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 U.S. SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 20549

 FORM 10-K

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

 For the Fiscal Year Ended December 31, 2024

 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

 (Exact name of registrant as specified in its charter)

 Nevada

 86-3765910

 (State or other jurisdiction of incorporation)

 (I.R.S. Employer Identification No.)

 590 Madison Avenue, 21 st Floor

 New York, New York 10022

 (Address of principal executive offices)

 Issuer's telephone number: 646 - 202-2897

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

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller Reporting Company

 Emerging Growth Company

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

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

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

 N/A

 N/A

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

 Common Stock, par value
$0.001 per share

 (Title of class)

 As of June 28, 2024, the last business day of the
Registrant's most recently completed second fiscal quarter, the market value of our common stock held by non-affiliates was $ 4,312,825.

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

 Documents incorporated by reference: None

 FORM 10-K ANNUAL REPORT

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosure

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits

 Signatures

 FORWARD-LOOKING STATEMENTS

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

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

 ITEM 1. BUSINESS

 General

 Unless the context otherwise requires, in this report,
the terms "Sentient Brands", "Company", "SNBH", "we", or "our" refers to Sentient
Brands Holdings Inc., a Nevada corporation. The Company's principal office is located at 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.
The Company reports its operations using a fiscal year ending December 31, and the operations reported on this Form 10-K are presented
on a consolidated basis.

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

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

 Overview

 Sentient Brands is 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, 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. 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. 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.

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

 Principal Products and Services

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

 Oeuvre

 Oeuvre - "A Body of Art" – is a next generation luxury skin care
line and lifestyle brand. The foundation of our system of products is our proprietary OE Complex: Botanicals + Gemstones. 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 consumer 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

 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.

 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

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

 M&A Strategy

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

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

 Customers

 The Company's sales channels are direct to consumer and wholesale.

 Intellectual Property

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

 Competition

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

 The current market is highly competitive, consisting
of publicly-trade and privately-owned companies, many of which are more adequately capitalized than the Company.

 Industry Overview

 The market is expected to grow substantially over the coming years. Arcview
Market Research and BDS Analytics are forecasting the combined market to reach nearly $45 billion within the U.S. in the year 2024.

 Research and Development

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

 Employees

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

 Reports to Security Holders

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

 The public may read and copy any materials that we
file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site
is www.sec.gov.

 Company History

 The Company was incorporated under the laws of the
State of California on March 22, 2004, until changing its state of incorporation from California to Nevada in 2021, as further described
below.

 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.

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

 ITEM 1A. RISK FACTORS

 You should carefully consider the following
material risk factors as well as all other information set forth or referred to in this report before purchasing shares of our common
stock. Investing in our common stock involves a high degree of risk. The Company believes all material risk factors have been presented
below. If any of the following events or outcomes actually occurs, our business operating results and financial condition would likely
suffer. As a result, the trading price of our common stock could decline, and you may lose all or part of the money you paid to purchase
our common stock.

 Risks Related to Our Business and Industry

 We are an early-stage company with very limited
operating history. Such limited operating history may not provide an adequate basis to judge our future prospects and results of operations.

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

 We may fail to successfully execute our business
plan.

 Our shareholders may lose their entire investment
if we fail to execute our business plan. Our prospects must be considered in light of the following risks and uncertainties, including
but not limited to, competition, the erosion of ongoing revenue streams, the ability to retain experienced personnel and general economic
conditions. We cannot guarantee that we will be successful in executing our business plan. If we fail to successfully execute our business
plan, we may be forced to cease operations, in which case our shareholders may lose their entire investment.

 We have a history of losses and may have to
further reduce our costs by curtailing future operations to continue as a business.

 Historically we have had operating losses and our
cash flow has been inadequate to support our ongoing operations. For the year ended December 31, 2024, we had a net loss of $1,136,446,
and as of December 31, 2024, we had an accumulated deficit of $4,669,826 and a working capital deficit of $2,291,318. Our ability to fund
our capital requirements out of our available cash and cash generated from our operations depends on a number of factors, including our
ability to gain market acceptance of our products and continue growing our existing operations. If we cannot generate positive cash flow
from operations, we will have to reduce our costs and try to raise working capital from other sources. These measures could materially
and adversely affect our ability to execute our operations and expand our business.

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

 We expect to have ongoing needs for working capital
in order to fund operations and to continue to expand our operations. To that end, we may be required to raise additional funds through
equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital on favorable terms,
if at all. If we are successful, whether the terms are favorable or unfavorable, there is a potential that we will fail to comply with
the terms of such financing, which could result in severe liability for our Company. If we are unsuccessful, we may need to (a) initiate
cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities, or (d) seek protection
from creditors. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could
be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly
curtail or terminate our operations. We may seek to increase our cash reserves through the sale of additional equity or debt securities.
The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution
to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and
financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable
terms is subject to a variety of uncertainties.

 In addition, if we are unable to generate adequate
cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets,
enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that
result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

 The commercial success of our products is dependent,
in part, on factors outside our control.

 The commercial success of our products is dependent
upon unpredictable and volatile factors beyond our control, such as the success of our competitors' products. Our failure to attract
market acceptance and a sustainable competitive advantage over our competitors would materially harm our business.

 We are attempting to launch brands in new markets
and with new products. Our inability to effectively execute our business plan in relation to these new brands could negatively impact
our business.

 Launching new products into new markets is risky and
requires extensive marketing and business expertise. There can be no assurances we will have the capital, personnel resources, or
expertise to be successful in launching these new business efforts.

 Our business and financial performance may be
adversely affected by downturns in the target markets that we serve or reduced demand for the types of products we sell.

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

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

 We are involved in a highly competitive industry where
we may compete with numerous other companies who offer alternative methods or approaches, who may have far greater resources, more experience,
and personnel perhaps more qualified than we do. Such resources may give our competitors an advantage in developing and marketing products
similar to ours or products that make our products less desirable to consumers or obsolete. There can be no assurance that we will be
able to successfully compete against these other entities.

 We may be unable to respond to the rapid change
in the industry and such change may increase costs and competition that may adversely affect our business

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

 Our acquisition strategy creates risks for our
business.

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

 difficulties integrating the operations, technologies, services and personnel of the acquired companies;

 challenges maintaining our internal standards, controls, procedures and policies;

 diversion of management's attention from other business concerns;

 over-valuation by us of acquired companies;

 litigation resulting from activities of the acquired company, including claims from terminated employees, customers, former stockholders and other third parties;

 insufficient revenues to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired companies;

 insufficient indemnification or security from the selling parties for legal liabilities that we may assume in connection with our acquisitions;

 entering markets in which we have no prior experience and may not succeed;

 risks associated with foreign acquisitions, such as communication and integration problems resulting from geographic dispersion and language and cultural differences, compliance with foreign laws and regulations and general economic or political conditions in other countries or regions;

 potential loss of key employees of the acquired companies; and

 impairment of relationships with clients and employees of the acquired companies or our clients and employees as a result of the integration of acquired operations and new management personnel.

 Our management team's attention may be
diverted by recent acquisitions and searches for new acquisition targets, and our business and operations may suffer adverse consequences
as a result.

