Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2024

☐ 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 of incorporation)		(I.R.S. Employer Identification No.)

590 Madison Avenue, 21^st Floor

New York, New York 10022

(Address of principal executive offices) (zip code)

646-202-2897

(Registrant's telephone number, including area code)

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 (§232.405 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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 in Rule 12b-2 of the Exchange Act) Yes ☐No ☒

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

As of November 19, 2024, 64,870,518shares of common stock, par value $0.001 per share, were issued and outstanding.

SENTIENT BRANDS HOLDINGS INC.

FORM 10-Q

September 30, 2024

TABLE OF CONTENTS

		Page No.
	PART I. - FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	1
	Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023	2
	Unaudited Consolidated Statement of Changes in Stockholders' Equity for the nine months ended September 30, 2024 and 2023	3
	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	4
	Notes to Unaudited Consolidated Financial Statements September 30, 2024	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4	Controls and Procedures	22
	PART II - OTHER INFORMATION	24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	25
Item 6.	Exhibits	27

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings "Risks Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K, in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Unless otherwise indicated, references in this report to "we," "us" or the "Company" refer to Sentient Brands Holdings Inc. and its subsidiaries.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

SENTIENT BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

		September 30, 2024		December 31, 2023
		Unaudited		Audited
ASSETS
CURRENT ASSETS
Cash		$	1,452			$	1,299
Prepaid expenses			780				8,453
Inventory			-				150,000
TOTAL CURRENT ASSETS			2,232				159,752
FIXED ASSETS (net of Depreciation)			20,834				23,742
TOTAL ASSETS		$	23,066			$	183,494
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	817,055			$	725,066
Subscriptions payable			105,000				-
Notes payable			544,691				533,191
Convertible Notes Payable			809,047				859,047
TOTAL CURRENT LIABILITIES			2,275,823				2,117,304
TOTAL LIABILITIES		$	2,275,823			$	2,117,304
STOCKHOLDERS' DEFICIENCY
Preferred Stock - Par Value of $0.001; 25,000,000shares authorized; 1,000,000shares issued and outstanding as of September 30, 2024 and December 31, 2023			1,000				1,000
Common Stock - Par Value of $0.001; 500,000,000shares authorized; 64,870,518and 56,140,518shares issued and outstanding as of September 30, 2024 and December 31, 2023			64,871				56,141
Common Stock to be issued			68,054				-
Additional paid-in capital			2,080,447				1,542,429
Accumulated deficit			(4,467,129	)			(3,533,380	)
TOTAL STOCKHOLDERS' DEFICIENCY			(2,252,757	)			(1,933,810	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY		$	23,066			$	183,494

The accompanying notes are an integral part of these unaudited consolidated financial statements.

SENTIENT BRANDS HOLDINGS INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

		Three months ended September 30		Nine months ended September 30
		2024		2023		2024		2023
Sales		$	-			$	-			$	-			$	150
Cost of sales			-				-				-				50
Gross profit (loss)			-				-				-				100
Operating expenses:
Advertising and marketing			-				69				-				1,056
General and administrative			18,766				2,430				43,026				52,698
Legal and professional			40,300				32,417				409,178				64,318
Management fees			19,200				-				140,000				-
Write off excess inventory			150,000				-				150,000				-
TOTAL OPERATING EXPENSES			228,266				34,916				742,204				118,072
LOSS FROM OPERATIONS			(228,266	)			(34,916	)			(742,204	)			(117,972	)
Other Income (Expenses)
Interest expense			(63,575	)			(42,158	)			(191,545	)			(124,659	)
NET LOSS		$	(291,841	)		$	(77,074	)		$	(933,749	)		$	(242,631	)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED		$	(0.005	)		$	(0.001	)		$	(0.015	)		$	(0.004	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING			62,435,195				54,698,779				61,658,870				54,560,699

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SENTIENT BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY

September 30, 2024 (Unaudited)		Common Stock		Preferred Stock		Common Stock to be		Paid in		Accumulated		Total
		Shares		Amount		Shares		Amount		Issued		Capital		Deficit
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 issued for services			2,000,000				2,000																256,000								258,000
Net loss for the three months							-								-								-				(416,754	)			(416,754	)
Balances March 31, 2024			58,140,518			$	58,141				1,000,000				1,000				-			$	1,798,429			$	(3,950,134	)		$	(2,092,564	)
Common stock issued in payment of past services			600,000				600																14,398								14,998
Common stock issued for services			2,050,000				2,050																80,700								82,750
Common stock sold to investors			3,580,000				3,580																175,420								179,000
Conversion of note payable and accrued interest into Common Stock to be issued																			68,054												68,054
Net loss for the three months																											(225,154	)			(225,154	)
Balances June 30, 2024			64,370,518				64,371				1,000,000				1,000				68,054				2,068,947				(4,175,288	)			(1,972,916	)
Common stock issued in payment of past services			500,000				500																11,500								12,000
Net loss for the three months																											(291,841	)			(291,841	)
Balances September 30, 2024			64,870,518				64,871				1,000,000				1,000				68,054				2,080,447				(4,467,129	)			(2,252,757	)

September 30, 2023		Common Stock		Preferred Stock		Paid in		Accumulated		Total
		Shares		Amount		Shares		Amount		Capital		Deficit
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 in payment of past services			1,660,131				1,660												125,340								127,000
Common stock issued for services			500,000				500												13,400								13,900
Net loss for the three months							-								-				-				(75,845	)			(75,845	)
Balances March 31, 2023			54,580,518			$	54,581				1,000,000				1,000			$	1,497,989			$	(3,131,491	)		$	(1,577,921	)
Net loss for the three months																							(89,711	)			(89,711	)
Balances June 30, 2023			54,580,518			$	54,581				1,000,000				1,000			$	1,497,989				(3,221,202	)			(1,667,632	)
Common stock sold to investors			760,000				760												37,240								38,000
Net loss for the three months																							(77,074	)			(77,074	)
Balances September 30, 2023			55,340,518				55,341				1,000,000				1,000				1,535,229				(3,298,277	)			(1,706,707	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SENTIENT BRANDS HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the nine months ended
		September 30,
		2024		2023
OPERATING ACTIVITIES:
Net loss		$	(933,749	)		$	(242,631	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation Expenses			2,908				2,909
Common stock issued in payment of past services			26,998				127,000
Write off excess inventory			150,000				-
Common stock issued for services			340,750				13,900
Changes in operating assets and liabilities:
Inventory			-				24,539
Prepaid expenses			7,673				-
Accounts payable and accrued expenses			110,073				13,489
Stock subscription			105,000				-
NET CASH USED IN OPERATING ACTIVITIES			(190,347	)			(60,794	)
INVESTMENT ACTIVITIES:
Investments			-				-
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 sale of common stock			179,000				38,000
NET CASH PROVIDED BY FINANCING ACTIVITIES			190,500				60,795
INCREASE (DECREASE) IN CASH			153				1
CASH-BEGINNING OF PERIOD			1,299				1,048
CASH-END OF PERIOD		$	1,452			$	1,049
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			$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SENTIENT BRANDS HOLDINGS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS

