new beindependent ~~available~~Board toof usDirectors onof ~~satisfactory~~the ~~terms~~Company. The Company is reviewing eligibility and ~~conditions,~~compliance iffor ~~any~~these transactions.

~~The~~5. Jelena ~~accompanying~~Vadanjel-Doukas ~~consolidated financial~~and ~~statements~~John doDoukas ~~not~~through ~~include~~their ~~any~~company ~~adjustments~~Grace Court Advisors, LLC, received 10,000 shares for services and a bonus of 51,334 shares related to the ~~recoverability~~closing orof ~~classification~~the ofexchange ~~asset-carrying~~agreement ~~amounts~~with orAIGFB. ~~the~~The ~~amounts~~ Company believes these bonus and ~~classification~~debt issuances, plus cash compensation received, are in breach of ~~liabilities~~AIGFB ~~that~~Share ~~may~~Exchange ~~result~~Agreement ~~should~~and they were not approved by the new independent Board of Directors of the Company. beThe ~~unable~~Company tois ~~continue~~reviewing aseligibility aand ~~going~~compliance ~~concern~~for these transactions.

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

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes and the valuation of equity transactions.21

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

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

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

We3. Erskine ~~recognize~~Spriggs ~~revenue~~is ~~when persuasive~~the ~~evidence~~CEO ofand anowner ~~arrangement~~of ~~exists~~Concent, ~~delivery~~Inc., ~~has~~the ~~occurred~~sole ormanaging ~~products~~member ~~have~~of ~~been~~GA3 ~~sold~~Consortium, LLC, which owns the Company’s ~~purchase~~notes ~~price~~and iswarrants ~~fixed~~which orwere ~~determinable and~~purchased ~~collectability~~from isLeonite ~~reasonably~~Capital ~~assured~~and Adriatic Advisors, LLC.

~~Our customers place orders for our products pursuant to their purchase orders and we are paid by our customers pursuant to our invoices~~4. ~~Each invoice calls for a~~ ~~fixed payment in a fixed period of time~~Mr. WeLee ~~recognize~~Puglisi, ~~revenue by selling our products under our customers’ purchase orders and our related invoices to our customers~~Mr. ~~Revenue~~Serge ~~related~~Knazev ~~to the sales of our products to our customers is recognized as the products are sold~~ and ~~amounts~~GA3 ~~are paid~~Consortium, ~~using the straight-line method over the term of the sales transaction. Prepayments~~LLC, ifhave ~~any,~~been ~~received~~providing ~~from~~funds ~~customers~~for ~~prior~~Company’s tooperations ~~the~~and ~~products~~overhead ~~being~~through ~~delivered~~non-interest ~~are~~bearing ~~recorded as advance from customers. In these cases~~loans, ~~when the products are sold, the amount recorded~~ as ~~advance~~per ~~from~~Emergency ~~customers~~Funding ~~is recognized as revenue~~Agreement.

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

WeWith ~~are governed by~~ the ~~income tax~~exceptions ~~laws~~specifically ofoutlined ~~the~~above, ~~United~~management ~~States.~~believes ~~Income~~all ~~taxes~~related ~~are~~party ~~accounted for pursuant to ASC 740 “Accounting for Income Taxes,” which is~~transactions anwere ~~asset~~made ~~and~~on ~~liability~~terms ~~approach~~equivalent ~~that~~to ~~requires~~those ~~the recognition of deferred tax assets and liabilities for the expected future tax consequences of events~~ that ~~have~~prevail ~~been recognized~~ in ~~our~~arm’s ~~financial~~length ~~statements~~transactions orand ~~tax~~were ~~returns.~~approved ~~The~~by ~~charge for taxes is based on~~ the ~~results~~Company’s ~~for the period~~Board asof ~~adjusted~~Directors ~~for items, which are non-assessable~~ or ~~disallowed.~~an Itauthorized ~~is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date~~committee.

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

~~Deferred~~We review ~~tax~~newly isissued ~~calculated using~~accounting ~~tax~~standards ~~rates~~and ~~that~~pronouncements ~~are~~for ~~expected~~the topotential ~~apply~~impact to the ~~period~~Company’s ~~when~~consolidated ~~the~~financial ~~asset~~statements. Other isaccounting ~~realized,~~standards orthat ~~the~~have ~~liability~~been isissued ~~settled.~~or ~~Deferred~~proposed ~~tax~~by isFASB ~~charged or~~that ~~credited~~do innot ~~the~~require ~~income~~adoption ~~statement,~~until ~~except~~a ~~when~~future itdate isare ~~related~~not expected to ~~items~~have ~~credited~~a ormaterial ~~charged~~impact ~~directly~~on toour ~~equity,~~consolidated infinancial ~~which~~statements ~~case~~upon ~~the~~adoption. ~~deferred tax~~We isdo ~~changed~~not todiscuss ~~equity.~~recent ~~Deferred~~pronouncements ~~tax~~that ~~assets and liabilities~~ are ~~offset~~not anticipated ~~when they related~~ to ~~income~~have ~~taxes~~an ~~levied~~impact byon ~~the~~or ~~same~~are ~~taxation authority~~unrelated ~~and we intend~~ to ~~settle~~our ~~its~~consolidated ~~current~~financial ~~tax~~condition, ~~assets~~results ~~and~~of ~~liabilities~~operations, oncash aflows ~~net~~or ~~basis~~disclosures.

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

~~Stock~~The ~~based~~Company ~~compensation~~continues isto ~~accounted~~evaluate ~~for~~the ~~based~~enhanced ~~on the~~disclosure requirements of ~~the~~ASU ~~Share~~2023-~~Based~~09, ~~Payment~~Improvements ~~topic~~to ofIncome ~~Accounting~~Tax ~~Standards~~Disclosures, Codification (“ASC”) 718 which requires recognition in the 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~~ensure ~~the~~compliance ~~services~~with inincreased ~~exchange~~transparency ~~for~~mandates ~~the~~regarding ~~award.~~rate ~~The Accounting Standards Codification~~reconciliation ~~also requires measurement of the cost of employee~~ and ~~director~~Net ~~services~~Operating ~~received~~Loss in(NOL) ~~exchange~~carryforward ~~for an award based on the grant-date fair value of the award~~categories.

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 expense 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.22

~~Recent~~RESULTS OF ~~Accounting Pronouncements~~OPERATIONS

~~Other accounting standards~~Comparison ~~that~~of ~~have~~Results ~~been~~of ~~issued~~Operations orfor ~~proposed~~the byYears ~~FASB~~Ended ~~that~~December do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption. We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our consolidated financial condition31, ~~results~~2025 ofand ~~operations, cash flows or disclosures~~2024.

23Revenue

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

~~Comparison~~ Cost of ~~Results~~Goods ~~of Operations for the Years Ended December 31, 2024 and 2023.~~Sold

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

~~We did not generate significant~~Operating ~~revenue for the years ended December 31, 2024 and 2023.~~Expenses

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

For the years ended December 31, 2024 and 2023:

	2025		2024

Advertising and Marketing	$	7,374	$	900
General and Administrative		99,664		15,560
Legal and Professional		605,795		557,408
Management Fees		497,345		217,810

TOTAL OPERATING EXPENSES	$	1,210,178	$	791,678

	2024		2023
Advertising and Marketing	$	—		1,057
General and Administrative		79,790		109,533
Legal and Professional		487,196		139,017
Office rent		1,352		1,352
Write down inventory to net realizable value		150,000		—
Management Fees		163,310		—
TOTAL OPERATING EXPENSES	$	881,648	$	250,959

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

● Our advertising and marketing expense mainly includes our costs of branding, design and materials. We have eliminated our marketing activity as we pursue a merger or acquisition ● Professional fees primarily consisted of the following:Consulting Services

	For the year ended December 31,
	2024		2023
Accounting and Auditing	$	95,700	$	62,200
Other advisory Services		29,373		16,817
Legal Fees		361,223		60,000
Social Media Consulting		900		—
	$	487,196	$	139,017

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

● Professional fees as a whole increased by $348,179 primarily due to the increased legal and accounting fees related to potential merger activity. ● Management fees primarily consisted of compensation of our Chief Operating officer and a consultant. The fees increased during 2024 as the Company pursued a merger opportunity. No management fees were taken during 2023. ● Our general and administrative costs decreased by $29,743, as the Company’s cash restrictions, austerity measures were implemented to reduce expenses until such time as the cash flow improves.

	2025		2024

Accounting & Auditing	$	104,552	$	95,700
Other Advisory Services		151,670		91,800
Legal Fees		349,573		369,908
Management Fees		497,345		217,810

TOTAL CONSULTING EXPENSES	$	1,103,140	$	775,218

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

~~As a result of the foregoing, for the year ended December 31, 2024, loss from operations amounted to $881,648, as compared to loss from operations of $250,859 for the year ended December 31, 2023.~~23

24Income (Loss) from Operations

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

Other ~~income (expense) was ($254,798) for the year~~ ~~ended~~Income ~~December 31, 2024, compared to~~ (~~$226,875~~Expense) ~~for the year ended December 31, 2023. The expenses for both years are entirely related to interest expense, including default interest.~~

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

WeThere ~~did~~were ~~not~~other ~~have~~income ~~any~~items of $113,653, with $98,653 in income for embedded ~~taxes~~derivative ~~expense~~calculations for a convertible note and three warrants and a fraud claim adjudicated in the ~~years~~state of New Jersey which resulted in a claim for $25,000, of which $15,000 was received in the year ended December 31, ~~2024~~2025. ~~and~~No reserve for the additional $10,000 has been made as the collection is not reasonably assured. There was a gain on the embedded derivative for the year ended December 31, ~~2023~~2024 in the amount of $381,246.

~~Net~~The ~~Income~~other ~~(Loss)~~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.

~~Net loss for the years ended~~Income December 31, 2024 and 2023 were $1,136,446 and $477,734, respectively. The increase in Net Loss was primarily due to the increased professional fees and management fees as the Company pursues a merger opportunity.Taxes

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

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

ToNet loss for the ~~extent~~years weended ~~are~~December ~~successful in~~31, ~~growing~~2025 ~~our~~and ~~business~~2024 ~~both~~were ~~organically~~$1,201,577 and ~~through acquisition~~$904,624, werespectively. ~~continue~~The decrease in Net Loss was primarily due to ~~plan~~the ~~our~~net ~~working~~profit ~~capital~~contribution ~~and~~from the ~~proceeds~~new ofacquisitions ~~any~~as ~~financing~~the toCompany ~~finance~~executed ~~such~~its acquisition ~~costs~~strategy.

Liquidity ~~is the ability~~ ~~of a company to generate funds to support its current~~ and ~~future~~Capital operations, satisfy its obligations and otherwise operate on an ongoing basis. At December 31, 2024 and 2023, we had cash balance of approximately $3,432 and $1,299, respectively. These funds are kept in financial institutions located in United States.Resources

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

~~Operating activities used $323,367 in cash~~ To the ~~year ended~~extent ~~December 31, 2024, as compared with $68,544 for~~ the ~~year~~Company ~~ended December 31, 2023. Our net loss of $1,136,446~~ is ~~the~~successful ~~main component of our negative operating cash flow~~ in ~~2024.~~growing ~~This was offset for non-cash expenses that were paid with the Company’s common stock totaling $380,750 and a write down of~~ our ~~inventory~~business ~~totaling~~both ~~$150,000.~~organically ~~In addition our prepaid expenses decreased by $8,453~~ and ~~accounts payable~~through ~~increased by $149~~acquisition,~~000.~~ ~~For~~we ~~the~~continue ~~year~~to ~~ended~~plan ~~December 31, 2023,~~ our ~~net~~working ~~loss~~capital and ~~of $477,734 is~~ the ~~main~~proceeds ~~component~~ of ~~our~~any ~~negative~~financing ~~operating cash~~to ~~flow.~~finance ~~This~~such ~~was~~acquisition ~~offset for non-cash expenses that were paid with the Company’s common stock totaling $140,900~~costs. ~~In addition, our inventory decreased by $24,539 and accounts payable increased by $184,849. An increase in prepaid expenses used $8,453 of cash.~~

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

~~There~~Short-Term Liquidity ~~are~~and noCapital ~~Investing~~Plan: ~~activities~~The inCompany ~~for~~is ~~the~~actively ~~year~~pursuing several strategic financing and debt restructuring initiatives to address ~~ended~~short-term ~~December~~liquidity 31and cash needs, ~~2024~~as orits ~~2023~~ability to continue as a going concern is dependent on obtaining additional working capital funds through debt and equity financings. Key initiatives include:

~~Cash~~● ~~flows~~Working ~~from~~with ~~Financing~~an ~~Activities~~institutional investor for an equity credit line starting with $250,000 and expandable to $1.5 million. ● Working with short-term note holders on the conversion of their obligations into equity, continuing the strategy of converting notes and interest payable into common stock. ● Working with the GA3 Consortium on note and warrant restructuring, including a freeze of the interest and the elimination of “toxic” debt provisions. The Company issued shares to GA3 Consortium, LLC for the conversion of accrued interest on a convertible note in the amount of $85,000 for the year ended December 31, 2025. ● Working with GA3 Consortium on continuing to provide additional financing in the form of non-recursive, forgivable, interest free loans.

Cash flows ~~provided by financing activities during the year ended December 31, 2024 amounted to $325,500 as compared with $68,795 for the year ended December 31, 2023. During 2024, we received net proceeds~~ from ~~short~~Operating term loans totaling $11,500. We also received $314,000 from the sale of common stock. During 2023, we received net proceeds from short term loans totaling $22,795. We also increased our stock subscription payable for $85,000. During 2023, we also received $38,000 from the sale of common stock and $8,000 from the exercise of warrants to purchase common stock.Activities

25Operating activities used $223,873 in cash the year ended December 31, 2025, as compared with cash used of $402,718 for the year ended December 31, 2024.

WeOur ~~will~~net ~~need~~loss ~~to raise additional funds, particularly if we are unable to generate positive cash flow as a result~~ of ~~our operations. We estimate that based on current plans and assumptions~~$1, that our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other than working capital and advance received from related parties and funds received pursuant to securities purchase agreements201,577 ~~we presently~~is ~~have~~the nomain ~~other significant alternative source~~ component of ~~working capital. We have used these funds to fund~~ our ~~operating~~negative ~~expenses,~~cash ~~pay our~~flow ~~obligations~~in ~~and grow our company~~2025. We ~~will~~recognized ~~need~~prepaid tofulfillment ~~raise~~costs ~~significant additional capital to fund our operations and to provide working capital~~ for ~~our~~inventory ~~ongoing~~transferred ~~operations and obligations. Therefore, our future operation is dependent on our ability~~ to ~~secure~~AIG ~~additional~~& ~~financing. Financing~~AE ~~transactions~~FL ~~may include the issuance~~ of ~~equity or debt securities~~$(9, ~~obtaining credit facilities~~206), ~~or other financing mechanisms. However, the trading price of~~ our ~~common~~accounts ~~stock~~payable and aprepaid ~~downturn~~expenses inincreased ~~the~~by ~~U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required~~$104, ~~it is possible that we could~~776 ~~incur unexpected costs~~ and ~~expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if~~ we ~~issue~~accrued ~~additional equity or debt securities~~$297,657 ~~stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those~~ of ~~existing~~interest ~~holders~~for ofnotes ~~our common stock~~payable. The ~~inability~~Company toalso ~~obtain~~had ~~additional~~an ~~capital may~~increase ~~restrict~~in ~~our~~accounts ~~ability~~receivable toof ~~grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing~~$161, ~~we will be required to cease our operations~~480. ~~To date, we have not considered this alternative, nor do we view it as a likely occurrence.~~

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

The Company’s 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, 2024, the Company incurred a net loss of $1,136,446. The Company had an accumulated deficit of $4,669,826 and a working capital deficit of $2,206,318 and $1,957,552 as of December 31, 2024 and 2023, respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.24

~~Off-balance~~Cash flows ~~Sheet~~from ~~Arrangements~~Investing Activities

WeCash doused ~~not~~for ~~have~~investing ~~any~~activities ~~off-balance~~was ~~sheet~~$35,896 ~~arrangements~~and ~~that~~$0 ~~have~~in orfor ~~are~~the ~~reasonably~~year ~~likely~~ended toDecember ~~have a current or future effect on our financial condition~~31, ~~changes~~2025 inand ~~financial condition~~2024, ~~revenues or~~respectively. ~~expenses,~~This ~~results~~was offor ~~operations,~~web ~~liquidity,~~site ~~capital~~and ~~expenditures~~artwork ~~or capital resources that is material to investors~~development.

~~ITEM~~Cash flows ~~7A.~~from ~~QUANTITATIVE~~Financing ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Activities

AsCash aflows ~~smaller~~provided ~~reporting~~by ~~company~~financing activities during the year ended December 31, 2025 amounted to $285,348, as ~~defined~~compared with $404,851, for the year ended December 31, 2024. We received $71,000 in ~~Rule~~cash from the sale of common stock that has not yet been issued, proceeds from short term loans of $164,348 net ~~12b-2~~proceeds from the sale of common stock of $50,000 for the ~~Exchange~~year ~~Act~~ended December 31, 2025. During the year ended December 31, 2024 we ~~are~~received $317,297 ~~not~~in ~~required~~cash from the sale of common stock and $8,000 from the exercise of warrants to ~~provide~~purchase common stock, shares were issued for common stock tht had not been issued of $68,054 and we received the ~~information~~proceeds ~~required~~from bya ~~this~~short ~~Item~~term loan in the amount of $11,500.

~~ITEM~~We 8will need to raise additional funds, particularly if the Company is unable to generate positive cash flow as a result of our operations. ~~FINANCIAL~~We ~~STATEMENTS~~estimate that based on current plans and assumptions, that our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other than working capital and advances received from related parties and funds received pursuant to securities purchase agreements, we presently have no other significant alternative source of working capital. We have used these funds to fund our operating expenses, pay our obligations and grow our company. We will need to raise significant additional capital to fund our operations and to provide working capital for our ongoing operations and obligations. Therefore, our future operation is dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if the Company is able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If the Company is unable to obtain additional financing, we will be required to cease our operations. To date, we have not considered this alternative, nor do we view it as a likely occurrence.

~~The financial statements begin on Page F-1.~~Going Concern

~~ITEM~~The 9Company’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. ~~CHANGES~~During INthe ~~AND~~year ~~DISAGREEMENTS~~ended ~~WITH~~December ~~ACCOUNTANTS~~31, ON2025, ~~ACCOUNTING~~the ~~AND~~Company ~~FINANCIAL~~incurred ~~DISCLOSURE~~a net loss of $1,201,577. The Company had an accumulated deficit of $6,332,894 and a working capital deficit of $3,902,970. During the year ended December 31, 2024, the Company had a net loss of $904,624, an accumulated deficit of $5,131,317 and a working capital deficit of $2,752,810. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Included in the working capital deficit for the year ended December 31, 2025 is $2,640,712 of Acquisition Credits solely convertible into equity issued to acquire the subsidiaries AIGFG & AE NV, in the amount of $2,500,712, as well as an issuance of $140,000 in exchange for a reduction in accounts payable. The Company’s plan for its operating capital needs are discussed in the Liquidity and Capital Resources section above.

~~None.~~Off-balance Sheet Arrangements

26We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 9A 7A. ~~CONTROLS~~QUANTITATIVE AND ~~PROCEDURES~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Evaluation~~As a smaller reporting company, as defined in Rule 12b-2 of ~~Disclosure~~the ~~Controls~~Exchange ~~and~~Act, ~~Procedures~~the Company is not required to provide the information required by this Item.

~~We maintain disclosure controls and procedures that~~ITEM are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure8. WeFINANCIAL carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of December 31, 2024.STATEMENTS

~~Management’s~~The consolidated ~~Report~~financial onstatements ~~Internal~~begin ~~Control over~~on ~~Financial~~Page ~~Reporting~~F-1.