 Mergers and acquisitions are time intensive, requiring
significant commitment of our management team's focus and resources. If our management team spends too much time focused on recent
acquisitions or on potential acquisition targets, our management team may not have sufficient time to focus on our existing business and
operations. This diversion of attention could have material and adverse consequences on our operations and our ability to be profitable.

 We may be unable to scale our operations successfully.

 Our growth strategy will place significant demands
on our management and financial, administrative and other resources. Operating results will depend substantially on the ability of our
officers and key employees to manage changing business conditions and to implement and improve our financial, administrative and other
resources. If the Company is unable to respond to and manage changing business conditions, or the scale of its operations, then the quality
of its services, its ability to retain key personnel, and its business could be harmed.

 The Company may suffer from a lack of liquidity.

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

 Economic conditions or changing consumer preferences
could adversely impact our business.

 A downturn in economic conditions in one or more of
the Company's markets could have a material adverse effect on our results of operations, financial condition, business and prospects
– especially in light of the fact that we are selling products generally considered non-essential and/or discretionary. Although
we attempt to stay informed of economic and customer trends, any sustained failure to identify and respond to trends could have a material
adverse effect on our results of operations, financial condition, business and prospects.

 The requirements of remaining a public company
may strain our resources and distract our management, which could make it difficult to manage our business.

 We are required to comply with various regulatory
and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements are
time-consuming and expensive and could have a negative effect on our business, results of operations and financial condition.

 If we secure intellectual property rights in
the future, such intellectual property rights will be valuable, and if we are unable to protect them or are subject to intellectual property
rights claims, our business may be harmed.

 If we secure intellectual property rights, including
those rights related to trademarks, copyrights and trade secrets, they will be important assets for us. We do not hold any patents protecting
our intellectual property at this time. Various events outside of our control may pose a threat to any intellectual property rights that
we acquire as well as to our business. For example, we may be subject to third-party intellectual property rights claims, and our technologies
may not be able to withstand any such claims. Regardless of the merits of the claims, any intellectual property claims could be time-consuming
and expensive to litigate or settle. In addition, if any claims against us are successful, we may have to pay substantial monetary damages
or discontinue any of our practices that are found to be in violation of another party's rights. We also may have to seek a license
to continue such practices, which may significantly increase our operating expenses or may not be available to us at all. Also, the efforts
we may take to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our potential future intellectual
property rights could harm our business or our ability to compete.

 If we are unable to protect the confidentiality
of our trade secrets and know-how, our business and competitive position would be harmed.

 The Company has not currently filed for any protection
of its intellectual property. We expect to rely on trade secrets and proprietary know-how protection for our confidential and proprietary
information, and we have taken security measures to protect this information. These measures, however, may not provide adequate protection
for our trade secrets, know-how, or other confidential information. Among other things, we seek to protect our trade secrets, know-how,
and confidential information by entering into confidentiality agreements with parties who have access to them, such as our employees,
collaborators, contract manufacturers, consultants, advisors, and other third parties. We cannot guarantee that we have entered into such
agreements with each party that may have or have had access to our trade secrets or proprietary technology and processes. Moreover, there
can be no assurance that any confidentiality agreements that we have with our employees, consultants, or other third parties will provide
meaningful protection for our trade secrets, know-how, and confidential information or will provide adequate remedies in the event of
unauthorized use or disclosure of such information. Despite these efforts, any of these parties may breach the agreements and disclose
our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Monitoring
unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies
will be effective. Accordingly, there also can be no assurance that our trade secrets or know-how will not otherwise become known or be
independently developed by competitors.

 Enforcing a claim that a party illegally disclosed
or misappropriated a trade secret can be difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, trade
secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary
information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed
by a competitor, our competitive position would be materially and adversely harmed. Trade secrets and know-how can be difficult to protect
as trade secrets and know-how will over time be disseminated within the industry through independent development, the publication of journal
articles, and the movement of personnel skilled in the art from company to company or academic to industry scientific positions. If any
of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right
to prevent such competitor from using that technology or information to compete with us, which could harm our competitive position. Because
from time to time we expect to rely on third parties in the development, manufacture and distribution of our products and provision of
our services, we must,

 at times, share trade secrets with them. We seek to protect our proprietary technology in part by entering into
confidentiality agreements and, if applicable, material transfer agreements, license agreements, collaboration agreements, supply agreements,
consulting agreements or other similar agreements with our advisors, employees, collaborators, licensors, suppliers, third-party contractors,
and consultants prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the
third parties to use or disclose our confidential information, including our trade secrets and know-how. Despite the contractual provisions
employed when working with third parties, the need to share trade secrets, know-how, and other confidential information increases the
risk that such trade secrets and know-how become known by our competitors, are inadvertently incorporated into the technology of others,
or are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our know-how and
trade secrets, a competitor's discovery of our trade secrets or know-how, or other unauthorized use or disclosure would impair our
competitive position and may have an adverse effect on our business and results of operations.

 In addition, these agreements typically restrict the
ability of our advisors, employees, collaborators, licensors, suppliers, third-party contractors, and consultants to publish data potentially
relating to our trade secrets or know-how, although our agreements may contain certain limited publication rights. Despite our efforts
to protect our trade secrets and know-how, our competitors may discover our trade secrets or know-how, either through breach of our agreements
with third parties, independent development, or publication of information by any of our third-party collaborators. A competitor's
discovery of our trade secrets or know-how would impair our competitive position and have a material adverse impact on our business.

 The auditor included a "going concern"
note in its audit report.

 As noted in our audited financials for the years ended
December 31, 2024 and 2023, we've sustained recurring operating losses and our accumulated deficit raises substantial doubt about
our ability to continue as a going concern. We may not have enough funds to sustain the business until it becomes profitable. Even if
we obtain financing, we may not accurately anticipate how quickly we may use the funds and whether these funds are sufficient to bring
the business to profitability.

 We are required to comply with certain provisions
of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act") and if we fail to continue to comply,
our business could be harmed, and the price of our securities could decline.

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

 Risks Related to Our Common Stock

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

 The Company's stock price has fluctuated in the past, has recently been
volatile, and may be volatile in the future. During 2024, the highest bid price for our common stock was $0.139 per share, while the lowest
bid price during that period was $0.012 per share. The Company may incur rapid and substantial decreases in its stock price in the foreseeable
future that are unrelated to its operating performance or prospects. The stock market has experienced extreme volatility that has often
been unrelated to the operating performance of particular companies. As a result of this volatility, investors may experience losses on
their investment in the Company's common stock. The trading price of our common stock could continue to fluctuate widely due to:

 investor reaction to the Company's business strategy;

 the success of competitive products or technologies;

 regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to the Company's products;

 limited current liquidity and the possible need to raise additional capital;

 the Company's ability or inability to raise additional capital and the terms on which it raises it;

 the Company's public disclosure of the terms of any financing which it consummates in the future;

 declines in the market prices of stocks generally;

 variations in the Company's financial results or those of companies that are perceived to be similar to us;

 the Company's failure to become profitable;

 the Company's failure to raise working capital;

 announcements of technological innovations by us or our potential competitors;

 changes in or our failure to meet the expectations of securities analysts;

 new products offered by us or our competitors;

 announcements of strategic relationships or strategic partnerships;

 any acquisitions we may consummate;

 announcements by the Company or its competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments;

 cancellation of key contracts;

 the Company's failure to meet financial forecasts we publicly disclose;

 future sales of common stock, or securities convertible into or exercisable for common stock;

 adverse judgments or settlements obligating us to pay damages;

 future issuances of common stock in connection with acquisitions or other transactions;

 acts of war, terrorism, or natural disasters;

 trading volume in our stock;

 sales of the Company's common stock by it or its stockholders;

 developments relating to patents or property rights;

 general economic, industry and market conditions; and

 government regulatory changes; or

 other events or factors that may be beyond our control, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, such as the recent outbreak of the COVID-19 pandemic, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt the Company's operations, disrupt the operations of its suppliers or result in political or economic instability.