Business description

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 the integration of CBD, 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.

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.

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.

In addition, on January 29, 2021, the Company, merged with and into its wholly owned subsidiary, Sentient Brands Holdings 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 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.

Basis of Presentation

Our financial statements are presented in conformity with accounting principles generally accepted in the United States of America, as reported on our fiscal years ending on December 31, 2024 and 2023. We have summarized our most significant accounting policies.

Going concern

The Company currently has limited operations. These unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.

As reflected in the accompanying unaudited consolidated financial statements, the Company had an accumulated deficit of $4,467,129at September 30, 2024, and had a net loss of $933,749and net cash flow used in operating activities of $190,347for the nine months ended September 30, 2024, respectively. The Company has a limited operating history, and its continued growth is dependent upon the continuation of selling its products; hence generating revenues and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital, implement its business plan, and generate significant revenues. There are no assurances that the Company will be successful in its efforts to generate significant revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. The Company plans on raising capital through the sale of equity or debt instruments to implement its business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to the Company on satisfactory terms and conditions, if any.

The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Uses of estimates in the preparation of financial statements

The 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.

Cash

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.

Revenue Recognition

During the nine months ended September 30, 2024 and the year ended December 31, 2023, our revenue recognition policy was in accordance with ASC 606, "Revenue from Contracts with Customers", which requires the recognition of sales following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

Net loss per common share - basic and diluted

Authoritative guidance on 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 computation. 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 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.

Stock-based compensation

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.

During the nine months ended September 30, 2024 and 2023, there were no stock based awards issued or outstanding.

Fair value of financial instruments

We value our financial assets and liabilities on a recurring basis using the fair value hierarchy established in Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures.

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

Level 1 input, which include quoted prices in active markets for identical assets or liabilities.

Level 2 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

Level 3 inputs, which include unobservable 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.

Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating 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 and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of 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 effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate is 21%.

Impairment of Long-Lived Assets

Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold, and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

Recently Issued and Adopted Accounting Standards

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.

NOTE 3. INVENTORIES

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the moving average method and net realizable value is the estimated selling price less costs of disposal in the ordinary course of business. The cost of inventories includes direct costs plus shipping and packaging materials. At December 31, 2023 based on a sale quote received in April 2024 for its remaining inventory, the Company recorded a charge of $63,477to write down the inventory to its net realizable value of $150,000. The Company did not consummate a sale of the inventory. As a result, on September 30, 2024, the Company recorded an additional charge of $150,000reducing the value of the inventory on hand to $0.

As of September 30, 2024 and December 31, 2023, the Company product inventories are contained in a storage and fulfilment center located at City Logistics in Fairfield, NJ.

NOTE 4. CONVERTIBLE NOTES PAYABLE

Since the change of control 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 were reached on $70,757of the 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 $0.05per share into shares of common stock. On January 3, 2020, specific terms were reached on the remaining $170,046of the advances pursuant to an unsecured demand note. See Note 6. Accrued interest on this note totaled $19,814including default interest of $6,292and $16,630including default interest of $3,108at September 30, 2024 and December 31, 2023, respectively. The lender agreed to extend the maturity date of the loan to January 1, 2023.

On December 2, 2020, we issued a promissory note to an accredited investor in consideration for $50,000with interest at the rate of 10% per annum from the issue date, and also issued to the accredited investor a common stock purchase warrant (the "Warrant") to acquire 400,000shares of common stock. The Warrant is exercisable for a period of five years at an exercise price of $0.01. This note will mature on the earlier of (i) closing of the next equity financing of at least $1,000,000or (ii) September 2, 2021(maturity date). The holder, at its sole election, may convert the interest accrued on this note into shares of stock of the company at $0.20per 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 September 30, 2024 and December 31, 2023 were $6,999and $5,312, respectively. During December 2023, the investor exercised all of the warrants for $4,000.

On December 3, 2020, we issued a convertible debenture to an accredited investor in consideration for $50,000with interest at the rate of 10% per annum from the issue date, and also issued to the accredited investor a common stock purchase warrant (the "Warrant") to acquire 400,000shares of common stock. The Warrant is exercisable for a period of five years at an exercise price of $0.01. This debenture is convertible at the election of the holder into shares of common stock at the price per share equal to 120% of the market price of the Company's listed common stock on the date of such conversion. Accrued interest for this note as of September 30, 2024 and December 31, 2023 were $18,054and $15,554, respectively. During December 2023, the investor exercised all of the warrants for $4,000.

On June 25, 2024, the investor submitted paperwork that was approved by the Company to convert the entire Note and all of the related accrued interest into 3,272,031shares of the Company's Common Stock. While the 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. See Note 6.

On April 27, 2021 (the "Issuance Date"), 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% Senior Secured Convertible Promissory Note in the principal amount of $315,789 (the "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. During June, 2024, the Company made a $30,000payment that was applied against accrued interest. Accrued interest for this note as of September 30, 2024 and December 31, 2023 were $124,411including default interest of $47,230and $102,305including default interest of $25,125, respectively.