~~Our management is responsible for establishing and~~ITEM ~~maintaining adequate internal control over financial reporting~~9. ~~The~~CHANGES ~~Company’s~~IN ~~internal~~AND ~~control~~DISAGREEMENTS ~~over~~WITH ~~financial~~ACCOUNTANTS ~~reporting~~ON isACCOUNTING ~~designed to~~AND ~~provide~~FINANCIAL reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.DISCLOSURE

With the participation of our Chief Executive Officer and Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)None. Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024 based on the COSO framework criteria. Management has identified control deficiencies as follows:

●ITEM 9A. ~~The~~CONTROLS ~~Company~~AND has not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and only two officers with management functions and therefore there is lack of segregation of duties.PROCEDURES

● There is a strong reliance on outside consultants to review and adjust the annual and quarterly financial statements, to monitor new accounting principles, and to ensure compliance with GAAP and SEC disclosure requirements.25

●Evaluation of ~~There~~Disclosure isControls ~~a strong reliance on the external attorneys to review~~ and ~~edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements.~~Procedures

●We maintain Adisclosure ~~formal~~controls ~~audit~~and ~~committee~~procedures ~~has~~that ~~not~~are ~~been~~designed ~~formed~~to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of December 31, 2025.

Management ~~of the Company believes that these material weaknesses are due to the small size of the Company~~’s Report ~~accounting staff and reliance~~ on ~~outside~~Internal ~~consultants~~Control ~~for~~over ~~external~~Financial ~~reporting. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.~~Reporting

ToOur management ~~mitigate~~is ~~the~~responsible ~~current~~for ~~limited~~establishing ~~resources~~ and ~~limited~~maintaining adequate internal control over financial reporting. The Company’s ~~employees,~~internal wecontrol ~~rely~~over ~~heavily~~financial onreporting ~~direct~~is ~~management~~designed ~~oversight~~to ofprovide ~~transactions,~~reasonable ~~along~~assurances ~~with~~regarding the ~~use~~reliability of ~~legal~~financial reporting and ~~outside~~the ~~accounting~~preparation ~~consultants~~of the consolidated financial statements of the Company in accordance with U. AsS. weGAAP. ~~grow~~Because of its inherent limitations, weinternal ~~expect~~control toover ~~increase~~financial ~~our~~reporting ~~number~~may ofnot ~~employees~~prevent or detect misstatements. Also, ~~which~~projections ~~will~~of ~~enable~~any usevaluation of effectiveness to ~~implement~~future ~~adequate~~periods ~~segregation~~are subject to the risk that controls may become inadequate because of ~~duties~~changes ~~within~~in conditions, or that the ~~internal~~ ~~control~~degree ~~framework~~or compliance with the policies or procedures may deteriorate.

27With the participation of our President & Chief Operating Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025 and 2024 based on the COSO framework criteria. Management has identified control deficiencies as follows:

~~These~~● ~~control~~The ~~deficiencies~~Company ~~could~~has ~~result~~not inestablished aadequate ~~misstatement~~ financial reporting monitoring activities to mitigate the risk of ~~account~~management ~~balances~~override, ~~that~~specifically ~~would~~because ~~result~~up into March 31, 2025 there was a ~~reasonable~~single ~~possibility~~member ~~that~~Board and CEO, there are no employees and only three officers with management functions and therefore there is lack of segregation of duties. ● There is a ~~material~~strong ~~misstatement~~reliance on outside consultants to ~~our~~review and adjust the annual and quarterly consolidated financial statements ~~may~~, ~~not~~to bemonitor ~~prevented~~new oraccounting ~~detected~~principles, onand to ensure compliance with GAAP and SEC disclosure requirements. ● There is a ~~timely~~strong ~~basis~~reliance on the external attorneys to review and edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements. ~~Accordingly,~~● weA ~~have~~formal ~~determined~~audit ~~that~~committee ~~these~~has ~~control~~not ~~deficiencies~~been asformed. ~~described~~● ~~above together~~The ~~constitute~~restatement of previously issued financial statements resulted from errors and omissions related to record keeping, accounting, management operations, debt and equity arrangements which indicated a ~~material~~failure ~~weakness~~in the design or operation of certain controls.

~~In light~~ Management of ~~this~~the ~~material~~Company ~~weakness,~~believes wethat ~~performed~~these ~~additional analyses~~material ~~and~~weaknesses ~~procedures~~are indue ~~order~~ to ~~conclude~~the ~~that~~small ~~our~~size ~~consolidated~~of ~~financial statements for~~ the ~~year~~Company’s ~~ended~~accounting ~~December~~staff ~~31,~~and ~~2024 included~~reliance ~~in this Annual Report~~ on ~~Form~~outside ~~10-K~~consultants ~~were~~for ~~fairly~~external ~~stated in accordance with US GAAP~~reporting. ~~Accordingly,~~The ~~management~~small ~~believes~~size ~~that~~of ~~despite~~the ~~our~~Company’s ~~material weaknesses,~~accounting ~~our~~staff ~~consolidated~~may ~~financial~~prevent ~~statements~~adequate ~~for~~controls in the ~~year ended December 31~~future, ~~2024~~such ~~are~~as ~~fairly~~segregation ~~stated~~of duties, indue ~~all~~to ~~material~~the ~~respects,~~cost/benefit ~~in accordance~~of ~~with~~such ~~US GAAP~~remediation.

~~This~~To ~~annual~~mitigate ~~report~~the ~~does~~current ~~not~~limited ~~include~~resources anand ~~attestation~~limited employees, we rely ~~report~~heavily ofon ~~our~~direct ~~independent~~management ~~registered~~oversight ~~public~~of ~~accounting~~transactions, ~~firm~~along ~~regarding~~with ~~internal~~the ~~control~~use ~~over~~of ~~financial~~legal ~~reporting~~and outside accounting consultants. ~~Management’s~~As ~~report was~~we ~~not~~grow, ~~subject~~we expect to ~~attestation~~bring byadditional accounting depth, increase our ~~independent~~number ~~registered~~of ~~public~~consultants, ~~accounting~~which ~~firm~~will ~~pursuant~~enable us to ~~rules~~implement adequate segregation of duties within the ~~Securities~~internal control framework and ~~Exchange~~continue ~~Commission that~~strengthening ~~permit~~checks usand tobalances ~~provide~~between ~~only~~the management’s ~~report~~of inthe ~~this~~wholly-owned subsidiaries ~~Annual~~and ~~Report~~the onholding ~~Form 10-K~~company.

~~Limitations on Effectiveness of Controls and Procedures~~26

~~Our management, including our Chief Executive Officer~~These ~~and~~control ~~Chief~~deficiencies ~~Financial~~could ~~Officer~~result ~~(principal~~in ~~financial~~a ~~officer),~~misstatement ~~does~~of ~~not~~account ~~expect~~balances that ~~our~~would ~~disclosure~~result ~~controls~~in ~~and~~a ~~procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only~~ reasonable~~, not~~ ~~absolute,~~possibility ~~assurance~~ that ~~the objectives of the control system are met. Further, the design of~~ a ~~control system must reflect the fact~~material ~~that~~misstatement ~~there are resource constraints, and the benefits of controls must be considered relative~~ to ~~their~~our ~~costs.~~consolidated ~~Because~~financial ofstatements ~~the~~may inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not ~~limited to, the realities that judgments in decision-making can~~ be ~~faulty~~prevented ~~and~~or ~~that~~detected ~~breakdowns~~on ~~can~~a ~~occur~~timely ~~because of simple error or mistake~~basis. ~~Additionally~~Accordingly, ~~controls~~we ~~can~~have ~~be circumvented~~determined bythat ~~the~~these ~~individual acts of some persons, by collusion of two or more people, or by management override of the~~ control. ~~The~~deficiencies ~~design~~as ofdescribed ~~any system~~above oftogether ~~controls~~constitute also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a ~~cost-effective~~material ~~control system, misstatements due to error or fraud may occur and not be detected~~weakness.

~~Changes~~In light of this material weakness, we performed additional analyses and procedures in ~~Internal~~order ~~Controls~~to conclude that our consolidated financial statements for the year ended December 31, 2025 and 2024 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the year ended December 31, 2025 and 2024 are fairly stated, in all material respects, in accordance with US GAAP.

~~During~~This annual ~~the~~report ~~year~~does ~~ended~~not ~~December~~include ~~31,~~an ~~2024,~~attestation ~~there~~report ~~have been~~of noour ~~changes~~independent inregistered ~~our~~public accounting firm regarding internal control over financial reporting. ~~that~~Management’s ~~have~~report ~~materially~~was ~~affected~~not orsubject ~~are~~to ~~reasonably~~attestation ~~likely~~by toour ~~materially~~independent registered public accounting firm ~~affect~~pursuant ~~our~~to ~~internal~~rules ~~controls~~of ~~over~~the ~~financial~~Securities ~~reporting~~and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

~~ITEM~~Limitations on ~~9B.~~Effectiveness ~~OTHER~~of ~~INFORMATION~~Controls and Procedures

~~None~~Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

28Changes in Internal Controls

~~PART~~During the ~~III~~year ended December 31, 2025, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

ITEM 10 9B. ~~DIRECTORS,~~OTHER ~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~INFORMATION

~~The following table sets forth the names and positions of our current executive officers and directors as of April 11, 2025~~None.

Name	Age	Position
Dante Jones	44	Interim Chief Executive Officer, Interim President, Interim Chief Financial Officer, Interim Treasurer, Interim Secretary, and Director
George Furlan	68	Chief Operating Officer

~~Background of Executive Officers and Directors~~PART III

~~Dante Jones, Interim Chief Executive Officer,~~ITEM ~~Interim~~10. ~~President Interim Chief Financial Officer~~DIRECTORS, ~~Interim~~EXECUTIVE ~~Treasurer,~~OFFICERS ~~Interim~~AND ~~Secretary,~~CORPORATE ~~Chief Operations Officer, and Director~~GOVERNANCE

~~Dante Jones was appointed as a Director of the Company~~The onfollowing ~~February~~table ~~14,~~sets ~~2020.~~forth ~~On June 20, 2022, Mr. Jones was appointed as~~ the ~~Interim~~names ~~Chief Executive Officer, Interim President, Interim Chief Financial Officer, Interim Treasurer~~ and ~~Interim~~positions ~~Secretary~~ of ~~the~~our ~~Company.~~current Asexecutive ofofficers ~~June 20, 2022, Mr. Jones is the sole director of the Company. Mr. Jones co-founded Cannavolve in 2012 with the mission to incubate businesses~~ and ~~accelerate~~directors ~~fellow~~as ~~cannabis industry entrepreneurs to invent, innovate and succeed. Mr. Jones brings 15 years~~ of ~~experience~~April ~~in project management~~1, ~~leadership and budgeting, while delivering results across global teams~~2026. Mr. Jones has served as Cannavolve’s President since 2012. From 2014 to 2017, Mr. Jones worked as a Technology Manager at Amazon.com, Inc., managing a large global team in designing and deploying new eCommerce for the AWS Cloud.

George Furlan, Chief Operating Officer

Name	Age	Position
George Furlan	70	Interim CEO, Director
Eric Bruns	60	Board Chair, Independent Director
Dionne Pendleton	52	Independent Director, Secretary, Treasurer
Serge Knazev	51	President, Chief Operating Officer
Jeanene Morgan	69	Chief Financial Officer

~~George Furlan was appointed as the Company’s~~Background Chief Operating Officer on December 26, 2019, and, on February 14, 2020, Mr. Furlan was appointed as the Company’s Interim Chief Executive Officer, Interim President, and Interim Chief Financial Officer, Interim Treasurer, and Interim Secretary. Additionally, On May 28, 2020, Mr. Furlan was appointed as a Director of ~~the Company. On June 20, 2022, Mr. Furlan resigned as the Interim Chief~~ Executive ~~Officer,~~ ~~Interim~~Officers ~~President, Interim Chief Financial Officer, Interim Treasurer~~ and ~~Interim Secretary and as a director of the Company. Effective as of his June 20, 2022 resignation as interim executive officer and director, Mr. Furlan is no longer a member of the Board of~~ Directors of the Company Mr. Furlan continues to serve as the Chief Operating Officer of the Company, which he has served as since December 26, 2019. Mr. Furlan’s resignation as interim executive officer and director was not the result of any disagreements with management. Mr. Furlan brings more than 20 years of experience in building and expanding early stage, mid-tier and global brands. In his role as COO of the Company, Mr. Furlan is responsible for managing the day-to-day operations of the Company. Mr. Furlan has held senior positions with Hugo Boss and Versace. From 2014 to 2019, Mr. Furlan served as a Principal of GF Partners, Inc., a consulting service to fashion businesses. Prior to joining GF Partners, Inc. in 2014, Mr. Furlan served as president of NAHM Apparel, LLC, a women’s young designer fashion company, which was backed by Mr. Tommy Hilfiger. He built the organization’s infrastructure, guided the successful global launch and lead sales and marketing efforts for U.S. and Canadian and global markets.

~~Officers are elected annually by the Board of Directors~~Eric ~~(subject to the terms of any employment agreement)~~Bruns, atBoard ~~its annual meeting~~Chairman, toIndependent ~~hold such office until an officer’s successor has been duly appointed and qualified, unless an officer sooner dies, resigns or is removed by the Board.~~Director

~~Board~~Eric Bruns ~~Leadership~~was ~~Structure~~appointed as a Director of the Company on March 31, 2025. Mr. Bruns is a retired career Army officer with over 30 years of valiant service to the nation. He served as an Air Defense officer responsible for the implementation of warfare simulations programs. He retired as a Lieutenant Colonel after serving in Kitzingen Germany, Guantanamo Bay Cuba and ~~Role~~exercises in Japan, ~~Risk~~receiving ~~Oversight~~a Legion of Merit medal. Eric graduated from the United States Military Academy at West Point in 1988 with a BS in Engineering and completed an MBA from Mays Business School at Texas A&M University that he uses to continue a career in service to others.

~~Our~~Eric served ~~Board~~as the Associate Director for the Events Division of ~~Directors~~the VHA Employee Education System (~~“Board”~~EES) isin ~~primarily responsible~~the ~~for~~Crystal ~~overseeing~~City ~~our~~Facility ~~risk~~where he ~~management~~addressed ~~processes~~education onneeds ~~behalf~~for ofVHA ~~the~~clients. ~~Company~~Mr. ~~The~~Bruns ~~Board~~is ~~receives~~currently ~~and~~the ~~reviews~~Executive ~~periodic~~Director ~~reports~~of ~~from management,~~VHA ~~auditors,~~Simulation ~~legal~~Learning ~~counsel~~Evaluation, Assessment and ~~others,~~Research asNetwork ~~considered~~(SimLEARN). ~~appropriate~~VHA ~~regarding~~SimLEARN ~~our~~is ~~company’s~~the ~~assessment~~national ofsimulation ~~risks.~~program Infor ~~addition,~~ the ~~Board~~largest ~~focuses~~healthcare onsystem in the ~~most~~United ~~significant~~States. With ~~risks~~responsibilities ~~facing~~covering ~~our~~170 ~~company~~hospitals and ~~our~~over ~~company’s~~350,000 ~~general~~employees, ~~risk~~SimLEARN ~~management~~is ~~strategy,~~dedicated ~~and~~to ~~also~~enhancing healthcare through simulation-based ~~ensures~~training, ~~that~~product ~~risks~~testing, ~~undertaken~~and bytechnological ~~our~~evaluation. ~~company~~Eric ~~are~~leads ~~consistent~~SimLEARN ~~with~~utilizing ~~the~~cutting-edge ~~board’s~~technology ~~appetite~~in ~~for~~a ~~risk.~~controlled ~~While~~environment and offering healthcare professionals the ~~Board~~opportunity ~~oversees~~to ~~our~~refine ~~company’s risk~~their ~~management~~diagnostic, ~~management~~procedural, isand ~~responsible~~communication skills. He develops strategy for ~~day-to-day~~using ~~risk~~simulation ~~management~~based ~~processes.~~clinical Weeducation ~~believe~~products ~~this~~to ~~division~~drive the innovation of ~~responsibilities~~healthcare, ismaking the ~~most~~ ~~effective~~VA ~~approach~~a ~~for~~high ~~addressing~~reliability ~~the~~organization, ultimately ~~risks~~leading ~~facing~~to ~~our~~better ~~company~~patient ~~and~~outcomes ~~that~~for ~~our~~the ~~board~~total ~~leadership~~health ~~structure~~care ~~supports~~experience ~~this~~for ~~approach~~America’s Veterans.

29Dionne Pendleton, Independent Director, Treasurer, Secretary

~~Composition~~Dionne Pendleton was appointed as a Director, Treasurer and Secretary of ~~our~~the ~~Board~~Company on March 31, 2025. Ms. Pendleton has more than 20 years of ~~Directors~~experience in technology and intellectual property–related fields, with a focus on emerging technologies and innovation-related matters. She has contributed to the development and strengthening of governance frameworks and internal oversight processes, supporting organizational accountability and informed decision-making. Ms. Pendleton is an entrepreneur who has founded and operates a business, with hands-on experience in business formation and operational development. She has also held leadership and board roles in nonprofit and community organizations, where she has led initiatives focused on scholarship, mentorship, and cultural advancement.

~~Our board of directors currently consists of a sole~~Jeanene member. Our present directors and our former directors are not considered independent. Our directors hold office until their successors have been elected and qualified or until the earlier of their deathMorgan, ~~resignation,~~Chief orFinancial ~~removal. There are no family relationships among any of our directors or executive officers.~~Officer

~~Involvement~~Jeanene Morgan was appointed Chief Financial Officer of the Company effective January 1, 2026. Prior to that, from June 1, 2025, Ms. Morgan served as a Financial Controller of the Company. Ms. Morgan is an experienced finance executive and business owner with over thirty years of expertise in ~~Certain~~the ~~Legal~~public ~~Proceedings~~and private sectors. She has worked with multiple companies across various industries, bringing extensive experience in public company reporting, management, mergers and acquisitions, financial accounting, auditing, and up-listing to national exchanges. Prior to joining the Company, she founded and led J Morgan Consulting Inc., where she provided accounting and CFO services to clients in diverse sectors.

ToMs. ~~our~~Morgan ~~knowledge,~~holds ~~our~~an ~~directors~~MBA ~~and~~with ~~executive~~a ~~officers have~~focus ~~not~~in ~~been~~International Management ~~involved~~from inthe ~~any~~University of ~~the~~Dallas ~~following~~and ~~events~~a ~~during~~B.S. ~~the~~in ~~past~~Business ~~ten~~Administration ~~years:~~from Hawaii Pacific University.

1.She ~~any~~is ~~bankruptcy~~also ~~petition~~serving ~~filed~~in ~~by or against such person or any business of which such person was~~ a ~~general~~Financial ~~partner~~Controller orcapacity ~~executive~~alongside ~~officer~~her ~~either~~CFO atrole, ~~the~~reporting ~~time~~directly ofto the ~~bankruptcy~~Board ~~or within two years prior to that time;~~of Directors.

2.Serge Knazev, ~~any~~President ~~conviction~~& inChief aOperating ~~criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);~~Officer

3.Serge Knazev ~~being~~was ~~subject~~appointed toas ~~any~~a ~~order,~~President ~~judgment,~~& orChief ~~decree,~~Operating ~~not~~Officer ~~subsequently~~of ~~reversed,~~the ~~suspended~~Company oron ~~vacated~~January 1, of2026. ~~any~~Mr. ~~court~~Knazev ofis ~~competent~~an ~~jurisdiction~~investor, ~~permanently~~entrepreneur and oroperating ~~temporarily~~executive ~~enjoining~~with ~~him~~more ~~from~~than ortwo ~~otherwise~~decades ~~limiting~~of ~~his~~experience ~~involvement~~ in ~~any~~industrial ~~type~~and ofconsumer ~~business~~products, ~~securities~~international ortrade, ~~banking~~brand ~~activities~~development, manufacturing orand supply-chain management. In his role, he oversees the Company’s day-to-day beoperations, ~~associated~~strategic ~~with~~execution, ~~any~~and the ~~person~~integration ~~practicing~~and inscaling ~~banking~~of orits ~~securities~~operating ~~activities;~~subsidiaries.

4Prior to assuming this role, Mr. ~~being~~Knazev ~~found~~held bysenior aleadership ~~court~~positions ofacross ~~competent~~multiple ~~jurisdiction~~international inventures afocused ~~civil~~on ~~action~~beverage brands, consumer ~~the~~and ~~SEC~~industrial orproducts, ~~the~~and ~~Commodity~~distribution ~~Futures~~platforms ~~Trading~~spanning ~~Commission~~North toAmerica, ~~have~~Europe, ~~violated~~and aAsia. ~~Federal~~His orwork ~~state~~has ~~securities~~included orthe ~~commodities law~~development, commercialization, and ~~the~~global ~~judgment~~distribution ~~has~~of ~~not~~branded ~~been~~consumer ~~reversed~~products, ~~suspended,~~as orwell ~~vacated;~~as the structuring of cross-border manufacturing and logistics networks.

