SUBSEQUENT EVENTS |
12 Months Ended |
|---|---|
Dec. 31, 2024 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS
The Company has evaluated subsequent events for recognition and disclosure through April 15, 2023, which is the date the financial statements were available to be issued.
Entry into Material Contracts
On April 10, 2025, the Company, through its wholly-owned subsidiary AIG 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.
Changes to Management
Concurrently with the Closing of the Exchange Agreement, Dante Jones resigned as an executive officer and director of the Company; George Furlan was appointed as chief executive officer, president and chief financial officer of the Company, and as a non-independent director of the company. Eric Bruns and Dionne Pendelton were appointed as independent directors of the Company. The contracting parties agreed to indemnify each other for any losses that may be incurred by them as a result of their breach of any of their representations, warranties and covenants contained in the Exchange Agreement.
Equity Issuances in 2025
On February 6, 2025, the Company issued shares of its common stock to two individual for consulting services.
On February 11, 2025, the Company issued shares of its common stock to George Furlan as a bonus related to the merger.
On February 11, 2025, the Company issued shares of its common stock to James Mansour in full settlement of his amount due for past services. See Note 8.
On February 20, 2025, the Company issued shares of its common stock to satisfy the previous conversion of debt. See Note 5.
On February 26, 2025, the Company issued shares of its common stock to Pure Energy in exchange for the cancellation of all debt and related accrued interest. See Note 5.
On February 27, 2025, the Company issued shares of its common stock to Grace Court Advisors as a bonus related to the merger.
On March 11, 2025, the Company issued shares of its common stock to George Furlan as a bonus related to merger services.
On March 11, 2025, the Company issued shares of its common stock to a service provider for services.
On March 11, 2025, the Company issued shares of its common stock to Adriatic Advisors in exchange for the cancellation of all debt and related accrued interest. See Note 5.
On March 20, 2025, the Company issued to an investor who had purchased stock in May 2024, but was not issued at year end.
On April 2, 2025, the Company issued shares of its common stock to an individual in exchange for the cancellation of all debt and related accrued interest. See Note 5.
On April 3, 2025, the Company issued shares of its common stock to an individual in exchange for the cancellation of all debt and related accrued interest. See Note 5.
No other matters were identified affecting the accompanying financial statements and related disclosures. |