On November 18, 2021 (the "Issuance Date"), the 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% Senior Secured Convertible Promissory Note in the principal 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"). 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. A second Tranche consisting of $200,000 was paid in December 2021, resulting in $395,000 in total proceeds to be received by the Company in the Financing. In addition to the November 2021 Note, the November 2021 Investor also received a common share purchase warrant (the "November 2021 Warrant", and together with the November 2021 Note, the "Securities") to acquire 666,667 shares of common stock of the Company. 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 begins from the date each Tranche is paid and ends 12 months thereafter, and interest associated with the November 2021 Note is 10% per annum. Accrued interest for this note as of September 30, 2024 and December 31, 2023 were $192,954including default interest of $97,825and $126,954including default interest of $31,825, respectively.

NOTE 5. NOTES PAYABLE

On January 3, 2020, specific terms were reached between the Company and Pure Energy 714 LLC on the remaining $170,046of prior advances made to the Company (See Note 5) pursuant to an unsecured demand 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 12% per annum and a repayment date on or before June 3, 2021, at the rate of 12% per annum. If the demand note is unpaid by June 3, 2021, default interest of 3% monthly will apply. On January 17, 2020, the Company repaid $20,000 of the principal outstanding reducing the note balance to $150,046. An additional $10,000was received on March 16, 2021, but subsequently returned in April 20, 2021. Accrued interest on this note totaled $86,000and $72,515at September 30, 2024 and December 31, 2023, respectively. The lender agreed to extend the maturity date of the loan to September 30, 2024.

During 2022 and 2023, the Company received proceeds from various loans from Adriatic Advisors LLC. At both June 30, 2024 and December 31, 2023, the Company had $383,146due to Adriatic Advisors LLC. 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. The lender agreed to extend the maturity dates of any overdue Notes to June 30, 2023. During June, 2024, the Company made a $49,950payment that was applied against accrued interest. Accrued interest on these notes totaled $112,215and $110,440at September 30, 2024 and December 31, 2023, respectively.

During May 2024, the Company received proceeds of $11,500from an investor. The note matures 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 this note totaled $839at September 30, 2024.

NOTE 6. STOCKHOLDERS' (DEFICIT)

Preferred stock

The Company is authorized to issue 25,000,000shares of Preferred Stock, par value $0.001per share. As of September 30, 2024 and December 31, 2023, 1,000,000shares of Series B Preferred Stock were issued and outstanding.

For five years from the date of issuance, the Series B Preferred Stock shall have the number of votes equal to fifty-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.

Common stock

On January 23, 2024, the Company sold 480,000shares of its common stock to an investor for $24,000. The shares were issued on April 2, 2024.

On February 15, 2024, the Company issued 500,000shares of its common stock to an investor for $25,000. The shares were issued on April 2, 2024.

On February 22, 2024, the Company issued 1,000,000shares of its common stock to an investor for $50,000. The shares were issued on April 2, 2024.

On February 22, 2024, the Company issued 600,000shares of its common stock to an investor for $30,000. The shares were issued on April 2, 2024.

On February 22, 2024, the Company issued 1,000,000shares of its common stock to an investor for $50,000. The shares were issued on April 2, 2024.

On March 14, 2024, the Company issued a total of 2,000,000shares of its common stock to a consultant for services rendered.

On March 28, 2024, the Company entered into a Settlement and Release Agreement with a vendor pursuant to which the vendor agreed to forgive $14,998(the "Debt Amount") owed by the Company to the vendor for services rendered to the Company in consideration of an issuance to the vendor of 600,000shares of common stock of the Company registered on the Form S-8 pursuant to the Plan. The shares were issued on April 9, 2024.

During April 2024, the Company issued 1,000,000shares of its common stock to the CEO, Dante Jones in lieu of cash payment for services.

On April 10, 2024 the Company issued 1,050,000shares of its common stock in lieu of cash payment for consulting services.

On September 20, 2024, the Company issued 500,000shares of its common stock to a vendor in settlement of a trade payable of $12,000.

There were no other issuances of common stock during the nine months ended September 30, 2024.

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

On January 5, 2023, the Company issued 888,889restricted shares of its common stock in full settlement of an amount due of $68,000to an independent contractor.

On January 5, 2023, the Company issued 500,000restricted shares of its common stock to Dante Jones, the Company's interim Chief Executive Officer. The Company took a charge of $13,900for this stock issuance in the first quarter of 2023 which is included in general and administrative expenses.

On August 9, 2023, the Company agreed to issue 160,000restricted 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.

On September 28, 2023, the Company agreed to issue 600,000restricted shares 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.

On December 3, 2023, a noteholder exercised 400,000warrants to purchase common stock at $0.01per share for a total of $4,000.

On December 27, 2023, a noteholder exercised 400,000warrants to purchase common stock at $0.01per share for a total of $4,000.

There were no other issuances of common stock during the year ended December 31, 2023.

Common Stock to be Issued

On June 25, 2024, an investor submitted paperwork that was approved by the Company to convert the investor's Convertible Note Payable and all of its related accrued interest a combined total of $68,054, into 3,272,031shares of the Company's Common Stock. While the 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. See Note 4.

NOTE 7. DEFERRED INCOME TAXES

The Company's income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 21% to net income (loss) as follows:

The tax effects of temporary differences that give rise to the Company's net deferred tax liability as of September 30, 2024 and December 31, 2023 are as follows:

		Nine Months ended September 30,		Year Ended December 31,
		2024		2023
Deferred Tax Assets
Accumulated Deficit (Net Losses Carryforward)		$	938,097			$	605,817
Less: Valuation Allowance			(938,097	)			(605,817	)
Deferred Tax Assets - Net		$	-			$	-

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating 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 and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of 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 effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate is 21%.

NOTE 8. COMMITMENTS AND CONTINGENCIES

On December 26, 2019, the Company entered into an Employment Agreement (the "Furlan Agreement") with George Furlan pursuant to which Mr. Furlan was appointed as the Company's Chief Executive Officer. The Furlan Agreement provides for a base salary of $60,000 per year with such base salary being increased to $120,000per year beginning on the one (1) year anniversary of the completion of a financing by the Company of no less than $3,000,000. The 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 718,403shares of the Company's Common Stock.