5.At Sentient ~~being subject of~~Brands, orMr. aKnazev ~~party~~is ~~to,~~responsible ~~any~~for ~~Federal~~operational ~~or state judicial or administrative order~~strategy, ~~judgment~~manufacturing ~~decree,~~and orsupply-chain ~~finding~~coordination, ~~not~~and ~~subsequently~~the ~~reversed,~~development of ~~suspended~~scalable orcommercial ~~vacated,~~platforms ~~relating~~supporting tothe anCompany’s ~~alleged~~portfolio ~~violation~~ of ~~any~~consumer ~~Federal~~and orindustrial state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; orbrands.

6Mr. Knazev ~~being~~holds ~~subject~~a ofPh.D. orin ~~party~~Electronic toEngineering ~~any~~from ~~sanction~~Riga orAviation ~~order,~~University ~~not~~(RAU) ~~subsequently~~and ~~reversed,~~an ~~suspended,~~MBA orin ~~vacated,~~Finance offrom ~~any~~New ~~self-regulatory~~York ~~organization,~~University ~~any~~(NYU). He ~~registered~~brings ~~entity~~extensive orexperience ~~any~~in ~~equivalent~~international ~~exchange,~~business ~~association~~development, ~~entity~~operational ormanagement, ~~organization~~manufacturing ~~that~~and ~~has~~commercialization ~~disciplinary~~of consumer ~~authority over its members or persons associated with a member~~brands.

~~Code of Ethics~~28

~~The Company has a code of ethics that applies to all~~George ~~of the Company’s employees~~Furlan, ~~including~~Interim ~~its~~Chief ~~principal~~Executive executive officer, principal financial officer and principal accounting officer, and the Board. A copy of this code is available in the Company’s Registration Statement on Form SB-2 filed with the SEC on April 17, 2006. The Company intends to disclose any changes in or waivers from its code of ethics by posting such information on its website or by filing a Form 8-K.Officer

~~Nominating~~George Furlan ~~Committee~~was appointed as the Company’s Interim Chief Executive Officer on March 31st, 2025. Prior to that he was appointed as Chief Operating Officer on December 26, 2019, and, on February 14, 2020, Mr. Furlan was appointed as the Company’s Interim Chief Executive Officer, Interim President, and Interim Chief Financial Officer, Interim Treasurer, and Interim Secretary. Additionally, on May 28, 2020, Mr. Furlan was appointed as a Director of the Company. On June 20, 2022, Mr. Furlan resigned as the Interim Chief Executive Officer, Interim President, Interim Chief Financial Officer, Interim Treasurer and Interim Secretary and as a director of the Company. Effective as of his June 20, 2022 resignation as interim executive officer and director, Mr. Furlan was no longer a member of the Board of Directors of the Company Mr. Furlan served as the Chief Operating Officer of the Company, which he has served since December 26, 2019. Mr. Furlan’s resignation as interim executive officer and director was not the result of any disagreements with management. Mr. Furlan was appointed as interim Chief Executive Officer and Director of the Company on March 31, 2025.

WeMr. Furlan ~~have~~brings ~~not~~more ~~adopted~~than ~~any~~20 ~~procedures~~years byof ~~which~~experience ~~security~~in building and expanding early stage, mid-tier and global brands. In his role as CEO ~~holders~~of ~~may~~the ~~recommend~~Company, ~~nominees~~Mr. Furlan is responsible for managing the day-to-day ~~our~~operations ~~Board~~of the Company. Mr. Furlan has held senior positions with Hugo Boss and Versace. From 2014 to 2019, Mr. Furlan served as a Principal of ~~Directors~~GF Partners, Inc., a consulting service to fashion businesses. Prior to joining GF Partners, Inc. in 2014, Mr. Furlan served as president of NAHM Apparel, LLC, a women’s young designer fashion company, which was backed by Mr. Tommy Hilfiger. He built the organization’s infrastructure, guided the successful global launch and led sales and marketing efforts for U.S. and Canadian and global markets.

~~Audit~~Officers are ~~Committee~~selected by the Board of Directors, subject to the terms of any employment agreement, to hold such office until an officer’s successor has been duly appointed and qualified, unless an officer sooner dies, resigns or is removed by the Board.

~~The~~ Board Leadership ofStructure ~~Directors acts as the Audit Committee~~ and ~~the~~Role ~~Board~~in ~~has~~Risk no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.Oversight

30Our Board of Directors (“Board”) is primarily responsible for overseeing our risk management processes on behalf of the Company. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. In addition, the Board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

~~Indemnification~~ Composition of ~~Directors~~our ~~and~~Board ~~Officers~~of Directors

Our ~~directors and executive officers are indemnified~~ asboard ~~provided~~of bydirectors ~~the~~currently ~~NEVADA~~consists ~~law~~of ~~and~~three ~~our Bylaws~~members. ~~These~~One ~~provisions~~of ~~state~~our ~~that~~three ~~our~~present directors, ~~may~~as ~~cause~~well usas toour ~~indemnify a director or~~ former ~~director~~ ~~against all costs~~director, ~~charges~~is ~~and~~not ~~expenses,~~considered independent. ~~including~~Our andirectors ~~amount~~hold ~~paid~~office tountil ~~settle~~their ansuccessors ~~action~~have orbeen ~~satisfy~~elected ~~a judgment, actually~~ and ~~reasonably incurred~~qualified byor ~~him~~until asthe aearlier ~~result~~ of ~~him~~their ~~acting~~death, ~~as a director. The indemnification of costs can include an amount paid to settle an action or~~resignation, ~~satisfy~~or ~~a judgment~~removal. ~~Such~~There ~~indemnification~~are isno atfamily ~~the~~relationships ~~discretion~~among any of our ~~board of~~ directors ~~and~~or isexecutive ~~subject to the Securities and Exchange Commission’s policy regarding indemnification~~officers.

~~Insofar as indemnification for liabilities arising~~Involvement ~~under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that~~ in ~~the~~Certain ~~opinion~~Legal ~~of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.~~Proceedings

~~Section~~To our ~~16(a)~~knowledge, ~~Beneficial~~our ~~Ownership~~directors ~~Reporting~~and ~~Compliance~~executive officers have not been involved in any of the following events during the past ten years:

Section 16(a) of the Securities Exchange Act of 1934, requires our directors, executive officers and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. During the year ended December 31, 2024, our officers, directors and 10% stockholders made the required filings pursuant to Section 16(a).

	1.	any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~ITEM 11. EXECUTIVE COMPENSATION~~29

~~Executive~~3. ~~Officers’~~being ~~Compensation~~subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; 4. being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~The following summary compensation table sets forth~~Code all compensation awarded to, earned by, or paid to the named executive officers paid by the Company during the fiscal years ended December 31, 2024 and December 31, 2023, in all capacities for the accounts of ~~our executive officers, including the Chief Executive Officer.~~Ethics

~~Summary~~The Company ~~Compensation~~has ~~Table~~a code of ethics that applies to all of the Company’s personnel, including its principal executive officer, principal financial officer and principal accounting officer, and the Board. A copy of this code is available in the Company’s Registration Statement on Form SB-2 filed with the SEC on April 17, 2006. The Company intends to disclose any changes in or waivers from its code of ethics by posting such information on its website or by filing a Form 8-K.

Name and Principal Position	Fiscal Year		Salary		Stock Award		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Non- Qualified Deferred Compensation Earnings		All Other Compensation		Total
			($)		($)		($)		($)		($)		($)		($)
Dante Jones,		2023		0		0		0		0		0		0		0
Interim CEO, Interim President and Interim CFO		2024		0		0		0		0		0		0		0
George Furlan, COO		2023		0		0		0		0		0		0		0
		2024		0		0		0		0		0		0		0

Nominating Committee

31We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

~~The following table sets forth the cash and non-cash~~Audit ~~compensation for the fiscal years ended December 31, 2024 and 2023, awarded to or earned by Mr. Jones, Sentient Brand’s principal executive officer.~~Committee

Name and Principal Position	Fiscal Year		Salary		Stock Award		Option Awards	Non-Equity Incentive Plan Compensation		Change in Pension Value and Non- Qualified Deferred Compensation Earnings		All Other Compensation	Total
			($)		($)		($)	($)		($)		($)	($)
Dante Jones,		2023		0		0	0		0		0	0		0
President		2024		0			0		0		0	0		0

The Board of Directors acts as the Audit Committee and the Board has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.

~~Outstanding~~Indemnification of ~~Equity~~Directors ~~Awards~~and ~~at Fiscal Year-End Table~~Officers

~~The~~Our directors ~~Company~~and ~~did~~executive ~~not~~officers ~~issue~~are ~~equity~~indemnified ~~awards~~as ~~during~~provided by the ~~year~~Nevada ~~ended~~law ~~December~~and our Bylaws. These provisions state that our directors 31may cause us to indemnify a director or former director against all costs, ~~2024~~charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment. Such indemnification is at the discretion of our board of directors and is subject to the Securities and Exchange Commission’s policy regarding indemnification.

~~Employment Agreements~~30

~~None~~Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

~~Grants~~Section 16(a) ofBeneficial ~~Plan~~Ownership ~~Based~~Reporting ~~Awards~~Compliance

WeSection 16(a) ~~did~~of ~~not~~the ~~make~~Securities ~~any~~Exchange ~~plan-based~~Act ~~equity~~of or1934 ~~non-equity~~requires Company’s directors, executive officers, and persons who beneficially own ~~awards~~more ~~grants~~than 10% of our common stock to ~~named~~file ~~executives~~reports of ownership and changes in ownership with the SEC. Based solely on a review of Forms 3, 4, and 5 and amendments thereto furnished to the Company during or with respect to the ~~years~~fiscal year ended December 31, ~~2024~~2025, ~~and~~the ~~2023.~~Company believes that the following persons did not file required reports on a timely basis during fiscal year 2025:

Option Exercises

	●	John Doukas and Jelena Vadanjel-Doukas, together with their affiliated and controlled entities Adriatic Advisors, LLC, Grace Court Advisors, LLC, Principal Holdings Company, and Gateway Capital, LLC (collectively, the “Doukas Parties”), received 61,334 in bonuses and payment for services, totalling 615,952 shares, accounting for over 14.96% of all outstanding shares and failed to file Forms 3, 4 and 5;
	●	None of the Directors and Offices filed Forms 3, 4 and 5 in 2025;

~~There were no options exercised by our named officers~~ITEM ~~during~~11. ~~the~~EXECUTIVE ~~years ended December 31, 2024 and 2023.~~COMPENSATION

~~Compensation~~Executive Officers’ ~~of Directors~~Compensation

WeThe following ~~have~~summary nocompensation ~~non-executive~~table ~~directors.~~sets ~~Our~~forth ~~directors did~~all ~~not~~compensation ~~earn~~awarded ~~compensation~~to, ~~for~~earned by, or paid to the named executive officers paid by the Company during the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~December 31, 2024, in all capacities for the accounts of our executive officers.

Pension, Retirement or Similar Benefit Plans

	Fiscal		Salary		Stock Award		Option Award		Non-Equity Incentive Plan Compensation		Change in Pension Value and Non-Qualified Pension Value Deferred Compensation Earnings		All Other Compensation		Total
	Year		($)		($)		($)		($)		($)		($)		($)
Dante Jones		2024		-		50,000		-		-		-		-		50,000
Former CEO		2025		-		-		-		-		-		-		-

George Furlan		2024		84,000		72,345		-		-		-		-		156,345
Former COO; CEO		2025		84,000		80,000		-		-		-		-		164,000

Jeanene Morgan		2024		-		-		-		-		-		-		-
CFO		2025		11,000		-		-		-		-		-		11,000

~~There are no arrangements or plans in which we provide~~Outstanding ~~pension,~~Equity ~~retirement~~Awards orat ~~similar~~Fiscal ~~benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non~~Year-~~cash~~End ~~compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.~~Table

~~Executive~~The Company ~~Compensation~~issued ~~Philosophy~~the following equity awards during the year ended December 31, 2025:

~~Our~~On ~~Board~~March of11, ~~Directors~~2025, ~~determines~~ the ~~compensation given~~Company toissued ~~our~~George ~~executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future~~Furlan ~~executives a salary~~66,667 ~~and/or issue them~~ shares ofas ~~common~~a ~~stock~~bonus ~~issued in consideration~~ for ~~services~~work ~~rendered~~on ~~and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance~~acquisitions. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

32At various times during the year, Mr. Furlan accepted 137,000 shares in full release of prior compensation.

~~Incentive Bonus~~Employment Agreements

The Board of Directors may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executivesNone.

~~Long-Term, Stock Based Compensation~~31

~~In order to attract, retain and motivate executive~~Grants talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of ~~our~~Plan ~~Board~~Based ~~of Directors.~~Awards

~~ITEM~~We did ~~12.~~not ~~SECURITY~~make ~~OWNERSHIP~~any OFplan-based ~~CERTAIN~~equity ~~BENEFICIAL~~or ~~OWNERS~~non-equity ~~AND~~awards ~~MANAGEMENT~~grants ~~AND~~to ~~RELATED~~named ~~STOCKHOLDER~~executives ~~MATTERS~~during the years ended December 31, 2025 and 2024.

~~The following table sets forth certain information,~~Option as of April 10, 2025, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.Exercises

Name of Beneficial Owner (1)	Common Stock Beneficially Owned (9)		Percentage of Common Stock (2)
Officers and Directors
George Furlan * (3)		11,080,063		9.60
Dante Jones * (4)		2,263,798		1.96
All officers and directors as a group (3 persons)		13,343,861		11.56
5% Stockholders
Pure Energy 714 LLC (8)		15,987,121		13.86
Adriatic Advisors (6)		10,467,460		9.07
Principal Holdings Company (5)		8,692,187		7.53	%
James Mansour (7)		6,728,821		5.83

There were no options exercised by our named officers during the years ended December 31, 2025 and 2024.

* Officer and/or director Compensation of ~~the Company~~Directors

	(1)	Except as otherwise indicated, the address of each beneficial owner is c/o Sentient Brands Holdings Inc., 590 Madison Avenue, 21st Floor, New York, NY 10022.
	(2)	Applicable percentage ownership is based on 115,366,844 shares of common stock outstanding as of April 14, 2025, together with securities exercisable or convertible into shares of common stock within 60 days of April 14, 2025 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of April 14, 2024 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
	(3)	On December 26, 2019, the Company and George Furlan entered into a Restricted Stock Purchase Agreement pursuant to which the George Furlan purchased from the Company an aggregate of 718,403 restricted shares of common stock (the “Furlan Shares”) at $0.01186 per share, subject to vesting, in consideration of an aggregate purchase price of $8,520.26. All of the Furlan Shares have vested.

We have two non-executive directors. Our independent directors earned nominal compensation of $9,000 each accrued but unpaid for the year ended December 31, 2025 and no compensation for the year ended December 31, 2024.

33Pension, Retirement or Similar Benefit Plans

	(4)	Dante Jones received 109,114 shares of common stock of the Company in connection with the Agreement and Plan of Reorganization entered into and closed between the Company and Jaguaring Company, d/b/a Cannavolve, on February 14, 2020. On January 5, 2023, the Company issued 500,000 shares of common stock to Mr. Jones in consideration of his appointment as the Interim Chief Executive Officer, Interim President, Interim Chief Financial Officer, Interim Treasurer and Interim Secretary of the Company.
	(5)	Principal Holdings Company is owned and controlled by Jelena Vadanjel.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

	(6)	Adriatic Advisors LLC is owned and controlled by Jelena Vadanjel.
	(7)	On January 8, 2020, the Company entered into an Executive Consulting Agreement (the “Mansour Agreement”) with James Mansour pursuant to which Mr. Mansour was appointed as an Executive Consultant. Concurrently with the Mansour Agreement, the Company and Mr. Mansour entered into a into a Restricted Stock Agreement (the “RPSA”) to purchase 718,403 shares of the Company’s common stock at a purchase price of $0.01186 per share (the “Mansour Shares”), subject to vesting as follows: 359,201 Mansour Shares vested upon execution of the agreement and the remaining 359,202 Mansour Shares were to vest quarterly at 29,993 shares at the end of each quarter. On June 3, 2022, Mr. Mansour and the Company mutually terminated the Mansour Agreement (the “Mansour Agreement Termination”). As a result of the Mansour Agreement Termination, and pursuant to the terms of the RPSA, no unvested Mansour Shares vested to Mr. Mansour subsequent to the Mansour Agreement Termination. Accordingly, the vesting of Mansour Shares ceased as of the date of the Mansour Agreement Termination, resulting in a total of 628,598 vested Mansour Shares as of the date of the Mansour Agreement Termination. In addition, on November 21, 2022, the Board of Directors of the Company terminated James Mansour as the Chief Marketing Officer of the Company.

Executive Compensation Philosophy

	(8)	Pure Energy 714 LLC is owned and controlled by Louis Sorrentino.
	(9)	On March 2, 2021, the Company effected a 7:1 forward stock split of its issued and outstanding shares of common stock. All shares of common stock reflected in the above table are accounted for on a post-forward split basis.

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance based stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

~~No Director, executive officer, affiliate or any owner~~Incentive ~~of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adverse to the Company or has a material interest adverse to the Company.~~Bonus

~~ITEM~~The Board ~~13.~~of ~~CERTAIN~~Directors ~~RELATIONSHIPS~~may ~~AND~~grant ~~RELATED~~incentive ~~TRANSACTIONS~~bonuses to our executive officers and/or future executive officers in its sole discretion, ~~AND~~if the ~~DIRECTOR~~Board ~~INDEPENDENCE~~of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue the Company is able to generate each quarter, which revenue is a direct result of the actions and ability of such executives.

The following includes a summary of transactions since the beginning of the 2024 fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of their total assets at yearLong-~~end for the last two completed fiscal years~~Term, ~~and in which any related person had or will have a direct or indirect material interest (other than compensation~~ ~~described~~Stock ~~under~~Based ~~“Executive~~ Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

~~Related~~In order ~~party~~to ~~transactions~~attract, ofretain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors.

~~Transactions~~ITEM 12. ~~with~~SECURITY ~~Related~~OWNERSHIP ~~Persons~~OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

AtThe following notable ~~time~~sets ~~during~~forth ~~the~~certain ~~last two fiscal years has any executive officer~~information, ~~director~~as ~~or any member~~ of ~~these~~December ~~individuals’~~31, ~~immediate families~~2025, ~~any~~with ~~corporation~~respect orto ~~organization~~the ~~with~~beneficial ~~whom~~ownership ~~any~~ of ~~these~~the ~~individuals~~outstanding iscommon stock anby ~~affiliate~~(i) or any ~~trust~~holder orof ~~estate~~more inthan ~~which~~five ~~any~~(5%) ofpercent; ~~these~~(ii) ~~individuals~~each ~~serves~~of asthe aCompany’s ~~trustee~~executive orofficers inand adirectors; ~~similar~~and ~~capacity~~(iii) orthe ~~has~~Company’s adirectors ~~substantial~~and ~~beneficial~~executive ~~interest~~officers ~~been~~as ~~indebted~~a togroup. ~~the~~Except ~~Company~~as orotherwise ~~was~~indicated, ~~involved~~each inof ~~any~~the ~~transaction~~stockholders inlisted ~~which~~below has ~~the~~sole ~~amount~~voting ~~exceeded $120,000~~ and ~~such~~investment ~~person~~power ~~had~~over athe ~~direct~~shares orbeneficially ~~indirect material interest~~owned.