 These broad market and industry factors may seriously
harm the market price of the Company's common stock, regardless of its operating performance. Since the stock price of its common
stock has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in its common stock could incur
substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted
against companies. Such litigation, if instituted against the Company, could result in substantial costs and diversion of management's
attention and resources, which could materially and adversely affect its business, financial condition, results of operations and growth
prospects. There can be no guarantee that the Company's stock price will remain at current prices or that future sales of its common
stock will not be at prices lower than those sold to investors.

 In addition, the securities markets in general have
experienced extreme price and trading volume volatility in the past. The trading prices of securities of many companies at our stage of
growth have fluctuated broadly, often for reasons unrelated to the operating performance of the specific companies. These general market
and industry factors may adversely affect the trading price of our common stock, regardless of our actual operating performance. If our
stock price is volatile, we could face securities class action litigation, which could result in substantial costs and a diversion of
management's attention and resources and could cause our stock price to fall.

 We are be subject to the "penny stock"
rules which adversely affect the liquidity of our Common Stock.

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

 Securities which are traded on the OTCPink,
may not provide as much liquidity for our investors as more recognized senior exchanges such as the Nasdaq stock market or other national
or regional exchanges.

 In 2010, the Company's Common Stock was approved
by FINRA to trade on the OTCBB under the symbol "INTB" on an unpriced basis. There has never been a two-sided quotation for
the stock, and it has yet to trade. On December 9, 2020, the Company filed a Certificate of Amendment of Articles of Incorporation (the
"Certificate") with the State of California to (i) effect a forward stock split of its outstanding shares of common stock
at a ratio of 7 for 1 (the "Forward Stock Split"), (ii) increase the number of authorized shares of common stock from 50,000,000
shares to 500,000,000 shares, and (iii) effectuate a name change (the "Name Change"). As a result of the Name Change, the
Company's name changed from "Intelligent Buying, Inc." to "Sentient Brands Holdings Inc.". The Certificate
was approved by the majority of the Company's shareholders and by the Board of Directors of the Company. The effective date of the
Forward Stock Split and the Name Change was March 2, 2021. In connection with the above, the Company filed an Issuer Company-Related Action
Notification Form with the Financial Industry Regulatory Authority. The Forward Stock Split and the Name Change was implemented by FINRA
on March 2, 2021. As a result of the name change, our symbol was changed to "SNBH".

 The Company's Common Stock is currently quoted
on the Pink Tier of OTC Markets under the symbol of "SNBH". OTC Markets is a computer network that provides information on
current "bids" and "asks", as well as volume information. As of the date hereof, no active trading market has
developed for our Common Stock. Securities traded on OTC Markets are usually thinly traded, highly volatile, have fewer market makers
and are not followed by analysts. The SEC's order handling rules, which apply to NASDAQ-listed securities, do not apply to securities
quoted on OTC Markets. Quotes for stocks included on OTC Markets are not listed in newspapers and are often unavailable at many of the
online websites which publish stock quotes. Therefore, prices for securities traded solely on OTC Markets may be difficult to obtain and
holders of our securities may be unable to resell their securities at or near their original acquisition price, or at any price.

 Financial Industry Regulatory Authority ("FINRA")
sales practice requirements may also limit a stockholder's ability to buy and sell our Common Stock, which could depress the price
of our Common Stock.

 FINRA has adopted rules that require a broker-dealer
to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer.
Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customer's financial status, tax status, investment objectives, and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least
some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common
Stock, which may limit your ability to buy and sell our shares of Common Stock, have an adverse effect on the market for our shares of
Common Stock, and thereby depress our price per share of Common Stock.

 The sale of the additional shares of Common
Stock could cause the value of our Common Stock to decline.

 The sale of a substantial number of shares of our
Common Stock, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future
at a time and at a price that we might otherwise wish.

 The Common Stock constitutes restricted securities
and is subject to limited transferability.

 The Common Stock should be considered a long-term,
illiquid investment. The Common Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act"),
and cannot be sold without registration under the Securities Act or any exemption from registration. In addition, the Common Stock is
not registered under any state securities laws that would permit their transfer. Because of these restrictions and the absence of an active
trading market for our securities, a stockholder will likely be unable to liquidate an investment even though other personal financial
circumstances would dictate such liquidation.

 Because we will likely issue additional shares
of our Common Stock, investment in the Company could be subject to substantial dilution.

 Investors' interests in the Company will be
diluted and Investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue
500,000,000 shares of Common Stock, $0.001 par value per share, and 25,000,000 shares of preferred stock, $0.001 par value per share.
We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our Common
Stock. If we do sell or issue more Common Stock, investors' investment in the Company will be diluted. Dilution is the difference
between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us.
If dilution occurs, any investment in the Company's Common Stock could seriously decline in value.

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

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

 The SEC defines a shell company as a company that
has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents;
or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

 As a result of the Closing of the Reorganization as
described in Items 1.01 and 2.01, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.

 While we believe that as a result of the Closing of
the Reorganization, the Company ceased to be a shell company, the SEC and others whose approval is required in order for shares to be
sold under Rule 144 might take a different view.

 Rule 144 is available for the resale of securities
of former shell companies if and for as long as the following conditions are met:

 (i) the issuer of the securities
that was formerly a shell company has ceased to be a shell company,

 (ii) the issuer of the securities
is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

 (iii) the issuer of the securities
has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period
that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

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

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

 Fiduciaries investing the assets of a trust
or pension, or profit-sharing plan must carefully assess an investment in our Company to ensure compliance with ERISA.

 In considering an investment in the Company of a portion
of the assets of a trust or a pension or profit-sharing plan qualified under Section 401(a) of the Code and exempt from tax under Section
501(a), a fiduciary should consider (i) whether the investment satisfies the diversification requirements of Section 404 of ERISA; (ii)
whether the investment is prudent, since the Company's common stock shares are not freely transferable and there may not be a market
created in which the Common Stock may be sold or otherwise disposed; and (iii) whether interests in the Company or the underlying assets
owned by the Company constitute "Plan Assets" under ERISA.

 Our Common Stock price may decrease due to factors
beyond our control.

 The stock market from time to time has experienced
extreme price and volume fluctuations, which have particularly affected the market prices for emerging growth companies, and which often
have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price
of our stock, if a trading market for our stock ever develops. If our shareholders sell substantial amounts of their stock in the public
market, the price of our stock could fall. These sales also might make it more difficult for us to sell equity, or equity-related securities,
in the future at a price we deem appropriate.