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 $60,000per 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 718,403shares of the Company's Common Stock.

The Company is currently involved in a wage dispute with a former contractor dating back to the third quarter of 2020. The contractor claims to be due approximately $184,000in wages and other expenses. The Company disputes the claim in its entirety but has maintained an accrual of $54,000related 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.

In the first quarter of 2024, the Company engaged a consultant pursuant to which the consultant was to receive as consideration for services in accordance with a payment schedule three cash payments of $10,000 for a total of $30,000 and three issuances of 1,000,000 shares of the Company's common stock for a total of 3,000,000 shares. During the first quarter of 2024, the consultant received two separate cash payments of $10,000 for a total of $20,000 and two separate issuances of 1,000,000 shares of the Company's common stock.The consultant has not yet received the third cash payment and stock issuance. The Company has not recorded any charge for the third payment as of June 30, 2024.

During May and August 2024, the company received investment funding totaling $105,000in exchange for a total of 2,100,000shares of its common stock. As of September 30, 2024, the Company had not yet issued the shares and instead has recorded a liability of $105,000for subscriptions payable.

NOTE 9. SUBSEQUENT EVENTS

The Company has evaluated subsequent events for recognition and disclosure through November 19, 2024, which is the date the financial statements were available to be issued.

On October 15, 2024, the Company issued 500,000shares of its common stock to an accredited investor in connection with a stock purchase by the accredited investor in the amount of $30,000 on February 15, 2024.

On October 28, 2024, the Company entered into a settlement agreement and release with a vendor pursuant to which the vendor agreed to forgive $30,015owed by the Company to the vendor for services rendered by the vendor to the Company in consideration of an issuance to the vendor of 1,000,000shares of common stock of the Company. The shares have not yet been issued.

On October 30, 2024, the Company entered into a settlement agreement and release with a vendor pursuant to which the vendor agreed to forgive $9,000owed by the Company to the vendor for services rendered by the vendor to the Company in consideration of an issuance to the vendor of 300,000shares of common stock of the Company. The shares have not yet been issued.

On October 17, 2024, the Company sold 1,333,333shares of its common stock to an accredited investor in consideration for a purchase price of $40,000. The shares have not yet been issued.

On October 17, 2024, the Company sold 333,333shares of its common stock to an accredited investor in consideration for a purchase price of $10,000. The shares have not yet been issued.

On October 17, 2024, the Company sold 333,333shares of its common stock to an accredited investor in consideration for a purchase price of $10,000. The shares have not yet been issued.

On October 20, 2024, the Company sold 833,333shares of its common stock to an accredited investor in consideration for a purchase price of $25,000. The shares have not yet been issued.

On October 28, 2024, the Company sold 1,000,000shares of its common stock to an accredited investor in consideration for a purchase price of $30,000. The shares have not yet been issued.

On October 28, 2024, the Company sold 666,667shares of its common stock to an accredited investor in consideration for a purchase price of $20,000. The shares have not yet been issued.

On October 31, 2024, the Company agreed to issue 250,000shares of its common stock to a consultant in consideration for services rendered. The shares have not yet been issued.

No other matters were identified affecting the accompanying financial statements and related disclosures.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition of Sentient Brands Holdings Inc. for the three and nine months ended September 30, 2024 and 2023 should be read in conjunction with the Sentient Brands Holdings Inc. unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements and Business sections in our Form 10-K as filed with the Securities and Exchange Commission on April 16, 2024. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements.

Unless otherwise indicated, references to the "Company," "us" or "we" refer to Sentient Brands Holdings Inc. and its subsidiaries.

Overview

Sentient Brands is a next-level product development and brand management company with a focus on building innovative brands in the Luxury and Premium Market space. The Company has a Direct-to Consumer business model focusing on the integration of CBD, wellness and beauty for conscious consumers. The Company incorporates an omnichannel approach in its marketing strategies to ensure that its products are accessible across both digital and retail channels. The Company develops and nurtures Lifestyle Brands with carefully thought-out ingredients, packaging, fragrance and design. Sentient Brands' leadership team has extensive experience in building world-class brands such as Hugo Boss, Victoria's Secret, Versace, and Bath & Body Works. The Company is focused on two key market segments targeting: wellness and responsible luxury, which the Company believes represent unique opportunities for its Oeuvre product line. Sentient Brands intends to leverage its in-house innovation capabilities to launch new products that "disrupt" adjacent product categories. We plan to grow by leveraging our deep connections within our existing network and attract consumers through increased brand awareness and investing in unique social media marketing. The Company's goal is to create customer experiences that have sustainable resonance with consumers and consistently implement strategies that result in long-term profit growth for our investors.

Principal Products and Services

All of our proprietary formulations contain clean, vegan, ethically and environmentally responsible ingredients. The Company currently has one main product line, and another in development. The Company's current active product line is Oeuvre.

Oeuvre

Oeuvre - "A Body of Art" - is a next generation CBD luxury skin care line and lifestyle brand. The foundation of our system of products is our proprietary OE Complex: Botanicals + Gemstones + Full flower Hemp infused formulation. Each product in the Oeuvre Artistry Collection optimizes three functions: cellular energy, moisture balance, and nutrient utilization. Four products comprise the Oeuvre collection:

	●	Purifying Exfoliator
	●	Replenishing Facial Oil
	●	Ultra-Nourishing Face Cream
	●	Revitalizing Eye Cream

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

Oeuvre Target Market

Oeuvre is our luxury segment product line. With Oeuvre, we are targeting a large and influential consumer class of individuals that are "HENRYs" - High-Earners-Not-Rich-Yet. They have discretionary income and are highly likely to be wealthy in the future. HENRYs earn between $100,000 and $250,000 annually. They are digitally fluent, love online shopping online, and are big discretionary spenders. Therefore, ouvreskincare.com offers inclusive, aspirationally affordable luxury products positioned for them.

We believe the benefit of onboarding this demographic to Oeuvre are twofold: securing valuable present customers and building relationships and business with those most likely to be amongst the most affluent consumers in the future. By the year 2025, Millennials and Generation Z will represent more than 40% of the overall luxury goods market, according to a 2019 report published by Boston Consulting Group. We seek to target such group for the sale of our Oeuvre products.