Name of Beneficial Owner (1)	Common Stock Beneficially Owned (9)(12)		Percentage of Common Stock (2)

Officers and Directors
George Furlan * (3)		383,669		9.32	%
Dante Jones * (4)		75,460		1.83
Serge Knazev * (10)		58,546		1.42
Jeanene Morgan *		0		0.00
Eric Bruns *		0		0.00
Dionne Pendleton * (11)		0		0
All officers and directors as a group (6 persons)		517,675		12.57

5% Stockholders
Pure Energy 714 LLC (8)		516,905		12.55
Adriatic Advisors (6)		235,249		5.71
Principal Holdings Company (5)		289,740		7.04
Grace Court Advisors		90,963		2.21
James Mansour (7)		224,295		5.45

~~Procedures~~* ~~for~~Officer ~~Approval~~and/or director of ~~Related~~the ~~Party Transactions~~Company

~~Our~~(1) ~~Board~~Except ofas ~~Directors~~otherwise isindicated, ~~charged~~the ~~with~~address ~~reviewing~~of ~~and approving~~each ~~all~~beneficial ~~potential~~owner ~~related~~is ~~party~~c/o ~~transactions.~~Sentient ~~All~~Brands ~~such~~Holdings ~~related party transactions must then be reported under applicable SEC rules~~Inc. We, ~~have~~30 ~~not~~N ~~adopted~~Gould ~~other~~St, ~~procedures~~Ste ~~for review~~61963, ~~or standards for approval~~Sheridan, ~~of such transactions~~WY, ~~but instead review them on a case-by-case basis~~82801.

~~Director Independence~~32

~~Our~~(2) ~~Board~~Applicable percentage ownership is based on 4,117,228 shares of ~~Directors~~common ~~has~~stock ~~undertaken~~outstanding aas ~~review~~of December 31, 2025 together with securities exercisable or convertible into shares of ~~its~~ ~~composition~~common ~~and~~stock ~~the~~within ~~independence~~60 days of December 31, 2025 for each ~~director~~stockholder. ~~Based~~Beneficial onownership is determined in accordance with the ~~review~~rules of ~~each~~the ~~director’s~~Securities ~~background,~~and ~~employment~~Exchange Commission and ~~affiliations, including~~generally ~~family~~includes ~~relationships~~voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of April 15, 2026 are deemed to be beneficially owned by the ~~Board~~person holding such securities for the purpose of ~~Directors~~computing ~~has~~the ~~determined~~percentage ~~that~~of ~~there~~ownership of such person but are nonot ~~“independent~~treated ~~directors”~~as ~~under~~outstanding for the ~~rules~~ ~~and~~purpose ~~regulations~~ of computing the ~~SEC~~percentage ownership of any other person.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(3)	On December 26, 2019, the Company and George Furlan entered into a Restricted Stock Purchase Agreement pursuant to which the George Furlan purchased from the Company an aggregate of 23,947 restricted shares of common stock (the “Furlan Shares”) at $0.3558 per share, subject to vesting, in consideration of an aggregate purchase price of $8,520.26. All of the Furlan Shares have vested. On March 11, 2025, the Company issued George Furlan 66,667 shares as a bonus for work on acquisitions. At various times during the year, Mr. Furlan accepted 137,000 shares in full release of prior compensation.

(4)	Dante Jones received 3,637 shares of common stock of the Company in connection with the Agreement and Plan of Reorganization entered into and closed between the Company and Jaguaring Company, d/b/a Cannavolve, on February 14, 2020. On January 5, 2023, the Company issued 16,667 shares of common stock to Mr. Jones in consideration of his appointment as the Interim Chief Executive Officer, Interim President, Interim Chief Financial Officer, Interim Treasurer and Interim Secretary of the Company.

(5)	Principal Holdings Company is owned and controlled by Jelena Vadanjel-Doukas and John Doukas. Jelana Vadanjel-Doukas and John Doukas also own and control Grace Court Advisors who hold 90,963 shares, 2.1%. Total owned by these parties is 615,952 shares, 14.96%.

(6)	Adriatic Advisors LLC is owned and controlled by Jelena Vadanjel-Doukas and John Doukas. Jelana Vadanjel-Doukas and John Doukas also own and control Grace Court Advisors who hold 90,963 shares, 2.1%. Total owned by these parties is 615,952 shares, 14.96%.

(7)	On January 8, 2020, the Company entered into an Executive Consulting Agreement (the “Mansour Agreement”) with James Mansour pursuant to which Mr. Mansour was appointed as an Executive Consultant. Concurrently with the Mansour Agreement, the Company and Mr. Mansour entered into a into a Restricted Stock Agreement (the “RPSA”) to purchase 23,947 shares of the Company’s common stock at a purchase price of $0.3558 per share (the “Mansour Shares”), subject to vesting as follows: 11,973 Mansour Shares vested upon execution of the agreement and the remaining 11,974 Mansour Shares were to vest quarterly at 1,000 shares at the end of each quarter. On June 3, 2022, Mr. Mansour and the Company mutually terminated the Mansour Agreement (the “Mansour Agreement Termination”). As a result of the Mansour Agreement Termination, and pursuant to the terms of the RPSA, no unvested Mansour Shares vested to Mr. Mansour subsequent to the Mansour Agreement Termination. Accordingly, the vesting of Mansour Shares ceased as of the date of the Mansour Agreement Termination, resulting in a total of 20,954 vested Mansour Shares as of the date of the Mansour Agreement Termination. In addition, on November 21, 2022, the Board of Directors of the Company terminated James Mansour as the Chief Marketing Officer of the Company.

(8)	Pure Energy 714 LLC is owned and controlled by Louis Sorrentino.

(9)	On March 2, 2021, the Company effected a 7 for 1 (7:1) Forward Recapitalization of its issued and outstanding shares of common stock. All shares of common stock reflected in the above table are accounted for on a post-Forward Recapitalization basis.

(10)	Over the course of 12 months Serge Knazev purchased 58,546 shares on the open market.

(11)	Dionne Pendleton has controlling interest in SNBH Holdings Inc., owner of 1,000,000 shares of Preferred Series B shares. These shares have voting rights equal to 51% of the outstanding common stock in the event of any action requiring a vote of the shareholders, however, the shares are not convertible into shares of common stock.

(12)	On January 2, 2026, the Company executed a 1 for 30 (1:30) Reverse Recapitalization. All shares on this table are reflected post Reverse Recapitalization.

~~Victor Mokuolu~~No Director, ~~CPA~~executive ~~LLC~~officer, ~~served~~affiliate asor ~~our~~any ~~independent auditor~~owner ~~beginning~~of ~~with~~record ~~the~~or ~~third~~beneficial ~~quarter~~owner of ~~2022.~~more ~~The~~than ~~following~~5% isof aany ~~summary~~class of voting securities of the ~~fees~~Company ~~billed~~is a party adverse to the Company ~~for~~or ~~professional~~has ~~services rendered~~a ~~for~~material ~~the~~interest ~~fiscal~~adverse ~~year~~to ~~ended~~the ~~December 31, 2022~~Company.

~~The following is a summary of the fees billed to the~~ITEM ~~Company~~13. ~~for~~CERTAIN ~~professional~~RELATIONSHIPS ~~services~~AND ~~rendered~~RELATED ~~for the fiscal years ended December 31~~TRANSACTIONS, ~~2024~~AND ~~and~~DIRECTOR ~~2023.~~INDEPENDENCE

	2024		2023
Audit Fees - Victor Mokuolu, CPA LLC	$	19,000	$	12,750
Audit Related Fees - Victor Mokuolu, CPA LLC		—		—
Tax Fees		—		—
All Other Fees		—		—
Totals	$	19,000	$	12,750

The following includes a summary of transactions since the beginning of the 2025 fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of their total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

~~AUDIT FEES. Consists of fees billed for professional~~Related ~~services~~party ~~rendered~~transactions ~~for the audit~~ of the Company’s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services in connection with statutory and regulatory filings or engagements.

~~AUDIT-RELATED FEES. Consists of fees billed for preparation~~Transactions ofwith ~~financial~~Related ~~statements and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”~~Persons

~~TAX~~At no ~~FEES.~~time ~~Consists~~during the last two fiscal years has any executive officer, director or any member of ~~fees~~these ~~billed~~individuals’ ~~for~~immediate ~~professional~~families, ~~services~~any ~~for~~corporation ~~tax~~or ~~compliance,~~organization ~~tax~~with ~~advice~~whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serves as a trustee or in a similar capacity or has a substantial beneficial interest been indebted to the Company or was involved in any transaction in which the amount exceeded $120,000 and ~~tax~~such ~~planning~~person had a direct or indirect material interest.

~~ALL OTHER FEES. Consists of fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2024 or 2023.~~33

~~POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND~~Procedures ~~PERMISSIBLE~~for ~~NON-AUDIT~~Approval ~~SERVICES~~of OFRelated ~~INDEPENDENT~~Party ~~AUDITORS~~Transactions

~~The Company currently does not have a designated Audit~~Our ~~Committee, and accordingly, the Company’s~~ Board of Directors’ ~~policy~~ is tocharged ~~pre-approve~~with ~~all~~reviewing ~~audit~~ and ~~permissible~~approving ~~non-audit services~~all ~~provided~~potential byrelated ~~the~~party ~~independent auditors~~transactions. ~~These~~All ~~services~~such ~~may include audit services, audit-~~related ~~services,~~party ~~tax services and other~~transactions ~~services.~~must ~~Pre-approval~~then isbe ~~generally~~reported ~~provided~~under ~~for~~applicable upSEC torules. ~~one~~We ~~year~~have ~~and~~not ~~any~~adopted ~~pre-approval~~other isprocedures ~~detailed~~for asreview, ~~to the particular service~~ or ~~category of~~standards ~~services~~for ~~and~~approval, ~~is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company’s Board~~ of ~~Directors regarding the extent of services provided by the independent auditors in accordance with this~~such ~~pre-approval~~transactions, ~~and~~but ~~the~~instead ~~fees~~review ~~for~~them ~~the services performed to date. The Board of Directors may also pre-approve particular services~~ on a case-by-case basis.

35Director Independence

~~ITEM~~Our Board 15of Directors has undertaken a review of its composition and the independence of each director. ~~EXHIBITS~~Based on the review of each director’s background, employment and affiliations, including family relationships, the Board of Directors has determined that there are two “independent directors” under the rules and regulations of the SEC.

Exhibit No.		Exhibit Description
2.1		Reorganization Agreement between Intelligent Buying Inc. and Jaguaring Company d/b/a Cannavolve, and the Cannavolve shareholders listed in the agreement, dated March 13, 2019 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2019).
2.2		Amended Reorganization Agreement between Intelligent Buying Inc. and Jaguaring Company d/b/a Cannavolve and the Cannavolve shareholders listed in the agreement, dated April 27, 2019 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2019).
2.3		Amendment No. 1 to Reorganization Agreement between Intelligent Buying Inc. and Jaguaring Company d/b/a Cannavolve, and the Cannavolve shareholders listed in the agreement, dated April 27, 2019 (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on May, 6 2019).
2.4		Second Amended Agreement and Plan of Reorganization between Intelligent Buying Inc. and Jaguaring Company d/b/a Cannavolve Holdings, the Cannavolve Shareholders listed in the agreement dated January 2, 2020 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 8, 2020).
2.5		Termination Agreement of the Reorganization between Intelligent Buying Inc. and Jaguaring Company d/b/a Cannavolve Holdings, the Cannavolve Shareholders listed in the agreement dated February 12, 2020. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
2.6		Agreement and Plan of Reorganization by and among Intelligent Buying Inc., Jaguaring Company d/b/a Cannavolve Holdings and the Cannavolve Shareholders listed in the agreement dated February 14, 2020. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
2.7		Form of Agreement and Plan of Merger by and among Sentient Brands Holdings Inc., a California corporation, and Sentient Brands Holdings Inc., a Nevada corporation, dated January 28, 2021.
3.1		Articles of Incorporation of Intelligent Buying Inc. and Certificate of Amendment of Articles of Incorporation of Intelligent Buying, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 filed with the SEC on April 17, 2006).
3.2		Bylaws of Intelligent Buying, Inc. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
3.3		Certificate of Determination for Series A Convertible Preferred Stock of Intelligent Buying, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form SB-2 filed with the SEC on April 17, 2006).
3.4		Certificate of Determination for Series B Preferred Stock of Intelligent Buying, Inc. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
3.5		Certificate of Amendment of Articles of Incorporation of Intelligent Buying Inc., a California corporation. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 3, 2021).

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

36Victor Mokuolu, CPA LLC served as our independent auditor beginning with the third quarter of 2022. The Company engaged Cathedral CPAs and Advisors as its independent auditor as of December 19, 2025.

3.6		Articles of Incorporation of Sentient Brands Holdings Inc., a Nevada corporation. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 3, 2021).
3.7		Bylaws of Sentient Brands Holdings Inc., a Nevada corporation. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 3, 2021).

The following is a summary of the fees billed to the Company for professional services rendered for the fiscal years ended December 31, 2025 and 2024.

4.1	Form of 10% Promissory Note of Intelligent Buying, Inc. issued to an accredited investor dated December 2, 2020.
	2025		2024
4.2	Form of Securities Purchase Agreement by and among Intelligent Buying, Inc. and an accredited investor dated December 2, 2020.
Audit Fees - Victor Mokuolu, CPA LLC	$	31,000	$	19,000
4.3	Form of Stock Purchase Warrant of Intelligent Buying, Inc. issued to an accredited investor dated December 2, 2020.
Audit Fees - Cathedral CPAs and Advisors		25,000		—
4.4	Form of Stock Pledge Agreement issued by an affiliate of Intelligent Buying, Inc. to an accredited investor dated December 2, 2020.
Audit Related Fees		—		—
4.5	Form of 10% Convertible Debenture of Intelligent Buying, Inc. issued to an accredited investor dated December 3, 2020
Tax Fees		—		—
4.6	Form of Securities Purchase Agreement by and among Intelligent Buying, Inc. and an accredited investor dated December 3, 2020.
All Other Fees		—		—
4.7	Form of Stock Purchase Warrant of Intelligent Buying, Inc. issued to an accredited investor dated December 3, 2020.
Totals	$	56,000	$	19,000
4.8	Form of Securities Purchase Agreement. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 3, 2021).
4.9	Form of Senior Secured Convertible Promissory Note. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 3, 2021).
4.10	Form of Common Share Purchase Warrant. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 3, 2021).
4.11	Form of Pledge and Security Agreement. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 3, 2021).
4.12	Form of 18% Promissory Note of Sentient Brands Holdings Inc. issued to an accredited investor dated September 23, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).
4.13	Form of Securities Purchase Agreement by and among Sentient Brands Holdings Inc. and an accredited investor dated November 18, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).
4.14	Form of Senior Secured Convertible Promissory Note issued to an accredited investor dated November 18, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).

37AUDIT FEES. Consists of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services in connection with statutory and regulatory filings or engagements.

4.15		Form of Common Share Purchase Warrant issued to an accredited investor dated November 18, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).
4.16		Form of Pledge and Security Agreement by and among Sentient Brands Holdings Inc. and an accredited dated November 18, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).

AUDIT-RELATED FEES. Consists of fees billed for preparation of consolidated financial statements and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”

4.17		Settlement Agreement and Release by and among Sentient Brands Holdings Inc., and Anthony L.G., PLLC and Laura Anthony, Esq. dated August 16, 2022 (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 22, 2022).
4.18		Sentient Brands Holdings Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 on Form S-8 (File No. 333-266997) filed on August 19, 2022).
4.19		Extension Agreement by and among Sentient Brands Holdings Inc. and an accredited investor dated August 19, 2022 (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 22, 2022).
4.20		Form of Common Share Purchase Warrant issued to an accredited investor dated August 19, 2022 (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 22, 2022).
4.21		Form of Agreement by and among Sentient Brands Holdings Inc. and an accredited investor dated August 19, 2022 (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 22, 2022).
10.1		Convertible Promissory Note of Intelligent Buying Inc. issued to PureEnergy714 LLC2019 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2019).
10.2		Convertible Promissory Note issued by Jaguaring, Inc. d/b/a Cannavolve (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2019).
10.3		Form of Subscription Agreement for Rule 506 Offering. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.4#		Executive Consulting Agreement between Intelligent Buying, Inc. and James Mansour dated January 8, 2020. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.5#		Employment Agreement between Intelligent Buying, Inc. and George V. Furlan dated December 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.6		Independent Contractor Agreement between Jaguaring Inc. d/b/a Cannavolve and Dante Jones dated May 1, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.7		Office Agreement for Jaguaring Inc. d/b/a Cannavolve dated May 23, 2018. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

TAX FEES. Consists of fees billed for professional services for tax compliance, tax advice and tax planning.

38ALL OTHER FEES. Consists of fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2025 or 2024.

10.8		Promissory Note issued by Jaguaring Inc. d/b/a Cannavolve dated June 6, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.9		Employment Agreement between Intelligent Buying, Inc. and Gregg Templeton dated February 28, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.10		Office Agreement for Jaguaring Inc. d/b/a Cannavolve dated May 23, 2018. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.11		Promissory Note issued by Jaguaring Inc. d/b/a Cannavolve dated June 11, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

10.12		Promissory Note issued by Jaguaring Inc. d/b/a Cannavolve dated June 6, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.13#		Restricted Stock Purchase Agreement between Intelligent Buying, Inc. and James Mansour.
10.14#		Restricted Stock Purchase Agreement between Intelligent Buying, Inc. and George Furlan. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.15		Share Exchange Agreement dated as of May 28, 2020 by and among Intelligent Buying Inc., and the shareholders of Jaguaring Company d/b/a Cannavolve Holdings. (Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on May 29, 2020).
10.16		Share Exchange Agreement dated as of April 10, 2025 by and among Sentient Brands Holdings, Inc., AIG-F&B, Inc. and the owners of AIG. (Incorporated by reference to the Form 8-KA5 filed with the Securities and Exchange Commission on April 11, 2025).
14.1		Code of Ethics of Intelligent Buying, Inc. (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form SB-2 filed with the SEC on April 17, 2006).
16.1		Letter from Boyle CPA, LLC (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 18, 2022).
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer & Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The Company currently does not have a designated Audit Committee, and accordingly, the Company’s Board of Directors’ policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company’s Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

* Filed herewith34

~~# Indicates management contract or compensatory plan~~ITEM 15. EXHIBITS

Exhibit No.		Exhibit Description

2.1		Reorganization Agreement between Intelligent Buying Inc. and Jaguaring Company d/b/a Cannavolve, and the Cannavolve shareholders listed in the agreement, dated March 13, 2019 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2019).

2.2		Amended Reorganization Agreement between Intelligent Buying Inc. and Jaguaring Company d/b/a Cannavolve and the Cannavolve shareholders listed in the agreement, dated April 27, 2019 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2019).

2.3		Amendment No. 1 to Reorganization Agreement between Intelligent Buying Inc. and Jaguaring Company d/b/a Cannavolve, and the Cannavolve shareholders listed in the agreement, dated April 27, 2019 (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on May, 6 2019).

2.4		Second Amended Agreement and Plan of Reorganization between Intelligent Buying Inc. and Jaguaring Company d/b/a Cannavolve Holdings, the Cannavolve Shareholders listed in the agreement dated January 2, 2020 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 8, 2020).

2.5		Termination Agreement of the Reorganization between Intelligent Buying Inc. and Jaguaring Company d/b/a Cannavolve Holdings, the Cannavolve Shareholders listed in the agreement dated February 12, 2020. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

2.6		Agreement and Plan of Reorganization by and among Intelligent Buying Inc., Jaguaring Company d/b/a Cannavolve Holdings and the Cannavolve Shareholders listed in the agreement dated February 14, 2020. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

2.7		Form of Agreement and Plan of Merger by and among Sentient Brands Holdings Inc., a California corporation, and Sentient Brands Holdings Inc., a Nevada corporation, dated January 28, 2021.

3.1		Articles of Incorporation of Intelligent Buying Inc. and Certificate of Amendment of Articles of Incorporation of Intelligent Buying, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 filed with the SEC on April 17, 2006).

3.2		Bylaws of Intelligent Buying, Inc. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

3.3		Certificate of Determination for Series A Convertible Preferred Stock of Intelligent Buying, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form SB-2 filed with the SEC on April 17, 2006).

3.4		Certificate of Determination for Series B Preferred Stock of Intelligent Buying, Inc. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

3.5		Certificate of Amendment of Articles of Incorporation of Intelligent Buying Inc., a California corporation. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 3, 2021).

3.6		Articles of Incorporation of Sentient Brands Holdings Inc., a Nevada corporation. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 3, 2021).

3.7		Bylaws of Sentient Brands Holdings Inc., a Nevada corporation. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 3, 2021).