 The market price of our stock may also fluctuate significantly
in response to the following factors, most of which are beyond our control:

 variations in our quarterly operating results,

 changes in general economic conditions,

 changes in market valuations of similar companies,

 announcements by us or our competitors of significant acquisitions, strategic partnerships or joint ventures, or capital commitments,

 poor reviews;

 loss of a major customer, partner or joint venture participant; and

 the addition or loss of key managerial and collaborative personnel.

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

 FINRA sales practice requirements may also limit
a stockholder's ability to buy and sell our stock.

 In addition to the "penny stock" rules
described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment
is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that
speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have
an adverse effect on the market for our shares.

 We do not intend to pay dividends for the foreseeable
future.

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

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

 If we fail to maintain effective internal controls
over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired. If we
do not maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports
filed under the Exchange Act. Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence
in the reliability and accuracy of our public reporting could cause our stock price to decline. In the past we have been delinquent in
our SEC reporting and have not maintained adequate internal control over financial reporting. We plan remain current with our filing obligations
with the SEC after the filing of this Form 8-K. However, there can be no assurance that we will be able to do so.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 Not applicable.

 ITEM 1C. CYBERSECURITY

 Not applicable

 ITEM 2. PROPERTIES

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

 ITEM 3. LEGAL PROCEEDINGS

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

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

 ITEM 4. MINE SAFETY DISCLOSURE

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 The Company's common stock is traded on OTC
Markets under the stock symbol "SNBH".

 Holders of our Common Stock

 As of April 14, 2025, there were approximately 161 stockholders of record
of our common stock, and 155,366,844 shares of common stock outstanding. This number does not include shares held by brokerage clearing
houses, depositories or others in unregistered form. The stock transfer agent for our securities is Empire Stock Transfer, Inc., 1859
Whitney Mesa Dr., Henderson, NV 89014.

 Dividends

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

 Securities Authorized for Issuance Under Equity Compensation Plans

 On August 16, 2022, the Company adopted that certain Sentient Brands Holdings
Inc. 2022 Equity Incentive Plan (the "Plan"). On August 19, 2022 the Company filed a registration statement on Form S-8 (the
"Form S-8") with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as
amended, 5,000,000 shares of common stock are issuable under the Plan.

 Recent Sales of Unregistered Securities

 On February 6, 2025, the Company issued 1,000,000
shares of its common stock to an individual for consulting services.

 On February 6, 2025, the Company issued 2,000,000
shares of its common stock to an individual for consulting services.

 On February 11, 2025, the Company issued 3,680,000
shares of its common stock to George Furlan as a bonus related to the merger.

 On February 11, 2025, the Company issued 1,700,000
shares of its common stock to James Mansour in full settlement of his amount due for past services.

 On February 20, 2025, the Company issued 3,272,031
shares of its common stock to satisfy the previous conversion of debt.

 On February 26, 2025, the Company issued 4,181,284
shares of its common stock to Pure Energy in exchange for the cancellation of all debt and related accrued interest.

 On February 26, 2025, the Company issued 11,325,837
shares of its common stock to Pure Energy in exchange for the cancellation of all debt and related accrued interest.

 On February 27, 2025, the Company issued 1,540,000
shares of its common stock to Grace Court Advisors as a bonus related to the merger.

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

 On March 11, 2025, the Company issued 1,000,000 shares
of its common stock to a service provider for services.

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

 On March 20, 2025, the Company issued 1,000,000 to
an investor who had purchased stock in May 2024, but was not issued at year end.

 On April 2, 2025, the Company issued 247,250 shares
of its common stock to an individual in exchange for the cancellation of all debt and related accrued interest.

 On April 3, 2025, the Company issued 1,032,465 shares
of its common stock to an individual in exchange for the cancellation of all debt and related accrued interest.

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

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

 Issuer Purchases of Equity Securities

 The Company has not repurchased
its securities during the year ended December 31, 2024.

 ITEM 6. SELECTED FINANCIAL DATA

 As the Company is a Smaller Reporting Company (as defined by Rule 229.10(f)(1)),
the Company is not required to provide the information under this item.

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

 The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto contained
elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements
that involve risks and uncertainties.

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

 Special Note Regarding Forward-looking Statements

 All statements other than
statements of historical fact included in this Form 10-K including, without limitation, statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" regarding our financial position, business strategy and the plans
and objectives of management for future operations, are forward-looking statements. When used in this Form 10-K, words such as "anticipate,"
"believe," "estimate," "expect," "intend" and similar expressions, as they relate to us
or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well
as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of a number of factors, including those set forth under the risk factors and business sections
in this Form 10-K.

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

 Principal Products and Services

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

 Oeuvre

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

 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, affordable luxury products positioned for them.

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

 Suppliers

 The Company has several third-party suppliers and is not reliant on any particular
supplier for its product offerings.

 Distribution

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

 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

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

 M&A Strategy

 In Q3 2022, the Company launched an M&A strategy
to identify high-margin, revenue generating businesses within above-average growth potential industry sectors as potential acquisition
targets. The Company is continuing this strategy into 2024.

 Customers

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

 Intellectual Property

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

 Competition

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

 The current market is highly competitive, consisting of publicly-trade and
privately-owned companies, many of which are more adequately capitalized than the Company.

 Research and Development

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

 Employees

 We believe that our success depends upon our ability to attract, develop and
retain key personnel. We currently employ one full-time employee. The Company otherwise currently relies on the services of independent
contractors. None of our employees are covered by collective bargaining agreements, and management considers relations with our employees
to be in good standing. Although we continually seek to add additional talent to our work force, management believes that it currently
has sufficient human capital to operate its business successfully.

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

 The primary mailing address for the Company is 590 Madison Avenue, 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.

 Going Concern

 We have a limited operating history, and our continued growth is dependent
upon the continuation of selling our products to our customers; hence generating revenues and obtaining additional financing to fund future
obligations and pay liabilities arising from normal business operations. We had an accumulated deficit of $4,669,826 and $3,533,380 at
December 31, 2024 and 2023, respectively and a working capital deficit of $2,291,318 and $1,957,552 at December 31, 2024 and 2023, respectively.
The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2024 contained
an explanatory paragraph regarding our ability to continue as a going concern based upon cash used in operating activities and the current
cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These
factors, among others, raised substantial doubt about our ability to continue as a going concern. Our financial statements appearing elsewhere
in this report do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will
be successful in our efforts to generate significant revenues or report profitable operations or to continue as a going concern, in which
event investors would lose their entire investment in our company.

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

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

 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.

 Revenue Recognition

 We recognize revenue when
persuasive evidence of an arrangement exists, delivery has occurred or products have been sold, the purchase price is fixed or determinable
and collectability is reasonably assured.

 Our customers place orders
for our products pursuant to their purchase orders and we are paid by our customers pursuant to our invoices. Each invoice calls for a
fixed payment in a fixed period of time. We recognize revenue by selling our products under our customers' purchase orders and our
related invoices to our customers. Revenue related to the sales of our products to our customers is recognized as the products are sold
and amounts are paid, using the straight-line method over the term of the sales transaction. Prepayments, if any, received from customers
prior to the products being delivered are recorded as advance from customers. In these cases, when the products are sold, the amount recorded
as advance from customers is recognized as revenue.