On social media, we target the following audiences for our Oeuvre brand:

	●	Women aged 30+
	●	Luxury Skincare Enthusiasts
	●	CBD Enthusiasts
	●	Crystal Lovers
	●	Wellness Audience
	●	Makeup Artists
	●	Art
	●	Beauty
	●	Influencers
	●	Bloggers

Suppliers

The Company has several third-party suppliers and is not reliant on any particular supplier for its product offerings. Many of our products contain CBD derived from industrial hemp or cannabis which we obtain from third parties. Hemp cultivation can be impacted by weather patterns and other natural events, but we have not yet faced any supply issues to date with obtaining raw materials for our products.

Distribution

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

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

Marketing Strategy

We support our brand launches through social media and marketing campaigns, including utilizing influencers. Marketing and public relations firms are engaged by the Company to spearhead its launch of Oeuvre, and will likely be engaged for our future planned brand launches as well.

Growth Strategies

To grow our company, Sentient Brands intends to:

	●	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 markets

Our mission is to create the next generation of CBD/THC consumer brands. The Company believes it has assembled a highly accomplished team of branding and marketing professionals who have a combined experience and track record of successfully launching and operating major brands in the consumer market space, which the Company believes will provide it with it a competitive edge in its industry.

M&A Strategy

During the third quarter of 2022, the Company launched an M&A strategy to identify high-margin, revenue generating businesses within above-average growth potential industry sectors as potential acquisition targets.

Customers

The Company launched its Oeuvre product line in the fourth quarter of 2021. The Company's sales channels are direct to consumer and wholesale.

Intellectual Property

The Company's Oeuvre brand is trademarked in the United States, with a European trademark application pending. The Company expects to rely on trade secrets and proprietary know-how protection for our confidential and proprietary information, however we have not yet taken security measures to protect this information.

Competition

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

The current market for hemp-derived CBD products is highly competitive, consisting of publicly-trade and privately-owned companies, many of which are more adequately capitalized than the Company. The Company's current publicly listed competitors include Charlotte's Web, CV Sciences, Elixinol, Abacus, and Green Growth Brands, and private companies such as BeBoe, St. Jane. Mary's, Lord Jones, Bluebird Folium Biosciences, Global Cannabinoids, and Pure Kana. In addition, public and private U.S. and Canadian companies have entered the hemp-derived CBD consumer market or have announced plans to do so. This market is highly fragmented, and according to the Hemp Business Journal, the vast majority of industry participants generate less than $2 million in annual revenue. We see this an opportunity to create a foothold in the CBD consumer marketplace with the goal of building Sentient Brands as a major brand name in this space.

Industry Overview

The market for products based on extracts of hemp and cannabis, 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. While much of this market is expected to be comprised of high potency THC-based products that will be sold in licensed dispensaries, certain research firms are still predicting the market to grow to $5.3 billion, $12.6 billion, and $2.2 billion by 2024 in the product areas of low THC cannabinoids, THC-free Cannabinoids and pharmaceutical cannabinoids, respectively.

On December 20, 2018, President Donald J. Trump signed into law the Agriculture Improvement Act of 2018, otherwise known as the "Farm Bill." Prior to its passage, hemp, a member of the cannabis family, and hemp-derived CBD were classified as a Schedule I controlled substances, and illegal under the Controlled Substances Act ("CSA"). Under Section 10113 of the Farm Bill, hemp cannot contain more than 0.3 percent THC. THC refers to the chemical compound found in cannabis that produces the psychoactive "high" associated with cannabis. Any cannabis plant that contains more than 0.3 percent THC would be considered non-hemp cannabis or marijuana under federal law and thus would face no legal protection under this new legislation and would be an illegal Schedule 1 drug under the CSA.

With the passage of the Farm Bill, hemp cultivation is broadly permitted. The Farm Bill explicitly allows the transfer of hemp-derived products across state lines for commercial or other purposes. It also puts no restrictions on the sale, transport, or possession of hemp-derived products, so long as those items are produced in a manner consistent with the law.

Recent Developments

None

Government Regulation

The United States Food & Drug Administration ("FDA") is generally responsible for protecting the public health by ensuring the safety, efficacy, and security of (1) prescription and over the counter drugs; (2) biologics including vaccines, blood and blood products, and cellular and gene therapies; (3) foodstuffs including dietary supplements, bottled water, and baby formula; and (4) medical devices including heart pacemakers, surgical implants, prosthetics, and dental devices.

Regarding its regulation of drugs, the FDA process requires a review that begins with the filing of an investigational new drug (IND) application, with follow on clinical studies and clinical trials that the FDA uses to determine whether a drug is safe and effective, and therefore subject to approval for human use by the FDA.

Aside from the FDA's mandate to regulate drugs, the FDA also regulates dietary supplement products and dietary ingredients under the Dietary Supplement Health and Education Act of 1994. This law prohibits manufacturers and distributors of dietary supplements and dietary ingredients from marketing products that are adulterated or misbranded. This means that these firms are responsible for evaluating the safety and labeling of their products before marketing to ensure that they meet all the requirements of the law and FDA regulations, including, but not limited to the following labeling requirements: (1) identifying the supplement; (2) nutrition labeling; (3) ingredient labeling; (4) claims; and (5) daily use information.

The FDA has not approved cannabis, marijuana, hemp or derivatives as a safe and effective drug for any indication. As of the date of this filing, we have not, and do not intend to file an Investigational New Drug Application (IND) with the FDA, concerning any of our products that contain CBD derived from industrial hemp or cannabis. Further, our products containing CBD derived from industrial hemp are not marketed or sold using claims that their use is safe and effective treatment for any medical condition subject to the FDA's jurisdiction.

Government Approvals

The Company does not currently require any government approvals for its operations or product offerings. In August 2019, the DEA affirmed that CBD preparations at or below the 0.3 percent delta-9 THC threshold, is not a controlled substance, and a DEA registration is not required. As a result of the 2018 Farm Bill, the FDA has been tasked with developing CBD regulations. The FDA has not yet published regulations.