3.8		Amendment to Articles of Incorporation effecting a change in capitalization (1-for-30 exchange), filed with Nevada on October 30, 2025, and incorporated by reference to the Form 10K filed on April 15, 2026.

SIGNATURES

4.1		Form of 10% Promissory Note of Intelligent Buying, Inc. issued to an accredited investor dated December 2, 2020.

4.2		Form of Securities Purchase Agreement by and among Intelligent Buying, Inc. and an accredited investor dated December 2, 2020.

4.3		Form of Stock Purchase Warrant of Intelligent Buying, Inc. issued to an accredited investor dated December 2, 2020.

4.4		Form of Stock Pledge Agreement issued by an affiliate of Intelligent Buying, Inc. to an accredited investor dated December 2, 2020.

4.5		Form of 10% Convertible Debenture of Intelligent Buying, Inc. issued to an accredited investor dated December 3, 2020

4.6		Form of Securities Purchase Agreement by and among Intelligent Buying, Inc. and an accredited investor dated December 3, 2020.

4.7		Form of Stock Purchase Warrant of Intelligent Buying, Inc. issued to an accredited investor dated December 3, 2020.

4.8		Form of Securities Purchase Agreement. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 3, 2021).

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.35

	Sentient Brands Holdings Inc.
4.9		Form of Senior Secured Convertible Promissory Note. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 3, 2021).
Dated: April 15, 2025	By:	/s/ George Furlan
4.10		Form of Common Share Purchase Warrant. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 3, 2021).
		George Furlan
4.11		Form of Pledge and Security Agreement. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 3, 2021).
		Chief Executive Officer, Interim President, Interim Chief Financial Officer, and Director
4.12		Form of 18% Promissory Note of Sentient Brands Holdings Inc. issued to an accredited investor dated September 23, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
4.13		Form of Securities Purchase Agreement by and among Sentient Brands Holdings Inc. and an accredited investor dated November 18, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).
4.14		Form of Senior Secured Convertible Promissory Note issued to an accredited investor dated November 18, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).
4.15		Form of Common Share Purchase Warrant issued to an accredited investor dated November 18, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).
4.16		Form of Pledge and Security Agreement by and among Sentient Brands Holdings Inc. and an accredited dated November 18, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).
4.17		Settlement Agreement and Release by and among Sentient Brands Holdings Inc., and Anthony L.G., PLLC and Laura Anthony, Esq. dated August 16, 2022 (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 22, 2022).
4.18		Sentient Brands Holdings Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 on Form S-8 (File No. 333-266997) filed on August 19, 2022).
4.19		Extension Agreement by and among Sentient Brands Holdings Inc. and an accredited investor dated August 19, 2022 (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 22, 2022).
4.20		Form of Common Share Purchase Warrant issued to an accredited investor dated August 19, 2022 (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 22, 2022).
4.21		Form of Agreement by and among Sentient Brands Holdings Inc. and an accredited investor dated August 19, 2022 (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 22, 2022).
4.22		Sentient Brands Holdings, Inc. 2026 Employee Benefit Plan, dated January 20, 2026 (Incorporated by reference to Form S-8 filed with the Securities and Exchange Commission on February 2, 2026).
10.1		Convertible Promissory Note of Intelligent Buying Inc. issued to PureEnergy714 LLC 2019 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2019).
10.2		Convertible Promissory Note issued by Jaguaring, Inc. d/b/a Cannavolve (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2019).
10.3		Form of Subscription Agreement for Rule 506 Offering. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.4		Executive Consulting Agreement between Intelligent Buying, Inc. and James Mansour dated January 8, 2020. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.5		Employment Agreement between Intelligent Buying, Inc. and George V. Furlan dated December 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.6		Independent Contractor Agreement between Jaguaring Inc. d/b/a Cannavolve and Dante Jones dated May 1, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.7		Office Agreement for Jaguaring Inc. d/b/a Cannavolve dated May 23, 2018. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.8		Promissory Note issued by Jaguaring Inc. d/b/a Cannavolve dated June 6, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.9		Employment Agreement between Intelligent Buying, Inc. and Gregg Templeton dated February 28, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).
10.10		Promissory Note issued by Jaguaring Inc. d/b/a Cannavolve dated June 11, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

~~POWER OF ATTORNEY~~36

Know all persons by these presents that each individual whose signature appears below constitutes and appoints Dante Jones, our Interim Chief Executive Officer and Interim Chief Financial Officer as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to this Report together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits to this Report and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, notices, communications, reports, instruments, agreements and other documents as may be necessary or appropriate in connection therewith and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, and hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact, or any of his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

10.11		Restricted Stock Purchase Agreement between Intelligent Buying, Inc. and James Mansour.

10.12		Restricted Stock Purchase Agreement between Intelligent Buying, Inc. and George Furlan. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

10.13		Share Exchange Agreement dated as of May 28, 2020 by and among Intelligent Buying Inc., and the shareholders of Jaguaring Company d/b/a Cannavolve Holdings. (Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on May 29, 2020).

10.14		Share Exchange Agreement dated as of April 10, 2025 by and among Sentient Brands Holdings, Inc., AIG-F&B, Inc. and the owners of AIG. (Incorporated by reference to the Form 8-KA5 filed with the Securities and Exchange Commission on April 11, 2025).

10.15		Share Exchange Agreement dated as of July 5, 2025 by and among Sentient Brands Holdings, Inc. and AENV and the owners of AEFL (Incorporated by reference to the Form 8K/A6 filed with the Securities and Exchange Commission on July 9, 2025).

10.16		Share Exchange Agreement dated September 30, 2025, by and among Sentient Brands Holdings, INc., Wyoming Bears, Inc, and the minority shareholders of Wyoming Bears, Inc., dated as of September 30, 2025 (Incorporated by reference to the Form 8K/A6 filed with the Securities and Exchange Commission on October 3, 2025).

10.17		Bill of Sale dated September 30, 2025, by and among Sentient Brands Holdings Inc., Aqua Emergency, Inc. (Nevada), and Aqua Emergency, Inc.(Florida), dated September 30, 2025 (Incorporated by reference to the Form 8K filed with the Securities and Exchange Commission on October 3, 2025).

10.18		Board of Directors Resolution dated December 31, 2025, approving change to contracts and change of Auditors (Incorporated by reference to the Form 8K filed with the Securities and Exchange Commission on January 5, 2026).

10.18.1		Addendum No.1 to Share Exchange Agreement dated December 31, 2025, effective February 20, 2026 (Incorporated by reference to Form 8K filed with the Securities and Exchange Commission on February 23, 2026).

14.1		Code of Ethics of Intelligent Buying, Inc. (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form SB-2 filed with the SEC on April 17, 2006).

16.1		Letter from Boyle CPA, LLC (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 18, 2022).

16.2		Letter received from the auditor Victor Mokuolu, CPA, PLLC (Incorporated by reference to Form 8K/A1 filed with the securities and Exchange commission on January 26, 2026).

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer & Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~Pursuant~~* toFiled ~~the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~herewith

SIGNATURE	TITLE	DATE
/s/ George Furlan	Chief Executive Officer, Interim President, Interim Chief Financial Officer, and Director	April 15, 2025
George Furlan	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

40SIGNATURES

~~SENTIENT~~Pursuant to ~~BRANDS~~the ~~HOLDINGS~~requirements ~~INC.~~of ~~AND~~Section ~~SUBSIDIARIES CONSOLIDATED~~13 ~~FINANCIAL~~or ~~STATEMENTS~~15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed ~~December~~on 31its behalf by the undersigned, ~~2024~~thereunto ~~and~~duly ~~2023~~authorized.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

	Sentient Brands Holdings Inc.

Dated: April 15, 2026	By:	/s/ George Furlan
		George Furlan
		Chief Executive Officer and Director
		(Principal Executive Officer)

ToPOWER OF ~~the Stockholders and Board of Directors~~ATTORNEY

~~Sentient~~Know all ~~Brands~~persons ~~Holdings~~by ~~Inc~~these presents that each individual whose signature appears below constitutes and appoints George Furlan, our Chief Executive Officer as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to this Report together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits to this Report and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, notices, communications, reports, instruments, agreements and other documents as may be necessary or appropriate in connection therewith and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, and hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact, or any of his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

~~Opinion~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant ~~Consolidated~~and ~~Financial~~in ~~Statements~~the capacities and on the dates indicated.

We have audited the accompanying consolidated balance sheets of Sentient Brands Holdings Inc. (the “Company”) as of December 31, 2024, and December 31, 2023, the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

SIGNATURE	TITLE	DATE

/s/ George Furlan	Chief Executive Officer and Director	April 15, 2026
George Furlan	(Principal Executive Officer, )

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.38

~~Substantial~~SENTIENT ~~Doubt~~BRANDS ~~about the Company's ability to~~HOLDINGS ~~continue~~INC. asAND ~~a Going Concern~~SUBSIDIARIES

~~The~~INDEX ~~accompanying consolidated financial statements~~TO ~~have~~CONSOLIDATED ~~been~~FINANCIAL ~~prepared~~STATEMENTS ~~assuming~~For ~~that~~ the ~~Company~~year ~~will~~ended continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring operating losses, and had an accumulated deficit of $4,669,826 and $3,533,380 as of December 31, ~~2024, and~~2025 ~~December 31, 2023 respectively. The Company also had a working capital deficit of $2,206,318~~ and ~~$1,957,552 as of December 31,~~ 2024, and December 31, 2023 respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Basis~~TABLE ~~for~~OF ~~Opinion~~CONTENTS

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-4
Consolidated Statements of Operations		F-5
Consolidated Statement of Changes In Stockholders’ Deficit		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements for the year ended December 31, 2025 and 2024		F-8

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.F-1

~~Our~~925 ~~audits~~977 ~~included~~4000 ~~performing~~[email ~~procedures~~protected] to2300 ~~assess the~~CONTRA ~~risks~~COSTA ~~of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks~~BLVD. ~~Such~~SUITE ~~procedures included examining~~425, onPLEASANT ~~a test basis~~HILL, ~~evidence~~CA regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.94523

~~F-1~~Report of Independent Registered Public Accounting Firm

~~Critical~~To the ~~Audit~~Board ~~Matters~~of Directors and Shareholders of Sentient Brands Holdings Inc. and Subsidiaries

~~Critical audit matters are matters arising from the~~Opinion ~~current~~on ~~period audit of~~ the ~~consolidated~~Consolidated ~~financial~~Financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.Statements

~~Emphasis~~We have audited the accompanying consolidated balance sheet of ~~Matters~~Sentient Brands Holdings Inc. and Subsidiaries (the Company) as of December 31, 2025, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the 2025 consolidated financial statements present fairly, in all material respects, the consolidated financial position of Sentient Brands Holdings Inc. and Subsidiaries as of December 31, 2025, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

AsThe consolidated ~~discussed~~financial instatements ~~Note~~of 4,the ~~Inventories,~~Company toas ~~the~~of ~~consolidated financial~~December ~~statements~~31, ~~the~~2024, ~~Company~~before ~~has written down~~ the ~~entire~~adjustments ~~value~~described ofin ~~Inventory~~Note ~~of $150~~2,~~000~~ ~~during~~were ~~the~~audited ~~year~~by other ~~ended~~auditors ~~December~~whose 31report, ~~2024. Our~~dated ~~opinion~~April is15, ~~not~~2025, ~~modified~~expressed inan ~~respect~~unqualified ofopinion ~~this~~on ~~matter~~those statements.

AsWe also ~~discussed~~have audited the adjustments described in Note 8,2 ~~Commitments~~that ~~and~~were ~~Contingencies,~~ applied to restate the 2024 consolidated financial statements, ~~the~~to ~~Company~~correct an iserror. ~~currently~~In ~~involved~~our inopinion, asuch ~~wage~~adjustments ~~dispute~~are ~~with~~appropriate aand ~~former~~have ~~contractor~~been ~~dating~~properly ~~back~~applied. We were not engaged to ~~the~~ ~~third~~audit, ~~quarter~~review, ofor ~~2020.~~apply any ~~Neither~~procedures ~~party~~to ~~has~~the ~~initiated~~2024 ~~legal~~consolidated ~~action~~financial atstatements ~~this~~of ~~time.~~the ~~The~~Company ~~former~~other ~~contractor’s~~than ~~claims~~with isrespect ~~$184,000~~to the adjustments and, accordingly, ~~the~~we ~~Company~~do ~~has~~not ~~reserved~~express ~~for~~an ~~the~~opinion ~~contingency~~or inany ~~the~~other ~~amount~~form of ~~$54,000.~~assurance ~~Our~~on ~~opinion~~the is2024 ~~not~~consolidated ~~modified~~financial instatements ~~respect~~taken ofas ~~this~~a ~~matter~~whole.

~~We have served as the Company’s auditor~~Going ~~since 2023.~~Concern

~~VICTOR~~The accompanying ~~MOKUOLU~~consolidated ~~CPA~~financial ~~PLLC~~statements ~~Houston,~~have ~~Texas~~been ~~April~~prepared 15assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, ~~2025~~the ~~PCAOB~~Company ~~ID:~~has ~~6771~~suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~F-2~~Basis for Opinion

~~SENTIENT~~These consolidated ~~BRANDS~~financial ~~HOLDINGS~~statements ~~INC~~are the responsibility of the Company’s management. ~~AND~~Our ~~SUBSIDIARIES~~responsibility ~~CONSOLIDATED~~is ~~BALANCE~~to ~~SHEETS~~express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

	December 31, 2024			December 31, 2023
ASSETS
CURRENT ASSETS
Cash	$	3,432		$	1,299
Prepaid expenses		—			8,453
Inventory, net of reserve to net realizable value of $213,477 and $63,477, respectively		—			150,000
TOTAL NET CURRENT ASSETS		3,432			159,752
FIXED ASSETS (net of Depreciation)		19,864			23,742
TOTAL ASSETS	$	23,296		$	183,494
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	856,012		$	725,066
Notes payable		544,691			533,191
Convertible Notes Payable		809,047			859,047
TOTAL CURRENT LIABILITIES		2,209,750			2,117,304
TOTAL LIABILITIES		2,209,750			2,117,304
STOCKHOLDERS’ DEFICIT
Preferred Stock – Par Value of $0.001; 25,000,000 shares authorized; 1,000,000 shares issued and outstanding as of December 31, 2024 and 2023		1,000			1,000
Common Stock - Par Value of $0.001; 500,000,000 shares authorized; 70,920,517 and 56,140,518 shares issued and outstanding as of December 31, 2024 and 2023, respectively		70,921			56,141
Common Stock to be issued		153,054			—
Additional paid-in capital		2,258,397			1,542,429
Accumulated deficit		(4,669,826	)		(3,533,380	)
TOTAL STOCKHOLDERS’ DEFICIT		(2,186,454	)		(1,933,810	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	23,296		$	183,494

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~The~~Our audit ~~accompanying~~included ~~notes~~performing ~~are~~procedures anto ~~integral~~assess ~~part~~the risks of ~~these~~material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

F-32

~~SENTIENT~~Critical Audit ~~BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS~~Matter

	For the year ended December 31,
	2024			2023
REVENUES:
TOTAL REVENUES	$	—		$	150
Cost of sales		—			50
Gross (Loss) Profit		—			100
Operating Expenses
General and Administrative		81,142			111,942
Legal and Professional		487,196			139,017
Management Fees		163,310			—
Write off excess inventory		150,000			—
TOTAL OPERATING EXPENSES		881,648			250,959
LOSS FROM OPERATIONS		(881,648	)		(250,859	)
Other Income (Expenses)
Interest expense		(254,798	)		(226,875	)
Discount amortization		—			—
Other income		—			—
NET LOSS	$	(1,136,446	)	$	(477,734	)
NET LOSS PER COMMON SHARE – BASIC AND DILUTED	$	(0.018	)	$	(0.009	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		62,697,594			54,805,831

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

~~The~~Accounting for ~~accompanying~~Acquisition ~~notes~~Transactions, ~~are~~Valuation anof ~~integral~~Acquired ~~part~~Assets ofand ~~these consolidated~~Contingent ~~financial statements~~Consideration

~~F-4~~Critical Audit Matter Description

~~SENTIENT~~As described ~~BRANDS~~in ~~HOLDINGS~~Notes ~~INC~~1, 3, and 9 to the consolidated financial statements, the Company completed acquisition transactions during 2025 that were material to the consolidated financial statements. ~~AND~~These ~~SUBSIDIARIES~~transactions ~~CONSOLIDATED~~required ~~STATEMENTS~~management OFto ~~CASH~~determine ~~FLOWS~~the appropriate accounting treatment, including whether the acquired assets met the definition of a business under ASC 805, Business Combinations, identifying the assets acquired, and estimating the fair value of acquired assets and liabilities assumed, including intangible assets acquired and contingent consideration arrangements.

	For the year ended
	December 31,
	2024			2023
OPERATING ACTIVITIES:
Net loss	$	(1,136,446	)	$	(477,734	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		3,878			3,878
Inventory write down to net realizable value		150,000			63,477
Stock issued for services rendered		380,750			13,900
Stock issued for payment to vendor		35,998			127,000
Changes in operating assets and liabilities:
Inventory		—			24,539
Prepaid expenses		8,453			(8,453	)
Accounts payable and accrued expenses		149,000			184,849
NET CASH USED IN OPERATING ACTIVITIES		(408,367	)		(68,544	)
INVESTMENT ACTIVITIES:
Purchase of office equipment		—			—
NET CASH USED IN INVESTMENT ACTIVITIES		—			—
FINANCING ACTIVITIES:
Proceeds (Payment) of loan payable		—			—
Proceeds from short term loan		11,500			22,795
Net proceeds from issuance of common stock		314,000			38,000
Stock subscription		85,000			—
Proceeds from exercise of wants to purchase common stock		—			8,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		410,500			68,795
INCREASE (DECREASE) IN CASH		2,133			251
CASH-BEGINNING OF PERIOD		1,299			1,048
CASH-END OF PERIOD	$	3,432		$	1,299
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	79,950		$	—
Taxes	$	—		$	—
Supplemental disclosure of non cash financing activity:
Conversion of note payable and accrued interest into Common Stock to be issued	$	68,054		$	—

How We Addressed the Matter in Our Audit

The primary ~~accompanying~~procedures ~~notes~~we ~~are~~performed anto ~~integral~~address ~~part~~this matter included evaluating management’s assessment of ~~these~~whether the acquisitions met the definition of a business under ASC 805 and testing the completeness and accuracy of the data used in the Company’s valuation analyses. We involved valuation specialists to assist in assessing the valuation methodologies and the reasonableness of significant assumptions used by management. We also evaluated the adequacy of the related disclosures in the consolidated financial statements.

~~F-5~~/s/ Cathedral CPAs & Advisors, LLP

~~SENTIENT~~Auditor ~~BRANDS~~Firm ~~HOLDINGS~~ID: ~~INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT For the Years Ended December 31, 2024 and 2023~~5732

December 31, 2024	Common Stock				Preferred Stock				Common stock to be		Paid in		Accumulated
	Shares		Amount		Shares		Amount		issued		Capital		Deficit			Total
Balance - December 31, 2023		56,140,518		56,141		1,000,000		1,000		—		1,542,429		(3,533,380	)		(1,933,810	)
Common stock sold to investors		8,579,999		8,580								317,420					326,000
Common stock issued for services rendered		5,900,000		5,400								375,450					380,850
Note payable and accrued interest converted to common stock		—		—						68,054		—					68,054
Subscription payable		—		—		—		—		85,000		—		—			85,000
Common stock issued to vendor in lieu of payment		800,000		800								23,800					23,898
Net loss				—				—						(1,136,446	)		(1,136,446	)
Balances December 31, 2024		70,920,517	$	70,921		1,000,000		1,000		153,054	$	2,258,397	$	(4,669,826	)	$	(2,186,454	)

Pleasant Hill, California

December 31, 2023	Common Stock				Preferred Stock					Paid in		Accumulated
	Shares		Amount		Shares		Amount			Capital		Deficit			Total
Balance - December 31, 2022		52,420,387		52,421		1,000,000		1,000	-		1,359,249		(3,055,646	)		(1,642,976	)
Common stock issued for services rendered		500,000		500							13,400					13,900
Common stock sold to investors		760,000		760							37,240					38,000
Exercise warrants to purchase common stock		800,000		800							7,200					8,000
Common stock issued to vendor in lieu of payment		1,660,131		1,660							125,340					127,000
Net loss				—				—	-				(477,734	)		(477,734	)
Balances December 31, 2023		56,140,518	$	56,141		1,000,000		1,000	-	$	1,542,429	$	(3,533,380	)	$	(1,933,810	)

April 15, 2026

~~The~~We have ~~accompanying~~served ~~notes~~as ~~are~~the anCompany’s ~~integral~~auditor ~~part~~since ~~of these consolidated financial statements~~2025.