 Income Taxes

 We are governed by the income
tax laws of the United States. Income taxes are accounted for pursuant to ASC 740 "Accounting for Income Taxes," which is
an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences
of events that have been recognized in our financial statements or tax returns. The charge for taxes is based on the results for the period
as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively
enacted by the balance sheet date.

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

 Deferred tax is calculated
using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged
or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred
tax is changed to equity. Deferred tax assets and liabilities are offset when they related to income taxes levied by the same taxation
authority and we intend to settle its current tax assets and liabilities on a net basis.

 Stock-based Compensation

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

 Pursuant to ASC Topic 505-50, for share-based payments
to consultants and other third-parties, compensation expense is determined at the "measurement date." The expense is recognized
over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of
compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The
awards to consultants and other third parties are then revalued, or the total compensation is recalculated based on the then current fair
value, at each subsequent reporting date.

 Recent Accounting Pronouncements

 Other 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 Years
Ended December 31, 2024 and 2023.

 Revenue

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

 Operating Expenses

 For the years ended December
31, 2024 and 2023:

 2024

 2023

 Advertising and Marketing

 $
 —

 1,057

 General and Administrative

 79,790

 109,533

 Legal and Professional

 487,196

 139,017

 Office rent

 1,352

 1,352

 Write down inventory to net realizable value

 150,000

 —

 Management Fees

 163,310

 —

 TOTAL OPERATING EXPENSES

 $
 881,648

 $
 250,959

 Our advertising and marketing expense mainly includes our costs of branding, design and materials. We have eliminated our marketing activity as we pursue a merger or acquisition

 Professional fees primarily consisted of the following:

 For the year ended December 31,

 2024

 2023

 Accounting and Auditing

 $
 95,700

 $
 62,200

 Other advisory Services

 29,373

 16,817

 Legal Fees

 361,223

 60,000

 Social Media Consulting

 —

 $
 487,196

 $
 139,017

 Professional fees as a whole increased by $348,179 primarily due to the
increased legal and accounting fees related to potential merger activity.

 Management fees primarily consisted of compensation of our Chief Operating officer and a consultant. The fees increased during 2024 as the Company pursued a merger opportunity. No management fees were taken during 2023.

 Our general and administrative costs decreased by $29,743, as the Company's cash restrictions, austerity measures were implemented to reduce expenses until such time as the cash flow improves.

 Income (Loss) from
Operations

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

 Other Income (Expense)

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

 Income Taxes

 We did not have any income
taxes expense for the years ended December 31, 2024 and December 31, 2023.

 Net Income (Loss)

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

 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 December 31, 2024 and 2023, we had cash balance of approximately $3,432 and $1,299, respectively. These funds are kept in financial
institutions located in United States.

 Cash flows from Operating Activities

 Operating activities used $323,367 in cash the year
ended December 31, 2024, as compared with $68,544 for the year ended December 31, 2023. Our net loss of $1,136,446 is the main component
of our negative operating cash flow in 2024. This was offset for non-cash expenses that were paid with the Company's common stock
totaling $380,750 and a write down of our inventory totaling $150,000. In addition our prepaid expenses decreased by $8,453 and accounts
payable increased by $149,000. For the year ended December 31, 2023, our net loss of $477,734 is the main component of our negative operating
cash flow. This was offset for non-cash expenses that were paid with the Company's common stock totaling $140,900. In addition,
our inventory decreased by $24,539 and accounts payable increased by $184,849. An increase in prepaid expenses used $8,453 of cash.

 Cash flows from Investing Activities

 There are no Investing activities in for the year
ended December 31, 2024 or 2023.

 Cash flows from Financing Activities

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

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

 Going Concern

 The Company's financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During
the year ended December 31, 2024, the Company incurred a net loss of $1,136,446. The Company had an accumulated deficit of $4,669,826
and a working capital deficit of $2,206,318 and $1,957,552 as of December 31, 2024 and 2023, respectively. These factors, among others,
raise substantial doubt about the Company's ability to continue as a going concern.

 Off-balance Sheet Arrangements

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

 ITEM 7A. 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 8. FINANCIAL STATEMENTS

 The financial statements begin on Page F-1.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

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

 Management's Report on Internal Control
over Financial Reporting

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

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

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

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

 There is a strong reliance on the external attorneys to review and edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements.

 A formal audit committee has not been formed.

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

 To mitigate the current limited resources and limited
employees, we rely heavily on direct management oversight of transactions, along with the use of legal and outside accounting consultants.
As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the
internal control framework.

 These control deficiencies could result in a misstatement
of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements
may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above
together constitute a material weakness.

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

 This annual report does not include an attestation
report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report
was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission
that permit us to provide only management's report in this Annual Report on Form 10-K.

 Limitations on Effectiveness of Controls and Procedures

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

 Changes in Internal Controls

 During the year ended December 31, 2024, there have
been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially
affect our internal controls over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

 The following table sets forth the names and positions
of our current executive officers and directors as of April 11, 2025.

 Name

 Age

 Position

 Dante Jones

 Interim Chief Executive Officer, Interim President, Interim Chief Financial Officer, Interim Treasurer, Interim Secretary, and Director

 George Furlan

 Chief Operating Officer

 Background of Executive Officers and Directors

 Dante Jones, Interim Chief Executive Officer,
Interim President Interim Chief Financial Officer, Interim Treasurer, Interim Secretary, Chief Operations Officer, and Director

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

 George Furlan, Chief Operating Officer

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

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

 Board Leadership Structure and Role in Risk Oversight

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

 Composition of our Board of Directors

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

 Involvement in Certain Legal Proceedings

 To our knowledge, our directors and executive officers
have not been involved in any of the following events during the past ten years:

 1.

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

 2.

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

 3.

 being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

 4.

 being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 5.

 being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 6.

 being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Code of Ethics

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

 Nominating Committee

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

 Audit Committee

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

 Indemnification of Directors and Officers

 Our directors and executive officers are indemnified
as provided by the NEVADA law and our Bylaws. These provisions state that our directors may cause us to indemnify a director or former
director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably
incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or
satisfy a judgment. Such indemnification is at the discretion of our board of directors and is subject to the Securities and Exchange
Commission's policy regarding indemnification.

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

 Section 16(a) Beneficial Ownership Reporting Compliance

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

 ITEM 11. EXECUTIVE COMPENSATION

 Executive Officers' Compensation

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

 Summary Compensation Table

 Name and Principal Position

 Fiscal
 Year

 Salary

 Stock
 Award

 Option
 Awards

 Non-Equity
 Incentive Plan
 Compensation

 Change in
 Pension Value
 and Non-
 Qualified
 Deferred
 Compensation
 Earnings

 All Other
 Compensation

 Total

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Dante Jones,

 2023

 Interim CEO, Interim President and Interim CFO

 2024

 George Furlan, COO

 2023

 2024

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

 Name and Principal Position

 Fiscal
 Year

 Salary

 Stock Award

 Option Awards

 Non-Equity Incentive Plan Compensation

 Change in Pension Value and Non- Qualified Deferred Compensation Earnings

 All Other Compensation

 Total

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Dante Jones,

 2023

 President

 2024

 Outstanding Equity Awards at Fiscal Year-End Table

 The Company did not issue equity awards during the year ended December
31, 2024.