Research and Development

We are continuously in the process of identifying and/or developing potential new products to offer to our customers. Our expenditures on research and development have historically been small and immaterial compared to our other business expenditures. We are currently developing new formulations for additional product lines.

Employees

We believe that our success depends upon our ability to attract, develop and retain key personnel. We currently employ two 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.

Our compensation programs are designed to align the compensation of our employees with our performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results. The structure of our compensation programs balances incentive earnings for both short-term and long-term performance.

The primary mailing address for the Company is 590 Madison Avenue, 21^st Floor, New York, New York 10022. The Company's telephone number is (646) 202-2897. The Company's website is www.sentientbrands.com.

Critical Accounting Policies and Estimates

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.

We base our estimates on historical experience and 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.

Recent Accounting Pronouncements

Accounting standards that have been issued or proposed by FASB that 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 condition, results of operations, cash flows or disclosures.

RESULTS OF OPERATIONS

Comparison of Results of Operations for the three months ended September 30, 2024 and 2023

Revenue

We did not generate any revenue during the three months ended September 30, 2024 or 2023, due to the Company's reorganization and focus on the development of our new product lines and related marketing preparations.

Operating Expenses

For the three months ended September 30, 2024 and 2023, operating expenses consisted of the following:

		2024		2023
Advertising and Marketing			-				69
General and Administrative			18,766				2,430
Legal and Professional			40,300				32,417
Management Fees			19,200				-
Write off excess inventory			150,000				-
TOTAL OPERATING EXPENSES			228,266				34,916

	●	Our advertising and marketing costs mainly include consulting fees for branding, social media and creation of marketing materials for our brand. We curtailed this activity during 2023 as we focused on raising capital and pursued merger activity.
	●	General and administrative fees totaled $18,766 for the three months ended September 30, 2024 representing an increase of $16,336 compared to the total of $2,430 for the three months ended September 30, 2023. We have implemented austerity measures as we seek additional capital and merger or acquisition opportunities. The current fees relate to office expenses, bank fees, fees associated with public company expenses and some travel costs.

	●	Legal and professional fees primarily consisted of accounting fees, legal service fees, consulting fees, investor relations and other fees incurred for service related to being a public company. For the three months ended September 30, 2024, professional fees totaled $40,300 which is an increase of $7,883 compared to total expense of $32,417 for the three months ended September 30, 2023. The increase is attributed to fees incurred as the Company pursues a potential transaction with a third party.
	●	Our management fees are comprised mainly of consulting fees paid to our management staff. For the three months ended September 30. 2024, we recorded an expense of $19,200 of management fees for work associated with fund raising and merger activity. No fees were recognized for the three months ended September 30. 2023 as the management team waived any fees until the Company either merges with another company or develops a robust revenue stream. During the third quarter we determined that our inventory was no longer in saleable condition and we took a charge of $150,000 writing down the balance to $0.
	●	Interest expense is related to our convertible and other notes payable. During the three months ended September 30, 2024, interest expense increased by $21,417 compared to the same period in 2023 due to increased borrowings to fund the operation.

Loss from Operations

The Company's operating loss for the three-month period ended September 30, 2024 and 2023 was $228,266 and $34,916, respectively. The increase in operating loss of $263,182 was primarily attributed to the increased expenses related to the Company pursuing a transaction with a third party.

Income Taxes

We did not have any income taxes expense for the three months ended September 30, 2024 and 2023.

Net Loss

Our net loss for the three months period ended September 30, 2024 and 2023 was $291,841 and $77,074, respectively.

Comparison of Results of Operations for the nine months ended September 30, 2024 and 2023

Revenue

During the nine months ended September 30, 2024 we had no revenue and in 2023, we generated minimal revenue due to the Company's reorganization and focus on the development of our new product lines and related marketing preparations.

Operating Expenses

For the nine months ended September 30, 2024, and 2023, operating expenses consisted of the following:

		2024		2023
Advertising and Marketing			-				1,056
General and Administrative			43,026				52,698
Legal and Professional			409,178				64,318
Management Fees			140,000				-
Write off excess inventory			150,000				-
TOTAL OPERATING EXPENSES			742,204				118,072

	●	Our advertising and marketing costs mainly include consulting fees for branding, social media and creation of marketing materials for our brand. We curtailed this activity during 2023 as we focused on raising capital and pursued merger activity.
	●	General and administrative fees totaled $43,026 for the nine months ended September 30, 2024 representing a decrease of $9,672 compared to the total of $52,698 for the nine months ended September 30, 2023. We have implemented austerity measures as we seek additional capital and merger or acquisition opportunities. The current fees relate to office expenses, bank fees, fees associated with public company expenses and some travel costs.

	●	Legal and professional fees primarily consisted of accounting fees, legal service fees, consulting fees, investor relations and other fees incurred for service related to being a public company. For the nine months ended September 30, 2024, professional fees totaled $409,178 which is an increase of $344,860 compared to total expense of $64,318 for the nine months ended September 30, 2023. The increase is attributed to the $258,000 non-cash expense of market value of 2,000,000 shares issued to a consultant in the first quarter and professional fees related to the Company's effort to do a transaction with a third party. Professional fees are mainly for legal, accounting and audit fees.
	●	Our management fees are comprised mainly of salaries paid to our management staff. During the nine month period ended September 30, 2024, management fees totaled $140,000. The fees related to our effort to do a transaction with a third party. No fees were recognized for the first nine months of 2023 as the management team waived any fees until the Company either merges with another company or develops a robust revenue stream. During the third quarter we determined that our inventory was no longer in saleable condition and we took a charge of $150,000 writing down the balance to $0.
	●	Interest expense is related to our convertible and other notes payable. During the nine months ended September 30, 2024, interest expense increased by $66,886 compared to the same period in 2023 due to increased borrowings to fund the operation.

Loss from Operations

The Company's operating loss for the nine month period ended September 30, 2024, and 2023 was $742,204 and $117,972, respectively. The increased in operating loss of $624,232 was primarily attributed to the increased professional fees and management fees as we attempt to do a transaction with a third party.

Income Taxes

We did not have any income taxes expense for the nine months ended September 30, 2024 and 2023.