F-63

SENTIENT BRANDS HOLDINGS INC. ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 AND 2023~~

~~NOTE 1. ORGANIZATION~~ AND ~~NATURE OF OPERATIONS~~ SUBSIDIARIES

~~Business~~CONSOLIDATED BALANCE ~~description~~SHEETS

The financial statements presented are those of Sentient Brands Holdings Inc. (the “Company”). The Company was incorporated under the laws of the State of California on March 22, 2004, and, until October 2016, the Company was in the business of media advertising and acquiring high-end computer and networking equipment from resellers and end-users and then reselling this equipment at discounted prices. The Company is currently in the business of product development and brand management 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 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 Lifestyle Brands with carefully thought-out ingredients, packaging, fragrance and design. The Company’s 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. The Company intends to leverage its in-house innovation capabilities to launch new products that “disrupt” adjacent product categories. The Company plans to grow by leveraging its deep connections within its 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.

	December 31,			December 31,
	2025			2024
ASSETS
CURRENT ASSETS
Cash	$	29,011		$	3,432
Accounts receivable		423,138			-
Prepaid expenses		51,980			-
Prepaid fulfillment costs		292,657			-
TOTAL CURRENT ASSETS		796,786			3,432

Fixed assets (net)		97,106			19,865
Intangible assets (net)		1,167,872			-
Goodwill		532,473			-
TOTAL ASSETS	$	2,594,237		$	23,297

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	407,911		$	443,135
Short-term loans payable		123,098			-
Notes payable		41,250			544,691
Convertible notes payable		715,789			809,047
Accrued interest		726,500			731,220
Derivative liability		44,496			143,149
Common stock subscription		-			85,000
Acquisition credits payable		2,640,712			-
TOTAL CURRENT LIABILITIES		4,699,756			2,756,242
TOTAL LIABILITIES		4,699,756			2,756,242

STOCKHOLDERS’ DEFICIT
Preferred Stock - Par Value of $0.001;
25,000,000 shares authorized; 1,000,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively		1,000			1,000
Preferred Stock - Par Value of $0.001; 25,000,000 shares authorized; 0 and 1,000,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively		1,000			1,000
Common Stock - Par Value of $0.001; 500,000,000 shares authorized; 4,117,228 and 2,364,018 shares issued and outstanding as of December 31, 2025 and December 31, 2024		4,117			2,364
Common stock subscription		71,000			68,054
Additional paid-in capital		4,151,258			2,326,954
Accumulated deficit		(6,332,894	)		(5,131,317	)
TOTAL STOCKHOLDERS’ DEFICIT		(2,105,519	)		(2,732,945	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	2,594,237		$	23,297

~~On December 9, 2020, the Company filed a Certificate~~The ofaccompanying ~~Amendment~~notes ofare ~~Articles~~an ofintegral ~~Incorporation~~part ~~(the “Certificate”) with the State~~ of ~~California~~these toconsolidated ~~(i)~~financial effect a forward stock split of its outstanding shares of common stock at a ratio of 7 for 1 (7:1) (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”)statements. Fractional shares that resulted from the Forward Stock Split will be rounded up to the next highest number. 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~~F-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. Our symbol on OTC Markets was INTBD for 20 business days from March 2, 2021 (the “Notification Period”). Our new CUSIP number is 81728V 102. As a result of the name change, our symbol was changed to “SNBH” following the Notification Period. All share and per share information has been retroactively adjusted to reflect this forward stock split.4

~~In addition, on January 29, 2021, the Company, merged~~SENTIENT ~~with~~BRANDS ~~and~~HOLDINGS ~~into its wholly owned subsidiary, Sentient Brands Holdings Inc~~INC., a Nevada corporation, pursuant to an Agreement and Plan of Merger between Sentient Brands Holdings Inc., a California corporation, and Sentient Brands Holdings Inc., a Nevada corporation. Sentient Brands Holdings Inc., a Nevada corporation, continued as the surviving entity of the migratory merger. Pursuant to the migratory merger, the Company changed its state of incorporation from California to Nevada and each share of its common stock converted into one share of common stock of the surviving entity in the migratory merger. No dissenters’ rights were exercised by any of the Company’s stockholders in connection with the migratory merger.

~~Following~~AND the consummation of the migratory merger, the articles of incorporation and bylaws of the Nevada corporation that was newly-created as a wholly owned subsidiary of the Company became the articles of incorporation and bylaws for the surviving entity in the migratory merger.SUBSIDIARIES

~~F-7~~CONSOLIDATED STATEMENTS OF OPERATIONS

Basis of Presentation

	2025			2024
	For the years ended December 31,
	2025			2024

Sales	$	701,463		$	-
Cost of sales (includes inventory impairment)		509,026			153,155

Gross profit (loss)		192,437			(153,155	)

Operating expenses:
Advertising and marketing		7,374			900
General and administrative		99,664			15,560
Legal and professional		605,795			557,408
Management fees		497,345			217,810

TOTAL OPERATING EXPENSES		1,210,178			791,678

LOSS FROM OPERATIONS		(1,017,741	)		(944,833	)

Other Income (Expenses)
Derivative gain (Loss), net		98,653			381,246
Settlement of legal claims		15,000			-
Total other income, net		113,653			381,246

Interest expense		(297,489	)		(341,037	)
Total other expenses		(297,489	)		(341,037	)
Total Other Income (Expense), net		(183,836	)		40,209

NET LOSS	$	(1,201,577	)	$	(904,624	)

NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$	(0.32	)	$	(0.38	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		3,713,659			2,364,018

~~Our~~The accompanying ~~financial~~notes ~~statements~~ are ~~presented~~an inintegral ~~conformity with~~part ~~accounting principles generally accepted in the United States~~ of ~~America,~~these asconsolidated ~~reported~~financial ~~on our fiscal years ending on December 31, 2024 and 2023~~statements. ~~We have summarized our most significant accounting policies.~~

~~NOTE 2. SIGNIFICANT ACCOUNTING POLICIES~~F-5

~~Uses~~SENTIENT BRANDS ofHOLDINGS ~~estimates in the preparation of financial statements~~INC.

~~The~~AND preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates.SUBSIDIARIES

~~Cash~~CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

The Company considers all short-term highly liquid investments with an original maturity date of purchase of three months or less to be cash equivalents.


December 31, 2025	Common Stock				Preferred Stock						Common Stock			Paid in		Accumulated
	Shares		Amount		Shares			Amount			Subscription			Capital		Deficit			Total
Balance - December 31, 2024		2,364,018	$	2,364		1,000,000		$	1,000		$	68,054		$	2,326,954	$	(5,131,317	)	$	(2,732,945	)
Common stock issued in settlement of accounts payable		56,667		57		-			-			-			84,943		-			85,000
Common shares issued for cash		33,334		33		-			-			-			49,967		-			50,000
Common stock issued for converted debt and accrued interest		109,068		109		-			-			(68,054	)		67,945		-			-
Common stock issued for services		465,000		465		-			-			-			681,380		-			681,845
Conversion of debt and accrued interest into common stock		1,089,141		1,089		-			-			-			939,069		-			940,158
Common stock sold to investor				-		-			-			6,000			-		-			6,000
Common stock sold to investors not issued				-		-			-			65,000			-		-			65,000
Return expired preferred shares to treasury				-		(1,000,000	)		(1,000	)		-			1,000		-			-
Issuance of preferred stock for service				-		1,000,000			1,000			-			-		-			1,000
Net loss for the year		-		-		-			-			-			-		(1,201,577	)		(1,201,577	)

Balances December 31, 2025		4,117,228	$	4,117		1,000,000		$	1,000		$	71,000		$	4,151,258	$	(6,332,894	)	$	(2,105,519	)

Revenue Recognition

December 31, 2024	Common Stock				Preferred Stock				Common Stock		Paid in		Accumulated
	Shares		Amount		Shares		Amount		Subscription		Capital		Deficit			Total
Balance - December 31, 2023		1,871,351	$	1,871		1,000,000	$	1,000	$	-	$	1,596,699	$	(4,226,693	)	$	(2,627,123	)
Balance		1,871,351	$	1,871		1,000,000	$	1,000	$	-	$	1,596,699	$	(4,226,693	)	$	(2,627,123	)
Common stock issued for services		180,000		180		-		-		-		380,671		-			380,851
Common stock issued in settlement of accounts payable		26,667		27		-		-		-		24,573		-			24,600
Common Stock sold to investors		286,000		286		-		-		-		325,011		-			325,297
Conversion of note payable and accrued interest into common stock		-		-		-		-		68,054		-		-			68,054
Subscription payable		-		-		-		-		-		-		-			-
Net loss for the year		-		-		-		-		-		-		(904,624	)		(904,624	)

Balances December 31, 2024		2,364,018	$	2,364		1,000,000	$	1,000	$	68,054	$	2,326,954	$	(5,131,317	)	$	(2,732,945	)
Balance		2,364,018	$	2,364		1,000,000	$	1,000	$	68,054	$	2,326,954	$	(5,131,317	)	$	(2,732,945	)

~~During the years ended December 31, 2024 and 2023,~~The ~~our~~accompanying ~~revenue~~notes ~~recognition~~are ~~policy~~an ~~was~~integral inpart ~~accordance with ASC 606, “Revenue from Contracts with Customers”, which requires the recognition~~ of ~~sales~~these ~~following~~consolidated ~~five~~financial 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 obligationstatements.

~~Net loss per common share – basic and diluted~~F-6

~~Authoritative~~SENTIENT ~~guidance~~BRANDS onHOLDINGS Earnings per Share requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computationINC. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

~~Basic~~AND loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share.SUBSIDIARIES

~~Stock-based~~CONSOLIDATED ~~compensation~~STATEMENTS OF CASH FLOWS

In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services.

	2025			2024
	For the years ended
	December 31,
	2025			2024
OPERATING ACTIVITIES:
Net loss	$	(1,201,577	)	$	(904,624	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation & amortization expenses		28,276			3,878
Interest Expense		297,489			341,037
Derivative Gain (Loss)		(98,653	)		(381,246	)
Share based compensation/shares issued for services		682,845			380,851
Changes in operating assets and liabilities:
Accounts receivable		(161,480	)		-
Inventory		-			150,000
Prepaid expenses		133,657			8,453
Prepaid fulfillment costs		(9,206	)		(38,404	)
Accounts payable and accrued expenses		104,776			37,337
NET CASH USED IN OPERATING ACTIVITIES		(223,873	)		(402,718	)

INVESTMENT ACTIVITIES:
Purchase of fixed assets		(10,048	)		-
Purchase of intangible assets		(25,848	)		-
NET CASH USED IN INVESTMENT ACTIVITIES		(35,896	)		-

FINANCING ACTIVITIES:
Net proceeds from sale of common stock		50,000			325,297
Net proceeds from sale of common stock not yet issued		71,000			68,054
Proceeds from short term loans		164,348			11,500
NET CASH PROVIDED BY FINANCING ACTIVITIES		285,348			404,851
INCREASE IN CASH		25,579			2,133

CASH-BEGINNING OF YEAR		3,432			1,299
CASH-END OF YEAR	$	29,011		$	3,432
Supplemental disclosures of cash flow information
information:
Cash paid during the year for:
Interest	$	-		$	79,950
Taxes		-			-
	$	-		$	79,950
Supplemental disclosure of non-cash investing and financing activity:
Shares issued for settlement of common stock subscribed	$	85,000		$	68,054
Acquisition credits for AIG F&B		595,440			-
Acquisition credits issued for AIG and Aqua Emergency (NV)		1,905,272			-
Acquisition credits issued for extinguishment of accounts payable		140,000			-
Shares issued for converted debt and interest		940,158			-
Shares issued for services	$	370,283		$	-

Supplemental disclosure of non-cash operating and financing activity:
Shares issued for settlement of accounts payable	$	682,845		$	24,600

~~During~~The accompanying ~~the~~notes ~~years~~are ~~ended~~an ~~December~~integral ~~31,~~part ~~2024,~~of ~~and~~these ~~2023, there~~consolidated ~~were~~financial ~~no stock based awards issued or outstanding.~~statements

F-87

~~Fair~~SENTIENT BRANDS ~~value~~HOLDINGS ~~of financial instruments~~INC.

WeAND 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.SUBSIDIARIES

~~ASC 820 describes three levels of inputs that may be used to measure fair~~NOTES ~~value,~~TO asCONSOLIDATED ~~follows:~~FINANCIAL STATEMENTS

~~Level 1 input, which include quoted prices~~For inthe ~~active~~year ~~markets~~ended ~~for~~December ~~identical~~31, ~~assets~~2025 orand ~~liabilities.~~2024

~~Level 2 inputs, which include observable~~NOTE ~~inputs other than Level~~ 1. ~~inputs,~~ORGANIZATION ~~such~~AND asNATURE ~~quoted~~OF prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; andOPERATIONS

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

~~Income~~SENTIENT BRANDS ~~Taxes~~HOLDINGS INC. (SNBH) is a next-generation brand platform focused on the acquisition, development, and commercialization of premium and functional consumer packaged goods (CPG), with an emphasis on wellness, sustainability, and emergency preparedness.

~~The Company’s income tax benefit differs from~~Nature ~~the expected income tax benefit by applying the U.S. Federal statutory rate~~ of ~~21%~~Operations toand ~~net~~Principal ~~income (loss) as follows:~~Products/Channels

The Company’s ~~tax~~core ~~effects~~operations ofare ~~temporary~~conducted ~~differences~~through ~~that~~its ~~give rise~~consolidated tosubsidiaries, ~~the~~which ~~Company’s~~manage ~~net~~manufacturing ~~deferred~~and ~~tax~~distribution ~~liability~~across omnichannel asplatforms ofincluding ~~December~~e-commerce, 31retail/wholesale, ~~2024~~government procurement contracts, and ~~2023~~international ~~are~~export. asKey ~~follows~~consolidated subsidiaries and their products include:

Summary of deferred tax assets and liabilities
	Year Ended December 31
	2024			2023
Deferred Tax Assets
Net Operating Losses	$	980,663		$	605,817
Less: Valuation Allowance		(980,663	)		(605,817	)
Deferred Tax Assets - Net	$	—		$	—

●

AIG-F&B, Inc. (AIGFB): Serves as the manufacturing and distribution platform for food, beverage, and wellness CPG products, such as the heritage natural soda Original New York Seltzer and the vodka brand Arctic Frost.

~~Deferred~~● ~~taxes~~Aqua ~~are~~Emergency, ~~provided~~Inc. on(AE aNV): ~~liability~~A ~~method whereby~~specialized ~~deferred~~manufacturer ~~tax assets are recognized for deductible temporary differences~~ and ~~operating~~distributor ~~loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts~~ of ~~assets~~emergency ~~and~~water ~~liabilities~~ and ~~their~~meals-ready-to-eat ~~tax bases. Deferred tax assets are reduced by a valuation allowance when~~(MREs), inholding the ~~opinion~~exclusive oflicense ~~management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted~~ for ~~the~~American ~~effects~~Red ofCross® ~~changes~~Licensed ~~in tax laws and rates on the date of enactment~~Products. ~~The U.S. federal income tax rate is 21%.~~

~~Segment~~● ~~Reporting~~The product portfolio also includes the European wine, food, and beverage brand Burlone.

~~The~~2025 Company applies ASC 280, Segment Reporting, in determining reportable segments for its financial statement disclosure. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer (“CEO”). The Company has determined that it operates as a single operating segment and has one reportable segment.Acquisitions

~~Impairment~~The strategic acquisitions of ~~Long-Lived~~AIGFB ~~Assets~~(May 2025) and AE NV (July 2025) fundamentally changed the operating business by moving the focus from incorporation history to active commerce. These transactions provided the necessary manufacturing infrastructure, distribution relationships, and brand rights, enabling the Company to generate its first consolidated operating revenues and resulting in a net profit contribution that decreased the overall net loss for 2025.

~~Long-lived assets and certain identifiable intangible~~Company 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.History

FOn May 12, 2025, the Company, through its wholly-9owned subsidiary AIGFB, Inc., acquired Assets totaling $595,440 from American Industrial Group, Inc. (“AIG”). In consideration for the assets received, SNBH issued $595,440 of Acquisition Credits Payable as defined in the Share Exchange Agreement between the Company and AIG. The Company acquired machinery and equipment of $77,044, inventory for sale of $283,452 and accounts receivable and other assets of $234,944.

~~Recently~~On July ~~Issued~~5, 2025, the Company acquired a 51% interest in AE NV in exchange for $1,905,272 of Acquisition Credits Payable as defined in the Share Exchange Agreement between the Company and ~~Adopted~~AE ~~Accounting~~NV. ~~Standards~~Assets acquired include accounts receivable of $200,659, a perpetual license for intellectual property of $1,150,000, prepaid assets of $22,140 and goodwill of $532,473. On December 31, 2025, the Company acquired the remaining 49% in exchange for increasing an earn-out participation in the related Acquisition Credits Payable from 51% to 100%, and is currently a wholly-owned subsidiary. There was no additional consideration.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.F-8

~~NOTE~~On 3September 30, 2025, the Company entered into a share exchange agreement to acquire a majority interest in Wyoming Bears, Inc. ~~GOING~~(WYB). ~~CONCERN~~WYB is a California-based specialized distributor of consumer packaged goods (CPG) and supplies c-stores, big box retailers both domestically and internationally. It distributes such brands as Original New York Seltzer, Burlone, Bear Springs, and Arctic Frost. The Company and WYB executed an extension of the share exchange agreement to January 1, 2026. As a result of the effective date extension, the Company did not obtain control of WYB’s business. Therefore, the Company did not include the financial results in the accompanying consolidated financial statements.

~~The accompanying financial statements have been prepared~~ ~~assuming~~Effective ~~that~~January ~~the Company will continue as a going concern. The Company has incurred losses since inception and has an accumulated deficit of $4~~1,~~669,826~~ ~~and $3~~2026,~~533,380~~ asthe ~~of December 31, 2024 and 2023 respectively. The~~ Company ~~has~~executed a reverse ~~working~~recapitalization ~~capital deficit~~ of ~~$2,206,318 and~~ $1~~,957,552~~ atfor ~~December~~30 ~~31, 2024 and 2023, respectively. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source~~ of revenues sufficient to cover operating costs over an extended period of time. These factors among others, raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that may result from the ~~outcome~~existing ofcommon ~~these~~stock uncertainties. The Company will require additional financing moving forward and is pursuing various strategies to accomplish this, including seeking equity funding and/or debt funding from private placement sources. Although management believes that it will be able to obtain (the ~~necessary~~“Reverse ~~funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful~~Recapitalization”).

~~Management~~All ~~anticipates~~share ~~that~~and ~~the~~per ~~Company~~share ~~will~~information behave ~~dependent, for~~been ~~the~~adjusted ~~near future, on additional investment capital~~ to ~~fund~~reflect ~~operating~~this Reverse ~~expenses.~~Recapitalization ~~There~~for ~~are no assurances that~~ the ~~Company~~two ~~will~~years beended ~~successful in~~December ~~this~~31, ~~or any of its endeavors or become financially viable and continue as a going concern~~2025.

~~NOTE~~Basis of ~~4. INVENTORIES~~Presentation

~~Inventories~~Our ~~are~~consolidated ~~stated~~financial atstatements ~~the~~are ~~lower~~presented ofin ~~cost~~conformity ~~and~~with ~~net~~accounting ~~realizable~~principles ~~value.~~generally ~~Cost~~accepted ~~is determined using the moving average method and net realizable value is the estimated selling price less costs of disposal~~ in the ~~ordinary~~United ~~course~~States of ~~business~~America (“U.S. ~~The~~GAAP”) ~~cost of inventories includes direct costs plus shipping~~ and ~~packaging~~the ~~materials.~~SEC’s ~~At December~~requirement ~~31, 2023 based on a sale quote received in April 2024~~ for ~~its~~Smaller ~~remaining inventory, the Company recorded a charge of $63,477 to~~Reporting ~~write~~Companies ~~down the inventory to its net realizable value of $150,000~~(SRC). The Company ~~did~~has ~~not~~applied ~~consummate a sale of~~ the ~~inventory.~~scaled Asdisclosures aprovisions ~~result, on~~available ~~September~~to ~~30,~~SRC’s ~~2024,~~for the ~~Company~~two ~~recorded~~years anended ~~additional~~December ~~charge of $150~~31,~~000~~ 2025 ~~reducing~~and ~~the~~2024. ~~value~~We ofhave ~~the~~summarized ~~inventory~~our onmost ~~hand~~significant toaccounting $0policies.