 Employment Agreements

 None.

 Grants of Plan Based Awards

 We did not make any plan-based equity or non-equity
awards grants to named executives during the years ended December 31, 2024 and 2023.

 Option Exercises

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

 Compensation of Directors

 We have no non-executive directors. Our directors
did not earn compensation for the years ended December 31, 2024 and 2023.

 Pension, Retirement or Similar Benefit Plans

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

 Executive Compensation Philosophy

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

 Incentive Bonus

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

 Long-Term, Stock Based Compensation

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

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

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

 Name of Beneficial Owner (1)

 Common Stock
 Beneficially
 Owned (9)

 Percentage of
 Common Stock
 (2)

 Officers and Directors

 George Furlan * (3)

 11,080,063

 9.60

 Dante Jones * (4)

 2,263,798

 1.96

 All officers and directors as a group (3 persons)

 13,343,861

 11.56

 5% Stockholders

 Pure Energy 714 LLC (8)

 15,987,121

 13.86

 Adriatic Advisors (6)

 10,467,460

 9.07

 Principal Holdings Company (5)

 8,692,187

 7.53
 %

 James Mansour (7)

 6,728,821

 5.83

 *

 Officer and/or director of the Company

 (1)

 Except as otherwise indicated, the address of each beneficial owner is c/o Sentient Brands Holdings Inc., 590 Madison Avenue, 21 st Floor, New York, NY 10022.

 (2)

 Applicable percentage ownership is based on 115,366,844 shares of common stock outstanding
as of April 14, 2025, together with securities exercisable or convertible into shares of common stock within 60 days of April 14, 2025
for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally
includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within
60 days of April 14, 2024 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage
of ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 (3)

 On December 26, 2019, the Company and George Furlan entered into a Restricted Stock Purchase Agreement pursuant to which the George Furlan purchased from the Company an aggregate of 718,403 restricted shares of common stock (the "Furlan Shares") at $0.01186 per share, subject to vesting, in consideration of an aggregate purchase price of $8,520.26. All of the Furlan Shares have vested.

 (4)

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

 (5)

 Principal Holdings Company is owned and controlled by Jelena Vadanjel.

 (6)

 Adriatic Advisors LLC is owned and controlled by Jelena Vadanjel.

 (7)

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

 (8)

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

 (9)

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

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

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE

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

 Related party transactions of the Company

 Transactions with Related Persons

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

 Procedures for Approval of Related Party Transactions

 Our Board of Directors is charged with reviewing and
approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules.
We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case
basis.

 Director Independence

 Our Board of Directors has undertaken a review of
its composition and the independence of each director. Based on the review of each director's background, employment and affiliations,
including family relationships, the Board of Directors has determined that there are no "independent directors" under the
rules and regulations of the SEC.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Victor Mokuolu, CPA LLC served as our independent
auditor beginning with the third quarter of 2022. The following is a summary of the fees billed to the Company for professional services
rendered for the fiscal year ended December 31, 2022.

 The following is a summary of the fees billed to the
Company for professional services rendered for the fiscal years ended December 31, 2024 and 2023.

 2024

 2023

 Audit Fees - Victor Mokuolu, CPA LLC

 $
 19,000

 $
 12,750

 Audit Related Fees - Victor Mokuolu, CPA LLC

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Totals

 $
 19,000

 $
 12,750

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

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

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

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

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

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

 ITEM 15. EXHIBITS

 Exhibit No.

 Exhibit Description

 2.1

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

 2.2

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

 2.3

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

 2.4

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

 2.5

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

 2.6

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

 2.7

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

 3.1

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

 3.2

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

 3.3

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

 3.4

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

 3.5

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

 3.6

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

 3.7

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

 4.1

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

 4.2

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

 4.3

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

 4.4

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

 4.5

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

 4.6

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

 4.7

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

 4.8

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

 4.9

 Form of Senior Secured Convertible Promissory Note. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 3, 2021).

 4.10

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

 4.11

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

 4.12

 Form of 18% Promissory Note of Sentient Brands Holdings Inc. issued to an accredited investor dated September 23, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).

 4.13

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

 4.14

 Form of Senior Secured Convertible Promissory Note issued to an accredited investor dated November 18, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).

 4.15

 Form of Common Share Purchase Warrant issued to an accredited investor dated November 18, 2021. (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 22, 2021).

 4.16

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

 4.17

 Settlement Agreement and Release by and among Sentient Brands Holdings Inc., and Anthony L.G., PLLC and Laura Anthony, Esq. dated August 16, 2022 (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 22, 2022).

 4.18

 Sentient Brands Holdings Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 on Form S-8 (File No. 333-266997) filed on August 19, 2022).

 4.19

 Extension Agreement by and among Sentient Brands Holdings Inc. and an accredited investor dated August 19, 2022 (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 22, 2022).

 4.20

 Form of Common Share Purchase Warrant issued to an accredited investor dated August 19, 2022 (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 22, 2022).

 4.21

 Form of Agreement by and among Sentient Brands Holdings Inc. and an accredited investor dated August 19, 2022 (Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 22, 2022).

 10.1

 Convertible Promissory Note of Intelligent Buying Inc. issued to PureEnergy714 LLC2019 (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the SEC on March 19, 2019).

 10.2

 Convertible Promissory Note issued by Jaguaring, Inc. d/b/a Cannavolve (incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed with the SEC on March 19, 2019).

 10.3

 Form of Subscription Agreement for Rule 506 Offering. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

 10.4#

 Executive Consulting Agreement between Intelligent Buying, Inc. and James Mansour dated January 8, 2020. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

 10.5#

 Employment Agreement between Intelligent Buying, Inc. and George V. Furlan dated December 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

 10.6

 Independent Contractor Agreement between Jaguaring Inc. d/b/a Cannavolve and Dante Jones dated May 1, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

 10.7

 Office Agreement for Jaguaring Inc. d/b/a Cannavolve dated May 23, 2018. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

 10.8

 Promissory Note issued by Jaguaring Inc. d/b/a Cannavolve dated June 6, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

 10.9

 Employment Agreement between Intelligent Buying, Inc. and Gregg Templeton dated February 28, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

 10.10

 Office Agreement for Jaguaring Inc. d/b/a Cannavolve dated May 23, 2018. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

 10.11

 Promissory Note issued by Jaguaring Inc. d/b/a Cannavolve dated June 11, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

 10.12

 Promissory Note issued by Jaguaring Inc. d/b/a Cannavolve dated June 6, 2019. (Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 14, 2020).

 10.13#

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

 10.14#

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

 10.15

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

 10.16

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

 14.1

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

 16.1

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

 31.1*

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

 31.2*

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

 32.1*

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

 32.2*

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

 *

 Filed herewith

 #

 Indicates management contract or compensatory plan.