Net Loss

Our net loss for the nine months period ended September 30, 2024 and 2023 was $933,749 and $242,631, respectively.

Liquidity and Capital Resources

The consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America ("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.

To the extent we are successful in growing our business both organically and through acquisition, we continue to plan our working capital and the proceeds of any financing to finance such acquisition costs.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At September 30, 2024, we had a cash balance of $1,452. These funds are kept in financial institutions located in United States.

As of September 30, 2024, we had total current assets of $2,232, consisting of $1,452 in cash and prepaid expenses of $780. Our total current liabilities as of September 30, 2024 were $2,275,823. We had a working capital deficit of $2,273,591 as of September 30, 2024.

Our ability to continue as a going concern is dependent upon our ability to carry out our business plan, achieve profitable operations, obtain additional working capital funds from our significant shareholders, and or through debt and equity financings. However, there can be no assurance that any additional financings will be available to us on satisfactory terms and conditions, if any.

The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

Cash Flows from Operating Activities

Operating activities used $190,347 in cash for the nine months ended September 30, 2024, compared with cash used of $60,794 for the nine months ended September 30, 2023. Our negative operating cash flow for the nine months ended September 30, 2024, was largely the result of our net loss of $933,749 offset by non cash expense for consulting services of $340,750 and an inventory write off of $150,000. Our prepaid expenses decreased by $7,673 and our subscriptions payable for stock purchases increased by $105,000. Our payables for the quarter increased by $110,073. Our negative operating cash flow for the nine months ended September 30, 2023, was largely the result of our net loss of $242,631 offset by non cash depreciation of $2,909 and other noncash activity totaling $140,900. Accounts payable and accrued expenses decreased by $13,489.

Cash Flows from Investing Activities

There were no cash flow from investment activities for the nine months ended September 30, 2024 and 2023.

Cash Flows from Financing Activities

Net cash flows provided by financing activities during the nine months ended September 30, 2024, amounted to $190,500 compared with cash flows provided by financing activities of $60,795 for the nine months ended September 30, 2023. Our positive cash flows for the nine months ended September 30, 2024 consisted of proceeds from the sale of common stock totaling $179,000 and proceeds from a note payable totaling $11,500. Our positive cash flows for the nine months ended September 30, 2023 consisted of proceeds from short term loans payable totaling $22,795 and sales of common stock totaling $38,000.

Going Concern

As of September 30, 2024, we have an accumulated deficit of $4,467,129. Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations. While we are expanding our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

We presently do not have any contractual obligations.

Off-balance Sheet Arrangements

We presently do not have off-balance sheet arrangements.

Inflation

The effect of inflation on our revenue and operating results was not significant.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of March 31, 2023, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described below.

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the 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 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 if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following three material weaknesses that have caused management to conclude that, as of September 30, 2024, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

1.	We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ended September 30, 2024. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
2.	We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
3.	Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.

We intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.

Changes in Internal Controls over Financial Reporting

There were no changes (including corrective actions with regard to material weakness) in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business, operating results, cash flows or financial condition.

ITEM 1A. RISK FACTORS

Risk factors describing the major risks to our business can be found under Item 1A, "Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 2023. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On September 20, 2024, the Company issued 500,000 shares of its common stock to a vendor in settlement $12,000 owed by the Company to the vendor for services rendered.

The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506 as promulgated under Regulation D as transactions by an issuer not involving a public 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 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.

The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the "Securities Act") for the issuances of the above securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. The investors in these securities are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act. As of the date hereof, the Company is obligated on the above notes issued to the investor. The above notes are a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company.

The foregoing information is a summary of each of the agreements involved in the transaction 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 Quarterly Report on Form 10-Q. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

As previously reported, on September 3, 2024, the Company entered into a Share Exchange Agreement (the "Exchange Agreement") with AIG, F&B, Inc., a Nevada corporation ("AIG"), and the owners (the "AIG Shareholders") of 100% of the issued and outstanding shares of common stock of AIG (collectively, the "AIG Shares"), pursuant to which, upon the Closing (as defined below), the Company will acquire the AIG Shares from the AIG Shareholders in exchange for shares of common stock of the Company (the "Acquisition Shares"), which such Acquisition Shares will be issued by the Company to the AIG Shareholders in accordance with an Earnout Schedule (as defined below) as set forth in the Exchange Agreement (the "Share Exchange"). The closing of the Share Exchange (the "Closing") was to take place on or before November 1, 2024 (the "Outside Closing Date"). Effective November 1, 2024, the parties amended the Exchange Agreement to extend the Outside Closing Date to December 31, 2024 (the "New Outside Closing Date").

The AIG Shareholders represent a group of international, vertically integrated food and beverage manufacturing companies ("AIG Group"), comprising eight factories and 170 distributors across 22 countries, who market and sell products through various U.S. and international big-box retailers and distributors, with several product lines holding Organic and Kosher certifications. In line with its business plan, AIG intends to launch a global, vertically integrated food and beverage manufacturing and distribution business, based on AIG Group's proven, cash flow-positive product lines and business models. The Company believes that, if the Share Exchange is consummated, AIG's planned business venture would be synergistic with the Company's existing product and brand development business and anticipates meaningful operation efficiency through the integration of the two organizations.

Pursuant to the Exchange Agreement, following the Closing, the Acquisition Shares will be issued by the Company to the AIG Shareholders on a quarterly basis over the five (5) year period immediately following the Closing, in accordance with a performance-based Earnout Schedule (the "Earnout Schedule"). Pursuant to the Earnout Schedule, the Acquisition Shares will be issued to the AIG Shareholders (and/or their designees) after achieving certain Company revenue and EBITDA growth for a period of up to five (5) years. The number of Acquisition Shares issued to the AIG Shareholders pursuant to the Earnout Schedule will be based upon the greatest number of Acquisition Shares that would be calculated utilizing three (3) different earnout criteria methods, as follows:

(1) Annual Revenue Growth Method: Acquisition Shares issued = (Company quarterly revenue growth relative to the same quarter in the previous year) / (Company's trailing average share price over the prior quarter) where Company's trailing average share price is the average of the closing price of the Company's share price on its principal market for the quarter. For example: If revenue grows from $5,000,000 in quarter one 2024 to $10,000,000 in quarter one 2025 and the Company's trailing average share price is $.07, then: $5,000,000/$.07 = 71,428,571 Acquisition Shares to be issued.