AsNOTE ~~of December 31, 2024 and December 31, 2023, the Company product inventories are contained in a storage and fulfilment center located at City Logistics in Fairfield, NJ~~2. RESTATEMENTS

~~NOTE~~The 5Results of Operations and the respective consolidated Financial Statements for 2024 and the first two quarters of 2025 have been restated. ~~CONVERTIBLE~~The ~~NOTES~~restatement ~~PAYABLE~~of previously issued financial statements resulted from errors and omissions related to record keeping, accounting, management operations, debt and equity arrangements which indicated a failure in the design or operation of certain controls. Specifically:

~~Since~~There ~~the~~was ~~change~~an ofimpairment ~~control~~adjustment ~~of the Company~~ in ~~May 2018,~~ the ~~Company received advances from Pure Energy 714 LLC, an unaffiliated entity, totaling $240,803. On March 15, 2019, specific terms~~Cost ~~were reached on $70,757~~ of ~~the~~Sales ~~advances pursuant to an unsecured convertible promissory note entered into between the Company and Pure Energy 714 LLC, the terms call for repayment~~ of the advances including interest on any unconverted principal amount at a rate of 4% per annum and a repayment date on or before August 15, 2022. Additional terms include a voluntary conversion option, pursuant to which Pure Energy 714 LLC may convert any outstanding balance at $~~0.05 per share into shares of common stock. On January 3~~150, ~~2020, specific terms~~000 ~~were~~for ~~reached on~~ the ~~remaining~~year ~~$170,046 of the advances pursuant to an unsecured demand note. See Note 6. Accrued interest on this note totaled $20,875 including default interest of $7,353 at~~ December 31, 2024 ~~and~~for ~~$16,630~~unsaleable ~~including~~inventory ~~default~~recorded ~~interest~~previously ofas ~~$3,108~~a atGeneral ~~December 31, 2023. On February 26, 2025, the lender converted 100% of the debt~~ and ~~all~~Administrative ~~of the accrued interest into 4,181,284 shares of the Company’s common stock~~Expense.

~~F-10~~There was a change in calculation of interest expense related to the existing Note Payable to compound interest as specified in the note documents versus simple interest recorded by the Company. This change in calculation resulted in $138,204 and $86,239 of additional interest expense for the years December 31, 2025 and 2024, respectively. There was also a $41,836 in additional interest adjusted to Accumulated Deficit as of December 31, 2023.

OnIt ~~December~~was 2,discovered ~~2020,~~that ~~we issued a promissory note to an accredited investor in consideration for $50,000 with interest at~~ the ~~rate~~derivative value of ~~10% per annum from~~ the ~~issue date, and also issued to~~ ~~the~~embedded ~~accredited~~conversion ~~investor~~of aone ~~common~~feature ~~stock purchase warrant (the “Warrant”) to acquire 400,000 shares~~ of ~~common stock. The Warrant is exercisable for~~ a ~~period~~convertible ~~of five years at an exercise price of $0.01. This~~ note ~~will~~payable ~~mature~~and onthree ~~the~~warrant ~~earlier~~grants ofwere ~~(i)~~not ~~closing~~recognized ofin the ~~next equity~~years ~~financing~~ of ~~at least $1,000,000 or (ii) September 2,~~ 2021 ~~(maturity~~through ~~date)~~2025. ~~The~~This ~~holder, at its sole election, may convert the interest~~resulted ~~accrued~~in onan ~~this~~adjustment ~~note~~to ~~into shares of stock of~~ the ~~company~~Accumulated atDeficit ~~$0.20 per share. On November 29, 2021, the Company repaid principal totaling $27,500, reducing the Note balance to $22,500. Accrued interest for this note~~ as of December 31, ~~2024 and~~ 2023 ~~were~~of $7524,~~562~~395 ~~and~~with ~~$5,312 respectively. During December 2023,~~ the ~~investor~~offsetting ~~exercised~~increase ~~all~~ of ~~the~~current liabilities. ~~warrants~~There ~~for~~was ~~$4,000.~~also ~~During~~a ~~the~~derivative ~~first~~gain ~~quarter~~ of ~~2025~~$381,246 ~~the~~recorded ~~lender converted~~in ~~100% of~~ the ~~debt~~year ~~and~~ended ~~all~~December ~~of the accrued interest into 1~~31,~~032,465~~ ~~shares of the Company’s common stock~~2024.

OnThe ~~December~~Company 3,adjusted ~~2020,~~the weaccrued ~~issued~~expenses awith ~~convertible debenture~~an tooffsetting anentry ~~accredited~~to ~~investor~~Accumulated inDeficit ~~consideration~~as ~~for~~of ~~$50~~December 31,~~000~~ ~~with~~2023 ~~interest~~of at$129,500 ~~the~~for ~~rate~~CEO ofcompensation ~~10%~~not ~~per~~recorded ~~annum~~in ~~from~~2021-2023 ~~the~~in ~~issue~~accordance ~~date,~~with ~~and~~an ~~also~~employment ~~issued~~agreement dated toabout ~~the~~December ~~accredited~~26, ~~investor~~2019 aand ~~common~~$54,500 ~~stock~~in ~~purchase warrant (~~the ~~“Warrant”)~~year toended ~~acquire~~December ~~400~~31,~~000~~ ~~shares of common stock~~2024. The ~~Warrant~~ istotal ~~exercisable for a period~~ of ~~five years at an exercise price of~~ $~~0.01.~~184,000 ~~This~~had ~~debenture~~not isbeen ~~convertible~~accrued atduring the ~~election of the~~contract ~~holder~~period ~~into~~as ~~shares~~management offees. ~~common~~The ~~stock~~total atamount ~~the~~was ~~price~~satisfied ~~per~~in ~~share~~full ~~equal~~through tothe ~~120%~~issuance of ~~the~~122,667 ~~market~~shares ~~price~~ of ~~the Company’s listed~~ common stock on ~~the~~February ~~date of such conversion. Accrued interest for this note as of September 30~~22, ~~2024 and December 31, 2023 were $18,054 and $15,554,~~ ~~respectively~~2026. ~~During December 2023, the investor exercised all of the warrants for $4,000.~~

~~On June 25, 2024, the investor submitted paperwork~~NOTE ~~that was approved by the Company to convert the entire Note and all of the related accrued interest into~~ 3~~,272,031 shares of the Company’s Common Stock~~. SUMMARY ~~While~~SIGNIFICANT ~~the~~ACCOUNTING transaction is approved, the Common Stock has not yet been issued. The Company has recorded the transaction as “Common Stock to be issued” in the Equity Section of the accompanying Balance Sheet. The common shares were issued subsequent to the year end on February 20,2025. See Note 9.POLICIES

~~On April 27, 2021 (the “Issuance Date”),~~Uses ~~the Company entered into a Securities Purchase Agreement with an accredited investor (the “April 2021 Investor”) providing for the sale by the Company to the April 2021 Investor~~ of ~~a 10%~~estimates ~~Senior Secured Convertible Promissory Note~~ in the ~~principal~~preparation ~~amount~~ of ~~$315,789 (the~~financial “April 2021 Note”, and the “Financing”). The principal amount of the April 2021 Note includes an Original Issue Discount of $15,789, resulting in $300,000 in total proceeds received by the Company in the Financing. The April 2021 Note is convertible at the option of the April 2021 Investor into shares of common stock of the Company at $0.40 per share. In addition to the April 2021 Note, the April 2021 Investor also received 250,000 shares of common stock of the Company (the “Commitment Shares”), and a common share purchase warrant (the “April 2021 Warrant”, and together with the April 2021 Note and the Commitment Shares, the “Securities”) to acquire 500,000 shares of common stock of the Company. The April 2021 Warrant is exercisable for five years at an exercise price of $0.60. The lender agreed to not exercise any of the warrant and conversion feature from their inception through March 31, 2024. The lender has retained its right to exercise the warrants and conversion feature from April 1, 2024 through their expiration. During the year the company paid monthly interest totaling $21,052. Principal balance as of December 31, 2022 and 2021 remains at $315,789. The Original Issue discount was being amortized over the term of the loan of 18 months and was fully during the year ended December 31, 2022. On August 19, 2022, the Company and the April 2021 Investor entered into an extension agreement pursuant to which the parties agreed to extend the maturity date of the April 2021 Note until January 2, 2023. Accrued interest for this note as of December 31, 2024 and 2023 were $141,779 including default interest of $94,789 and $102,305 including default interest of $25,125, respectively.statements

~~On November 18, 2021 (the “Issuance Date”),~~The ~~the~~preparation ~~Company entered into a Securities Purchase Agreement with an accredited investor (the “November 2021 Investor”) providing for the sale by the Company to the November 2021 Investor~~ of ~~a 10%~~consolidated ~~Senior~~financial ~~Secured~~statements ~~Convertible Promissory Note~~ in ~~the~~conformity ~~principal~~with ~~amount of $400,000 (the “November 2021 Note”, and, the “Financing”), to be paid by the November 2021 Investor to the Company in two tranches (each, a “Tranche”)~~U. ~~The first Tranche consists of a payment by the November 2021 Investor to the Company on the Issue Date of $200,000, from which the November 2021 Investor retained $5,000 to cover its legal fees~~S. AGAAP ~~second Tranche~~requires ~~consisting~~management ~~of $200,000 was paid in December 2021, resulting in $395,000 in total proceeds~~ to bemake ~~received~~estimates ~~by the Company in~~and ~~the~~assumptions ~~Financing.~~that Inaffect ~~addition to~~ the ~~November~~reported ~~2021~~amounts ~~Note,~~of ~~the~~assets ~~November~~and ~~2021~~liabilities ~~Investor also received a common share purchase warrant (the “November 2021 Warrant”,~~ and ~~together~~disclosure ~~with the November 2021 Note, the “Securities”) to acquire 666,667 shares~~ of ~~common stock~~contingent ofassets ~~the~~and ~~Company.~~liabilities ~~The November 2021 Warrant is exercisable for five years~~ at ~~an exercise price of $0.45. The lender agreed to not exercise any of~~ the ~~warrant and conversion feature from their inception through March 31, 2024. The lender has retained its right~~ ~~to exercise the warrants and conversion feature from April 1, 2024 through their expiration. The closing of the Financing in the amount of $400,000 occurred on December 16, 2021. The maturity~~ date ~~(“Maturity Date”) for each Tranche is at the end~~ of the ~~period~~ ~~that~~consolidated ~~begins~~financial ~~from~~statements ~~the date each Tranche is paid~~ and ~~ends 12 months thereafter, and interest associated with~~ the ~~November~~reported ~~2021~~amounts ~~Note is 10% per annum. Accrued interest for this note as~~ of ~~December~~net ~~31,~~revenue ~~2024~~ and ~~2023~~expenses ~~were~~during ~~$214,954~~each ~~including~~reporting ~~default interest of $120,066~~period. ~~and~~Actual ~~$126,954~~results ~~including~~could ~~default~~differ ~~interest~~from ofthose ~~$31,825, respectively~~estimates.

~~F-11~~Net loss per common share – basic and diluted

~~NOTE~~Authoritative guidance 6.on ~~NOTES~~Earnings ~~PAYABLE~~per Share requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.

~~On January 3, 2020, specific terms were reached between~~Basic ~~the~~loss ~~Company~~per ~~and~~share ~~Pure~~is ~~Energy~~computed ~~714~~by ~~LLC~~dividing onnet ~~the~~loss ~~remaining~~applicable ~~$170,046~~to ofcommon ~~prior~~shareholders ~~advances~~by ~~made to~~ the ~~Company~~weighted ~~(See~~average ~~Note~~number 5)of ~~pursuant~~common toshares ~~an unsecured~~outstanding ~~demand~~during ~~note entered into between~~ the ~~Company and Pure Energy 714 LLC~~period. ~~The~~Diluted ~~terms~~loss ~~call~~per ~~for~~share ~~repayment~~reflects of the ~~advances~~potential ~~including~~dilution ~~interest on~~that ~~any~~could ~~unconverted~~occur ~~principal~~if ~~amount~~dilutive atsecurities aand ~~rate~~other ofcontracts to ~~12%~~issue ~~per~~common ~~annum~~stock ~~and~~were aexercised ~~repayment date on~~ or ~~before~~converted ~~June~~into 3,common ~~2021,~~stock ator ~~the~~resulted ~~rate~~in ~~of 12% per annum. If~~ the ~~demand~~issuance ~~note is unpaid by June 3, 2021, default interest~~ of 3%common ~~monthly~~stock ~~will~~that ~~apply.~~then Onshared ~~January~~in ~~17, 2020,~~ the ~~Company repaid~~ ~~$20,000~~earnings of the ~~principal~~Company, ~~outstanding~~unless ~~reducing~~ the ~~note~~effect ~~balance~~is to ~~$150,046.~~reduce Ana ~~additional~~loss ~~$10,000~~or ~~was~~increase ~~received~~earnings onper ~~March 16, 2021, but subsequently returned in April 20, 2021~~share. Accrued interest on this note totaled $90,521 and $72,515 at December 31, 2024 and 2023, respectively. On February 26, 2025, the lender converted 100% of the debt and all of the accrued interest into 11,325,837 shares of the Company’s common stock.

~~During 2022 and 2023, the Company received proceeds~~Stock-based from various loans from Adriatic Advisors LLC. At December 31, 2023 and 2022, the Company had $383,146 and $332,825 due to Adriatic Advisors LLC, respectively. The notes mature on the earlier of (i) the closing of the Company’s next equity financing, or (ii) six months after the date of issue. At the note holder’s sole election on the maturity date, the note holder may convert the interest accrued on the note into shares of common stock of the Company at $0.05 per share. Accrued interest on these notes totaled $129,427 and $110,440 at December 31, 2024 and December 31, 2023, respectively. On March 11, 2025, the lender converted 100% of the debt and all of the accrued interest into 10,467,460 shares of the Company’s common stock.compensation

~~During May 2024, the Company received proceeds of~~In ~~$11,500~~accordance ~~from~~with anASC ~~investor~~No. ~~The~~718, ~~note~~“Compensation ~~matures~~– onStock ~~the~~Compensation”, ~~earlier of (i)~~ the ~~closing of the~~ Company’s ~~next~~measures ~~equity financing, or (ii) six months after~~ the ~~date~~compensation costs of ~~issue.~~share-based Atcompensation ~~the~~arrangements ~~note~~based ~~holder’s sole election~~ on the ~~maturity~~ grant-date, ~~the~~fair ~~note~~value ~~holder~~and ~~may~~recognizes ~~convert~~ the ~~interest accrued~~costs onin the ~~note~~financial ~~into~~statements ~~shares of common stock of the Company at $0.05 per share. Accrued interest on this note totaled $1,357 at~~over ~~December 31, 2024. During~~ the ~~first~~period ~~quarter~~during ofwhich ~~2025,~~employees ~~the~~are ~~lender~~required ~~converted~~to ~~100%~~provide ~~of the debt and all of the accrued interest into 247,250 shares of the Company’s common stock~~services.

~~NOTE~~During 7.the ~~STOCKHOLDERS’~~second quarter of 2025 the Company issued stock bonuses to the former executives and consultants George Furlan, Stephen Spanos, Evan Costaldo and Jelena Vadanjel-Doukas and John Doukas (~~DEFICIT~~Adriatic Advisors, LLC, Grace Court Advisors, LLC, Principal Holding Company and Gateway Capital, LLC). These issuances were not approved or authorized by the new independent Board Of Directors and the Company believes were in breach of the terms of the Share Exchange Agreement with AIGFB. The Company is currently evaluating compliance and legitimacy of these issuances for the possible restitution back to the Company.

~~Preferred~~The Company issues common stock and other equity instruments for three primary purposes: (1) grants under its formal employee benefit plans, (2) shares issued directly for services rendered, and (3) shares issued to settle pre-existing liabilities.

~~The~~● ~~Company~~Plan-Based isAwards: ~~authorized~~Grants tomade ~~issue~~under 25the Sentient Brands Holdings,~~000,000~~ ~~shares of~~Inc. ~~Preferred~~Employee ~~Stock~~Benefit Plan (or any predecessor plan) are accounted for under ASC 718, ~~par~~“Share-Based Payment”, measured at fair value $on the grant date and recognized as compensation expense over the requisite service period.~~001~~ ~~per~~● ~~share~~Shares for Services: Shares issued directly to employees and directors for services are also accounted for under ASC 718. AsShares ofissued ~~December~~to 31non-employees and consultants for services are accounted for under ASC 505-50, ~~2024~~“Equity—Equity-Based ~~and~~Payments ~~2023~~to Non-Employees”, 1with the fair value measured at the earlier of the commitment date or the date performance is completed. ● Debt/Payable Settlement: Shares issued in exchange for the extinguishment of debt,~~000~~ accrued interest,~~000~~ or accounts payable are measured at the fair value of the shares issued, or the fair value of ~~Series~~the Bliability ~~Preferred~~settled, ~~Stock~~whichever ~~were~~is ~~issued and~~more ~~outstanding~~clearly determinable, with any difference recognized as a gain or loss on extinguishment of the liability, if any.

~~For five years from the date of issuance, the Series B Preferred Stock shall have the number of votes equal to fifty~~F-one percent (51%) of the cumulative total vote of all classes of stock of the Corporation, common or preferred, whether such other class of stock is voting as a single class or the other classes of stock are voting together as a single group, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, or any other class of preferred stock, and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock and any class of preferred stock entitled to vote, with respect to any question upon which holders of Common Stock or any class of preferred stock have the right to vote. After five years, the Series B Preferred Stock shall automatically, and without further action by the Corporation, be cancelled and void, and may not be reissued.9

~~Common~~Fair value ~~stock~~of financial instruments

OnThe ~~January 29, 2021, the~~ Company, ~~merged~~values ~~with and into~~ its ~~wholly~~financial ~~owned~~assets ~~subsidiary, Sentient Brands Holdings Inc., a Nevada corporation, pursuant to an Agreement~~ and ~~Plan of Merger between~~liabilities ~~Sentient~~on ~~Brands Holdings Inc.,~~ a ~~California~~recurring ~~corporation,~~basis ~~and~~using ~~Sentient Brands Holdings Inc., a Nevada corporation. Sentient Brands Holdings Inc., a Nevada corporation, continued as~~ the ~~surviving~~fair ~~entity~~value ofhierarchy ~~the~~established ~~migratory~~in ~~merger.~~ASC ~~Pursuant to the migratory merger~~820, ~~the~~“Fair ~~Company~~Value ~~changed its~~Measurements ~~state of incorporation from California to Nevada~~ and ~~each share of its common stock converted into one share of common stock of the surviving entity in the migratory merger~~Disclosures”. ~~No dissenters’ rights were exercised by any of the Company’s stockholders in connection with the migratory merger.~~

~~F-12~~ASC 820 describes three levels of inputs that may be used to measure fair value, as follows:

OnLevel 1 ~~January 23~~input, ~~2024,~~which ~~the~~include ~~Company~~quoted ~~sold~~prices ~~480,000~~in ~~shares of~~active ~~its~~markets ~~common stock to an investor~~ for ~~$24,000.~~identical ~~The~~assets ~~shares~~or ~~were issued on April 2, 2024~~liabilities.