 SIGNATURES

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

 Sentient Brands Holdings Inc.

 Dated: April 15, 2025

 By:

 /s/ George Furlan

 George Furlan

 Chief Executive Officer, Interim President, Interim Chief Financial Officer, and Director

 (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 POWER OF ATTORNEY

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

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

 SIGNATURE

 TITLE

 DATE

 /s/ George Furlan

 Chief Executive Officer, Interim President, Interim Chief Financial Officer, and Director

 April 15, 2025

 George Furlan

 (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 SENTIENT BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Stockholders and Board of Directors

 Sentient Brands Holdings Inc.

 Opinion on the Consolidated Financial Statements

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

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

 Substantial Doubt about the Company's ability to
continue as a Going Concern

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

 Basis for Opinion

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

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

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

 F- 1

 Critical Audit Matters

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

 Emphasis of Matters

 As discussed in Note 4, Inventories, to the consolidated
financial statements, the Company has written down the entire value of Inventory of $150,000 during the year ended December 31, 2024.
Our opinion is not modified in respect of this matter.

 As discussed in Note 8, Commitments and Contingencies,
to the consolidated financial statements, the Company is currently involved in a wage dispute with a former contractor dating back to
the third quarter of 2020. Neither party has initiated legal action at this time. The former contractor's claims is $184,000 and
the Company has reserved for the contingency in the amount of $54,000. Our opinion is not modified in respect of this matter.

 We have served as the Company's auditor
 since 2023.

 VICTOR MOKUOLU CPA
 PLLC

 Houston, Texas

 April 15, 2025

 PCAOB ID: 6771

 F- 2

 AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 December 31, 2024

 December 31, 2023

 ASSETS

 CURRENT ASSETS

 Cash

 $
 3,432

 $
 1,299

 Prepaid expenses

 —

 8,453

 Inventory, net of reserve to net realizable value of $ 213,477 and $ 63,477, respectively

 —

 150,000

 TOTAL NET CURRENT ASSETS

 3,432

 159,752

 FIXED ASSETS (net of Depreciation)

 19,864

 23,742

 TOTAL ASSETS

 $
 23,296

 $
 183,494

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES

 Accounts payable and accrued expenses

 $
 856,012

 $
 725,066

 Notes payable

 544,691

 533,191

 Convertible Notes Payable

 809,047

 859,047

 TOTAL CURRENT LIABILITIES

 2,209,750

 2,117,304

 TOTAL LIABILITIES

 2,209,750

 2,117,304

 STOCKHOLDERS' DEFICIT

 Preferred Stock – Par Value of $ 0.001; 25,000,000 shares authorized; 1,000,000 shares issued and outstanding as of December 31, 2024 and 2023

 1,000

 1,000

 Common Stock - Par Value of $ 0.001; 500,000,000 shares authorized; 70,920,517 and 56,140,518 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 70,921

 56,141

 Common Stock to be issued

 153,054

 —

 Additional paid-in capital

 2,258,397

 1,542,429

 Accumulated deficit

 ( 4,669,826
)

 ( 3,533,380
)

 TOTAL STOCKHOLDERS' DEFICIT

 ( 2,186,454
)

 ( 1,933,810
)

 TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT

 $
 23,296

 $
 183,494

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

 F- 3

 AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the year ended December 31,

 2024

 2023

 REVENUES:

 TOTAL REVENUES

 $
 —

 $

 Cost of sales

 —

 Gross (Loss) Profit

 —

 Operating Expenses

 General and Administrative

 81,142

 111,942

 Legal and Professional

 487,196

 139,017

 Management Fees

 163,310

 —

 Write off excess inventory

 150,000

 —

 TOTAL OPERATING EXPENSES

 881,648

 250,959

 LOSS FROM OPERATIONS

 ( 881,648
)

 ( 250,859
)

 Other Income (Expenses)

 Interest expense

 ( 254,798
)

 ( 226,875
)

 Discount amortization

 —

 —

 Other income

 —

 —

 NET LOSS

 $
 ( 1,136,446
)

 $
 ( 477,734
)

 NET LOSS PER COMMON SHARE – BASIC AND DILUTED

 $
 ( 0.018
)

 $
 ( 0.009
)

 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 62,697,594

 54,805,831

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

 F- 4

 AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the year ended

 December 31,

 2024

 2023

 OPERATING ACTIVITIES:

 Net loss

 $
 ( 1,136,446
)

 $
 ( 477,734
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation expense

 3,878

 3,878

 Inventory write down to net realizable value

 150,000

 63,477

 Stock issued for services rendered

 380,750

 13,900

 Stock issued for payment to vendor

 35,998

 127,000

 Changes in operating assets and liabilities:

 Inventory

 —

 24,539

 Prepaid expenses

 8,453

 ( 8,453
)

 Accounts payable and accrued expenses

 149,000

 184,849

 NET CASH USED IN OPERATING ACTIVITIES

 ( 408,367
)

 ( 68,544
)

 INVESTMENT ACTIVITIES:

 Purchase of office equipment

 —

 —

 NET CASH USED IN INVESTMENT ACTIVITIES

 —

 —

 FINANCING ACTIVITIES:

 Proceeds (Payment) of loan payable

 —

 —

 Proceeds from short term loan

 11,500

 22,795

 Net proceeds from issuance of common stock

 314,000

 38,000

 Stock subscription

 85,000

 —

 Proceeds from exercise of wants to purchase common stock

 —

 8,000

 NET CASH PROVIDED BY FINANCING ACTIVITIES

 410,500

 68,795

 INCREASE (DECREASE) IN CASH

 2,133

 CASH-BEGINNING OF PERIOD

 1,299

 1,048

 CASH-END OF PERIOD

 $
 3,432

 $
 1,299

 Supplemental disclosures of cash flow information:

 Cash paid during the year for:

 Interest

 $
 79,950

 $
 —

 Taxes

 $
 —

 $
 —

 Supplemental disclosure of non cash financing activity:

 Conversion of note payable and accrued interest into Common Stock to be issued

 $
 68,054

 $
 —

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

 F- 5

 AND SUBSIDIARIES

 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

 For the Years Ended

 December 31, 2024 and 2023

 December 31, 2024

 Common Stock

 Preferred Stock

 Common stock to be

 Paid in

 Accumulated

 Shares

 Amount

 Shares

 Amount

 issued

 Capital

 Deficit

 Total

 Balance - December 31, 2023

 56,140,518

 56,141

 1,000,000

 1,000

 —

 1,542,429

 ( 3,533,380
)

 ( 1,933,810
)

 Common stock sold to investors

 8,579,999

 8,580

 317,420

 326,000

 Common stock issued for services rendered

 5,900,000

 5,400

 375,450

 380,850

 Note payable and accrued interest converted to common stock

 —

 —

 68,054

 —

 68,054

 Subscription payable

 —

 —

 —

 —

 85,000

 —

 —

 85,000

 Common stock issued to vendor in lieu of payment

 800,000

 23,800

 23,898

 Net loss

 —

 —

 ( 1,136,446
)

 ( 1,136,446
)

 Balances December 31, 2024

 70,920,517

 $
 70,921

 1,000,000

 1,000

 153,054

 $
 2,258,397

 $
 ( 4,669,826
)

 $
 ( 2,186,454
)

 December 31, 2023

 Common Stock

 Preferred Stock

 Paid in

 Accumulated

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Total

 Balance - December 31, 2022

 52,420,387

 52,421

 1,000,000

 1,000

 -

 1,359,249

 ( 3,055,646
)

 ( 1,642,976
)

 Common stock issued for services rendered

 500,000

 13,400

 13,900

 Common stock sold to investors

 760,000

 37,240

 38,000

 Exercise warrants to purchase common stock

 800,000

 7,200

 8,000

 Common stock issued to vendor in lieu of payment

 1,660,131

 1,660

 125,340

 127,000

 Net loss

 —

 —

 -

 ( 477,734
)

 ( 477,734
)

 Balances December 31, 2023

 56,140,518

 $
 56,141

 1,000,000

 1,000

 -

 $
 1,542,429

 $
 ( 3,533,380
)

 $
 ( 1,933,810
)

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

 F- 6

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2024 AND 2023

 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 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.