(2) EBITDA Method: Acquisition Shares issued = (Five (5) x quarterly EBITDA growth relative to the same quarter in the previous year) / (Company's trailing average share price over the prior quarter). For example: If EBITDA grows from $200,000 in quarter one 2024 to $500,000 in quarter one 2025 and the Company's trailing average share price is $.07, then: 5 x $300,000 = $1,500,000/$.07 = 21,428,571 acquisition shares to be issued.

(3) Appraised Value of Rolled-in Assets Method: Acquisition Shares issued = (appraised value of rolled-in assets relative to the same quarter in the previous year) / (Company's trailing average share price over the prior quarter). For example: If assets in quarter one 2024 were $1,000,000 and assets in quarter one 2025 were $5,000,000 and the Company's trailing average share price is $.07, then: $4,000,000/$.07 = 57,142,857 Acquisition Shares to be issued.

Issuances of the Acquisition Shares to the AIG Shareholders will commence after the initial two (2) quarters of the Company's revenue are disclosed in the Company's periodic reports filed with the Securities and Exchange Commission ("SEC") on Form 10-Q and 10-K, as applicable, following the Closing. The number of Acquisition Shares will be trued up at the end of the Company's respective fiscal year (i.e., four (4) quarters of the Company's revenue divided by the Company's trailing average share price over the prior year). This calculation will be made prior to the issuance of shares for the fourth quarter of a given year and the number of true up shares will be added or deducted from the amount issued.

The number of Acquisition Shares to be issued to the AIG Shareholders each quarter will be determined by calculating the three (3) above earnout criteria methods. The method which yields the largest number of Acquisition Shares will be utilized for the issuance of the Acquisition Shares to the AIG Shareholders within the applicable quarterly period. The AIG Shareholders must designate any designees or assignees prior to the end of the quarter and must provide documentation sufficient to determine whether or not the designee's or assignee's shares are to be aggregated with any other recipient of shares for the purpose of determining the Maximum Issuance (as defined below).

The Acquisition Shares earnout period will last for up to five (5) years, provided, that, in order for Acquisition Shares to be issued to the AIG Shareholders in a given year, the Company's revenue, with a minimum of 5% EBITDA in such year, must increase over the previous year, and the number of Acquisition Shares to be issued will be based upon such increase. At the end of each fiscal quarter of the Company, the Company will calculate the Acquisition Shares to be issued to the AIG Shareholders using the three above earnout criteria methods. The method resulting in the largest number of Acquisition Shares will be selected for each quarter's issuance of the Acquisition Shares to the AIG Shareholders. The applicable number of Acquisition Shares shall be transferred to the AIG Shareholders accordingly, subject to the Maximum Issuance.

AIG's valuation was calculated based upon the AIG's financial projections which reflect: (i) one times (1x) quarterly revenue within the initial three month period following the Closing, (ii) a minimum of five percent (5%) EBITDA within the initial three month period following the Closing, and (iii) annual revenues for the year ending 2025 in the aggregate amount of $45,000,000, and a minimum of five percent (5%) EBITDA for the year ending 2025.

The number of Acquisition Shares that may be acquired by the AIG Shareholders pursuant to the Earnout Schedule will be limited to the extent necessary to ensure that, following such earnout, the total number of shares of common stock then beneficially owned by such AIG Shareholder and its affiliates and any other persons whose beneficial ownership of the common stock would be aggregated with the AIG Shareholder's for purposes of Section 13(d) of the Securities Exchange Act of 1934 ("1934 Act"), does not exceed 9.999% of the total number of issued and outstanding shares of common stock (including for such purpose the shares of common stock issuable upon such earnout) (a "Maximum Issuance"). For such purposes, beneficial ownership will be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. In the case where the number of Acquisition Shares to be issued to an AIG Shareholder would exceed the Maximum Issuance, then the Company will reserve that number of shares in excess of the Maximum Issuance with its Transfer Agent (the "Reserve Shares") and such Reserve Shares will be issued to the AIG Shareholder at such time that the issuance would not cause such AIG Shareholder to exceed to the 9.999% ownership limit.

Concurrently with the Closing, Dante Jones will resign as an executive officer and director of the Company; George Furlan will be appointed as interim chief executive officer, president and chief financial officer of the Company, and as a non-independent director of the Company; and Eric Bruns and Dionne Pendelton will be appointed as independent directors of the Company. The parties have 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. The Exchange Agreement contains customary representations, warranties, covenants and conditions for a transaction of this type for the benefit of the parties. Prior to the Closing, certain parties to the Share Exchange (collectively, the "Lockup Parties") will be subject to the terms of a lock-up leak-out agreement, which will provide the manner in which such Lockup Parties may sell, transfer or dispose of their shares of common stock during the 12-month period following the Closing.

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 Quarterly Report on Form 10-Q. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.

In the event the Closing is consummated on or before the New Outside Closing Date, the shares of common stock to be issued as part of the Share Exchange will be issued pursuant to exemptions from registration provided by Section 4(a)(2) and/or Regulation D of the 1933 Securities Act, as amended.

The representations, warranties and covenants contained in the Exchange Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Exchange Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Exchange Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Exchange Agreement, and not to provide investors with any other factual information regarding the Company, AIG or either of their businesses, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Securities and Exchange Commission.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Exhibit Description
10.1		Share Exchange Agreement by and between Sentient Brands Holdings Inc., AIG-F&B, Inc., and the owners of the AIG Shares (as defined therein) dated September 3, 2024 (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 9, 2024)
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*		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

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SENTIENT BRANDS HOLDINGS INC.
Date: November 19, 2024	By:	/s/ Dante Jones
		Dante Jones
		Interim Chief Executive Officer, Interim President and Director (Principal Executive Officer)
Date: November 19, 2024	By:	/s/ Dante Jones
		Dante Jones
		Interim Chief Financial Officer (Principal Financial and Accounting Officer)

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