OnLevel 2 ~~February 15~~inputs, ~~2024,~~which ~~the~~include ~~Company~~observable ~~issued~~inputs ~~500~~other than Level 1 inputs,~~000~~ ~~shares~~such as quoted prices for similar assets or liabilities; quoted ofprices ~~its~~for ~~common~~identical ~~stock~~or tosimilar anassets ~~investor~~or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for ~~$25,000.~~substantially ~~The~~the ~~shares~~full ~~were~~term ~~issued~~of onthe ~~April~~asset 2,or ~~2024.~~liability; and

OnLevel ~~February~~3 22inputs, ~~2024,~~which ~~the~~include ~~Company~~unobservable ~~issued~~inputs ~~1,000,000~~that are supported by ~~shares~~no ofmarket ~~its~~activity ~~common~~that ~~stock~~are significant to anthe ~~investor~~fair ~~for~~value ~~$50,000~~of the underlying asset or liability and that market participants would use. Level ~~The~~3 ~~shares~~assets ~~were~~and ~~issued~~liabilities oninclude ~~April~~those 2whose fair value measurements are determined using pricing models, ~~2024~~discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.

OnThe ~~February~~Company’s only 22financial liability measured at fair value on a recurring basis as of December 31, ~~2024~~2025, is the ~~Company~~Acquisition ~~issued~~Credits ~~600,000 shares~~Payable (Contingent Consideration) associated with the acquisitions of ~~its~~AIGFB ~~common~~and ~~stock~~AE toNV anThis ~~investor~~liability ~~for~~is ~~$30,000.~~classified ~~The~~as ~~shares~~Level ~~were~~3 ~~issued~~within the fair value hierarchy because its valuation relies significantly on ~~April~~unobservable 2,inputs ~~2024~~and management judgment regarding future performance.

OnThere ~~February~~were ~~22,~~no ~~2024,~~other ~~the~~assets ~~Company~~and ~~issued~~liabilities ~~1,000,000~~measured using ~~shares~~fair ofvalue ~~its~~measurements ~~common~~for ~~stock~~the toyears anended ~~investor~~December ~~for $50~~31,~~000.~~ ~~The~~2025 ~~shares~~and ~~were issued on April 2,~~ 2024.

~~On March 14, 2024, the Company issued a total of 2,000,000~~Valuation ~~shares~~Technique ofand ~~its~~Significant ~~common~~Assumptions ~~stock~~(Level ~~to a consultant for services rendered.~~3)

OnThe fair ~~March~~value ~~28,~~of ~~2024,~~ the ~~Company~~Acquisition ~~entered~~Credits ~~into~~Payable is adetermined ~~Settlement and~~using ~~Release Agreement with~~ a probability-weighted ~~vendor~~discounted ~~pursuant~~cash toflow ~~which the vendor agreed to forgive $14,998~~ (~~the “Debt Amount”~~DCF) ~~owed~~model. byThis ~~the Company~~technique toprojects the ~~vendor~~maximum ~~for~~potential ~~services~~earnout ~~rendered~~payments toand ~~the~~discounts them ~~Company~~back ~~in consideration of an issuance~~ to the ~~vendor~~measurement ofdate ~~600,000~~based ~~shares~~on ofmanagement’s ~~common~~estimate ~~stock~~ of the ~~Company~~probability ~~registered~~of onachieving the ~~Form~~performance ~~S-8~~milestones defined ~~pursuant~~in to the ~~Plan.~~acquisition ~~The shares were issued on April 9, 2024~~agreements.

~~During April 2024, the Company issued 1,000,000 shares~~Significant ofunobservable ~~its~~inputs ~~common~~used ~~stock~~in to the ~~CEO,~~valuation ~~Dante~~model ~~Jones in lieu of cash payment for services.~~include:

On● ~~April~~Probability 10of Achievement: Management’s estimate (e.g., ~~2024~~ranging from 50% to 90%) that the revenue and EBITDA milestones will be met over the multi-year earnout period. ● Discount Rate: A market-based discount rate is applied to the probability-weighted cash flows to reflect the time value of money and the Company’s ~~issued~~non-performance 1risk (e.g.,~~050,000~~ ~~shares of~~18% ~~its~~to ~~common~~22%). ~~stock~~● inProjected ~~lieu~~Financial Results: Management’s forecast of ~~cash~~the ~~payment~~subsidiaries’ ~~for~~future ~~consulting~~revenue ~~services~~and EBITDA, which directly determines the magnitude of the contingent payment.

OnThe following ~~September~~table ~~20,~~presents ~~2024,~~a ~~the~~reconciliation ~~Company~~of ~~issued~~the ~~500,000 shares~~beginning ofand ~~its~~ending ~~common~~balances ~~stock~~of tothe aAcquisition ~~vendor~~Credits inPayable ~~settlement~~(Level of3 liability) afor ~~trade~~the ~~payable~~year ofended ~~$12~~December 31,~~000.~~ 2025:

~~On December 17, 2024, the Company issued a total of~~SCHEDULE ~~250,000~~OF ~~shares~~RECONCILIATION ofOF ~~its~~BEGINNING ~~common~~AND ~~stock~~ENDING toBALANCES aOF ~~consultant~~ACQUISITION ~~for services rendered.~~CREDITS

On December 17, 2024, the Company issued 1,333,333 shares of its common stock to an investor for $40,000.

Acquisition Credits Payable	Amount
Balance at January 1, 2025	$	(0	)
Initial Measurement upon Acquisition	$	(2,500,712	)
Issued in exchange for accounts payable	$	(140,000	)
Settlements or Payments	$	(0	)
Balance at December 31, 2025	$	(2,640,712	)

OnChanges ~~December~~in ~~17,~~the ~~2024,~~fair value of the Acquisition ~~Company~~Credits ~~issued~~Payable ~~833,333~~are ~~shares of~~recorded ~~its~~in ~~common~~Other ~~stock~~Income to(Expense) anin ~~investor~~the ~~for~~accompanying ~~$35~~consolidated statement of operations. For the year ended December 31,~~000~~ ~~received~~2025, ~~during~~the ~~May~~Company ~~2024~~recognized no change in fair value of the Acquisition Credits Payable.

~~On December 17, 2024, the Company issued 1,000,000 shares of its common stock to an investor for $30,000.~~F-10

~~On December 17, 2024, the Company issued 333,333 shares~~Income ~~of its common stock to an investor for $10,000.~~Taxes

OnIncome ~~December~~taxes ~~17,~~are ~~2024~~accounted for under ASC 740, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company ~~issued~~evaluates the ~~333,333~~realizability ~~shares~~of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all of ~~its~~the ~~common~~deferred ~~stock~~tax toassets anwill ~~investor~~not ~~for~~be ~~$10,000~~realized. The Company also recognizes the financial statement effects of uncertain tax positions when it is more likely than not that the position will be sustained upon examination.

~~On December 17, 2024, the Company issued a total of~~Deferred ~~1,000,000~~Tax ~~shares~~Assets ofand ~~its common stock to a consultant for services rendered.~~Liabilities

OnThe significant ~~December~~components ~~17,~~of ~~2024,~~our ~~the~~deferred ~~Company~~tax ~~issued~~assets ~~666,667~~and ~~shares of~~liabilities ~~its~~for ~~common~~the ~~stock~~years toended anDecember ~~investor~~31, ~~for~~2025 ~~$20~~and 2024,~~000~~ ~~received~~are ~~during~~as ~~May 2024.~~follows:

OnSCHEDULE ~~December~~OF ~~17,~~DEFERRED ~~2024,~~TAX ~~the~~ASSETS ~~Company~~AND ~~issued 300,000 shares of its common stock to a vendor in settlement of a trade payable of $9,000.~~LIABILITIES

~~There~~Due ~~were~~to nothe ~~other~~Company’s ~~issuances~~history of ~~common~~recurring ~~stock~~net ~~during~~losses and accumulated deficit, as noted in the Going Concern section, management concluded that it is more likely than not that the ~~year~~deferred ~~ended~~tax assets will not be realized. Accordingly, the Company recorded a full valuation allowance against its net deferred tax assets at December 31, 2025, and December 31, 2024.

~~On January 5, 2023, the Company issued 771,242 restricted~~Rate ~~shares of its common stock George Furlan, the Company’s Chief Operating Officer, in full and final settlement of an amount due of $59,000 under Mr. Furlan’s previous employment agreement.~~Reconciliation

OnThe reconciliation ~~January~~of 5,income ~~2023,~~tax expense (benefit) computed at the ~~Company~~statutory ~~issued~~federal ~~888,889~~income ~~restricted shares~~tax rate of ~~its~~21% ~~common~~to ~~stock~~the ineffective ~~full~~tax ~~settlement~~rate offor the anyears ~~amount~~ended ~~due~~December ~~of $68~~31,~~000~~ to2025 anand ~~independent~~2024, ~~contractor.~~is as follows:

On August 9, 2023, the Company agreed to issue 160,000 restricted shares of its common stock to a qualified investor for proceeds of $8,000. The underlying shares were not issued prior to the end of the quarter but are listed as outstanding by the Company as of September 30, 2023.

	2025			2024
Statutory federal rate		21.0	%		21.0	%
Permanent differences (non-deductible items)	$	0		$	0
State income taxes, net of federal benefit	$	0		$	0
Change in valuation allowance	$	(21.0	)%	$	(21.0	)%
Effective Income Tax Rate		0	%		0	%

~~On September 28, 2023, the Company agreed to issue~~Uncertain ~~600,000~~Tax ~~restricted~~Positions ~~shares~~(ASU ~~of its common stock to a qualified investor for proceeds of $30,000. The underlying shares were not issued prior to the end year but are listed as outstanding by the Company as of December 31,~~ 2023.-09 Evaluation)

FThe Company has evaluated all tax positions as required by ASC 740-1310, “Accounting for Uncertainty in Income Taxes”. As of December 31, 2025 and 2024, the Company has concluded that there are no material uncertain tax positions that would require recognition or disclosure.

OnThe Company ~~December~~is 3,subject ~~2023,~~to aincome ~~noteholder~~tax ~~exercised~~examinations ~~400,000 warrants~~for toU.S. ~~purchase~~federal ~~common~~and ~~stock~~state atjurisdictions ~~$0.01~~for ~~per~~the ~~share~~tax ~~for~~years agenerally ~~total~~open under the statute of $4limitations. This period is typically three years,~~000~~ or longer if a NOL carryforward was utilized. The Company’s tax years 2023 and forward remain open to examination by major taxing jurisdictions.

OnThe tax ~~December~~effects ~~27,~~of ~~2023,~~temporary adifferences ~~noteholder~~that ~~exercised~~give ~~400,000 warrants~~rise to ~~purchase~~the ~~common~~Company’s ~~stock~~net atdeferred ~~$0.01~~tax ~~per~~asset ~~share~~as ~~for~~of aDecember ~~total~~31, of2025 ~~$4,000.~~and 2024 are as follows:

~~There were no other issuances of common stock during~~SCHEDULE ~~the~~OF ~~year~~TEMPORARY ~~ended~~DEFERRED ~~December~~TAX ~~31, 2023.~~ASSET

NOTE 8. COMMITMENTS AND CONTINGENCIES

	December 31,			December 31,
	2025			2024
Net Operating Losses	$	743,769		$	553,798

Less: Valuation Allowance	$	(743,769	)	$	(553,798	)

OnThe ~~December 26, 2019, the~~ Company’s ~~entered~~Net ~~into~~Operating ~~an Employment~~Loss ~~Agreement~~ (~~the “Furlan Agreement”~~NOL) ~~with~~carryforwards ~~George Furlan pursuant to which Mr. Furlan was appointed~~ as ~~the~~of ~~Company’s Chief~~December ~~Executive~~31, ~~Officer. The Furlan Agreement provides for a base salary of $60~~2025,~~000~~ ~~per year with such base salary being increased to~~and ~~$120,000~~2024 ~~per~~were ~~year beginning on the one (1) year anniversary of the completion of a financing by the Company of no less than~~ $3,~~000~~541,~~000. The~~757 Furlan Agreement also contains an annual bonus based on the amount of revenue generated by the Company from the sale of certain products. The Furlan Agreement has a term of three years from the effective date. Pursuant to the Furlan Agreement, the Company and ~~Mr. Furlan also entered into a into a Restricted Stock Agreement to purchase 718~~$2,~~403~~637,133, ~~shares of the Company’s Common Stock~~respectively.

On January 8, 2020, the Company entered into an Executive Consulting Agreement (the “Mansour Agreement”) with James Mansour pursuant to which Mr. Mansour was appointed as an Executive Consultant. The Mansour Agreement provides for a base salary of $60,000 per year. The Mansour Agreement has a term of three years from the effective date. Pursuant to the Mansour Agreement, the Company and Mr. Mansour also entered into a into a Restricted Stock Agreement to purchase 718,403 shares of the Company’s Common Stock. On February F-11~~, 2025, the Company issued 1,700,000 in full settlement of all amounts due Mr. Mansour.~~

~~The Company is currently involved in a wage dispute~~Segment with a former contractor dating back to the third quarter of 2020. The contractor claims to be due approximately $184,000 in wages and other expenses. The Company disputes the claim in its entirety but has maintained an accrual of $54,000 related to the dispute. Neither party has initiated legal action at this time. Should any legal action occur against the Company, the Company would defend itself vigorously and would assert claims of misconduct against the former contractor.Reporting

~~NOTE~~The 9Company has determined that it operates as a single operating segment and has one reportable segment. ~~SUBSEQUENT~~The ~~EVENTS~~Company determines its reportable segments based on the information regularly reviewed by the Chief Operating Officer (the Chief Operating Decision Maker, or CODM) for allocating resources and assessing performance. Following the 2025 acquisitions of AIGFB and AE NV, the CODM reviews the combined results of all consumer packaged goods activities as a consolidated whole, focusing on overall gross margin and operational efficiency across the integrated manufacturing and distribution platform. Consequently, the Company has determined that it operates as a single operating segment and, therefore, has one reportable segment.

~~The Company has evaluated subsequent events for recognition~~Impairment ~~and~~of ~~disclosure~~Long-Lived ~~through April 15, 2023, which is the date the financial statements were available to be issued.~~Assets

~~Entry~~Long-lived assets ~~into~~and ~~Material~~certain ~~Contracts~~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.

~~On April 10, 2025, the Company, through its wholly-owned subsidiary AIG~~Goodwill ~~F&B,~~Accounting a Nevada corporation (AIGFB) closed the Exchange Agreement (the “Exchange Agreement”) with American Industrial Group, a Florida corporation (“AIG”), which is owned and controlled by its shareholders, and which owns and controls several assets and lines of business of interest to the Company, through its subsidiary, pursuant to which AIGFB will acquire many of those assets and rights of AIG in exchange for acquisition credits, to be ultimately paid by the exchange of those credits for shares of common stock of SNBH (the “Acquisition Credits”). These Acquisition Credits will be issued by SNBH to AIG shareholders and/or their designees in accordance with an Earnout Schedule that was set forth in the Exchange Agreement, as filed with the SEC on April 11, 2025, as an exhibit (10.16) to the Form 8K/A5. Prior to the Closing, certain parties to the Exchange Agreement and large shareholders of the Company (collectively, the “Lockup Parties”) entered into lock-up leak-out agreements, which govern the manner in which such Lockup Parties may sell, transfer or dispose of their shares of common stock during the 21-month period following the Closing.Policy

~~Changes~~In accordance with U.S. GAAP, the Company recognizes goodwill as the excess of purchase consideration over the fair value of net identifiable assets acquired in a business combination. Under ASC 805, this includes specific recognition at the joint venture level for entities formed on or after January 1, 2025. While goodwill is not amortized, it is subject to ~~Management~~an annual impairment test during the fourth quarter, or more frequently if triggering events occur, by comparing a reporting unit’s carrying value to its fair value and recognizing a loss for any excess.

~~Concurrently with the Closing of the Exchange Agreement, Dante Jones resigned~~As ~~as an executive officer and director~~ of ~~the~~December ~~Company; George Furlan was appointed as chief executive officer~~31, ~~president and chief financial officer of the Company~~2025, ~~and as a non-independent director of~~ the ~~company. Eric Bruns and Dionne Pendelton were appointed as independent directors of the~~ Company. ~~The~~reported ~~contracting parties agreed to indemnify each other for any losses that may be incurred by them as~~ a ~~result of~~total ~~their~~goodwill ~~breach~~balance of ~~any of their representations~~$532, ~~warranties and covenants contained in the Exchange Agreement~~473.

~~F-14~~Revenue Recognition Policy

~~Equity Issuances~~The Company recognizes revenue in ~~2025~~accordance with ASC 606, “Revenue Recognition”, using the standard five-step model, recording revenue on a gross basis when performance obligations are satisfied through the transfer of control. As the Principal for branded product sales, the Company maintains control over pricing and customer relationships, while prepayments are deferred as “advances from customers” until delivery occurs. Under its drop-ship model, fulfillment prepayments are recorded as assets (Prepaid Manufacturing and Fulfillment Deposits) until the services are consumed.

~~On February 6, 2025, the Company issued 3,000,000~~Accounts ~~shares~~Receivable ofAllowance ~~its~~for ~~common~~Credit ~~stock~~Losses toAccounting ~~two individual for consulting services.~~Policy

OnUnder ASC ~~February 11~~326, ~~2025,~~the Company utilizes the Current Expected Credit Loss (CECL) model to recognize lifetime expected credit losses for its trade accounts receivable. The Company ~~issued~~employs 3an aging-based methodology,~~680,000~~ calculating the total allowance by evaluating expected losses across ~~shares~~specific ofaging ~~its~~buckets. ~~common~~This ~~stock~~assessment tocovers ~~George~~all ~~Furlan~~outstanding astrade areceivables ~~bonus~~while ~~related~~excluding tointercompany ~~the~~and ~~merger~~non-trade balances.

OnThe Allowance ~~February~~for 11Credit Losses (ACL) is determined by weighing historical loss experience, current market conditions, such as customer payment behavior, and forward-looking economic forecasts. As of December 31, 2025, the Company ~~issued~~reported ~~1,700,000 shares~~an allowance balance of ~~its~~$0.00. ~~common~~This ~~stock~~conclusion is tosupported ~~James~~by ~~Mansour~~a in0.00% ~~full~~historical ~~settlement~~realized loss rate and a lack of ~~his~~adverse ~~amount~~qualitative ~~due~~factors ~~for~~or ~~past~~concentration ~~services.~~risks ~~See~~that ~~Note~~would 8indicate a departure from historical performance.

~~On February 20, 2025, the Company issued 3,272,031~~Intangible ~~shares~~Asset ofAccounting ~~its common stock to satisfy the previous conversion of debt. See Note 5.~~Policy

OnIn accordance ~~February~~with ~~26,~~ASC ~~2025~~805 and ASC 350, the Company ~~issued~~recognizes 15intangible assets at fair value upon acquisition. Assets are classified as either definite-lived (e.g.,~~507~~ customer relationships),~~121~~ which are amortized over their useful lives, or indefinite-lived ~~shares~~(e.g., ofthe ~~its~~Aqua ~~common~~Emergency ~~stock~~License toand ~~Pure~~trademarks), ~~Energy~~which inare ~~exchange~~not amortized. All intangible assets are reviewed for impairment whenever triggering events suggest the ~~cancellation~~carrying ofamount ~~all~~may ~~debt~~not ~~and~~be ~~related~~recoverable, ~~accrued~~with ~~interest.~~recoverability ~~See~~assessed ~~Note~~based 5on undiscounted future cash flows.

OnAs ~~February~~of 27the annual testing date on October 1, 2025, ~~the~~management ~~Company~~conducted ~~issued~~both qualitative and quantitative assessments of its indefinite-lived assets. This included a specific review of the $1,~~540~~150,000 ~~shares~~Aqua ofEmergency ~~its~~License. ~~common~~Management ~~stock~~concluded tothat ~~Grace~~no ~~Court~~impairment ~~Advisors~~existed, as athe ~~bonus~~fair ~~related~~values of tothese ~~the~~assets ~~merger~~remained consistently above their respective carrying amounts.

~~On March 11, 2025, the Company issued 2,000,000 shares of its common stock to George Furlan as a bonus related to merger services.~~F-12

~~On March 11, 2025, the Company issued 1,000,000 shares~~Fixed ofAsset ~~its~~and ~~common~~Depreciation ~~stock to a service provider for services.~~Policy

OnThe ~~March~~Company ~~11,~~records ~~2025,~~fixed ~~the~~assets ~~Company~~at ~~issued~~cost ~~10,467,460~~or ~~shares~~acquisition-date fair value and depreciates them using the straight-line ofmethod ~~its~~over ~~common~~their ~~stock~~estimated touseful ~~Adriatic~~lives. ~~Advisors~~Long-lived inassets ~~exchange~~

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