 F- 7

 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.

 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 years ended December 31, 2024 and 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 years ended December 31, 2024, and 2023,
there were no stock based awards issued or outstanding.

 F- 8

 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

 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 December 31, 2024 and 2023 are as follows:

 Summary of deferred tax assets and liabilities

 Year Ended December 31

 2024

 2023

 Deferred Tax Assets

 Net Operating Losses

 $
 980,663

 $
 605,817

 Less: Valuation Allowance

 ( 980,663
)

 ( 605,817
)

 Deferred Tax Assets - Net

 $
 —

 $
 —

 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 %.

 Segment Reporting

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

 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.

 F- 9

 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. GOING CONCERN

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

 Management anticipates that the Company will be dependent,
for the near future, on additional investment capital to fund operating expenses. There are no assurances that the Company will be successful
in this or any of its endeavors or become financially viable and continue as a going concern.

 NOTE 4. 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 $ 63,477 to
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 $ 150,000 reducing the value of the inventory on hand to $ 0.

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

 NOTE 5. 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 $ 70,757 of 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 $ 0.05 per share into shares of common stock. On January 3, 2020, specific terms
were reached on the remaining $ 170,046 of the advances pursuant to an unsecured demand note. See Note 6. Accrued interest on this note
totaled $ 20,875 including default interest of $ 7,353 at December 31, 2024 and $ 16,630 including default interest of $ 3,108 at December
31, 2023. On February 26, 2025, the lender converted 100 % of the debt and all of the accrued interest into 4,181,284 shares of the Company's
common stock.

 F- 10

 On December 2, 2020, we issued a promissory note to
an accredited investor in consideration for $ 50,000 with 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 400,000 shares 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 $ 1,000,000 or (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 $ 0.20 per share. On November 29, 2021, the Company repaid principal totaling
$ 27,500, reducing the Note balance to $ 22,500. Accrued interest for this note as of December 31, 2024 and 2023 were $ 7,562 and $ 5,312
respectively. During December 2023, the investor exercised all of the warrants for $ 4,000. During the first quarter of 2025, the lender
converted 100 % of the debt and all of the accrued interest into 1,032,465 shares of the Company's common stock.

 On December 3, 2020, we issued a convertible debenture
to an accredited investor in consideration for $ 50,000 with 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 400,000 shares 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 $ 18,054 and $ 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 3,272,031 shares 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. The common shares were issued subsequent
to the year end on February 20,2025. See Note 9.

 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.
Accrued interest for this note as of December 31, 2024 and 2023 were $ 141,779 including default interest of $ 94,789 and $ 102,305 including
default interest of $ 25,125, respectively.

 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 December 31, 2024 and 2023 were $ 214,954 including default interest of $ 120,066
and $ 126,954 including default interest of $ 31,825, respectively.

 F- 11

 NOTE 6. NOTES PAYABLE

 On January 3, 2020, specific terms were reached between
the Company and Pure Energy 714 LLC on the remaining $ 170,046 of 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 $ 10,000 was received on March 16, 2021, but
subsequently returned in April 20, 2021. Accrued interest on this note totaled $ 90,521 and $ 72,515 at December 31, 2024 and 2023, respectively.
On February 26, 2025, the lender converted 100 % of the debt and all of the accrued interest into 11,325,837 shares of the Company's
common stock.

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

 During May 2024, the Company received proceeds of
$ 11,500 from 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 $ 1,357 at
December 31, 2024. During the first quarter of 2025, the lender converted 100 % of the debt and all of the accrued interest into 247,250
shares of the Company's common stock.

 NOTE 7. STOCKHOLDERS' (DEFICIT)

 Preferred stock

 The Company is authorized to issue 25,000,000 shares
of Preferred Stock, par value $.001 per share. As of December 31, 2024 and 2023, 1,000,000 shares 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 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.

 F- 12

 On January 23, 2024, the Company sold 480,000 shares
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 500,000 shares
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 1,000,000
shares 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 600,000 shares
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 1,000,000
shares 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 2,000,000
shares 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 600,000 shares 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 1,000,000 shares
of its common stock to the CEO, Dante Jones in lieu of cash payment for services.

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

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

 On December 17, 2024, the Company issued a total of
 250,000 shares of its common stock to a consultant for services rendered.

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

 On December 17, 2024, the Company issued 833,333 shares
of its common stock to an investor for $ 35,000 received during May 2024.

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

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

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

 On December 17, 2024, the Company issued a total of
 1,000,000 shares of its common stock to a consultant for services rendered.

 On December 17, 2024, the Company issued 666,667 shares
of its common stock to an investor for $ 20,000 received during May 2024.

 On December 17, 2024, the Company issued 300,000 shares
of its common stock to a vendor in settlement of a trade payable of $ 9,000.

 There were no other issuances of common stock during
the year ended December 31, 2024.

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

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

 On January 5, 2023, the Company issued 500,000 restricted
shares of its common stock to Dante Jones, the Company's interim Chief Executive Officer. The Company took a charge of $ 13,900 for
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 160,000
restricted shares of its common stock to a qualified investor for proceeds of $ 8,000. The underlying shares were not issued prior to the
end of the quarter but are listed as outstanding by the Company as of September 30, 2023.

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

 F- 13

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

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

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

 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
$ 120,000 per 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 718,403 shares 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 $ 60,000 per year. The Mansour Agreement has a term of three years from
the effective date. Pursuant to the Mansour Agreement, the Company and Mr. Mansour also entered into a into a Restricted Stock Agreement
to purchase 718,403 shares of the Company's Common Stock. On February 11, 2025, the Company issued 1,700,000 in full settlement
of all amounts due Mr. Mansour.

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

 NOTE 9. SUBSEQUENT EVENTS

 The Company has evaluated subsequent events for recognition
and disclosure through April 15, 2023, which is the date the financial statements were available to be issued.

 Entry into Material Contracts

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

 Changes to Management

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

 F- 14

 Equity Issuances in 2025

 On February 6, 2025, the Company issued 3,000,000
shares of its common stock to two individual for consulting services.

 On February 11, 2025, the Company issued 3,680,000
shares of its common stock to George Furlan as a bonus related to the merger.

 On February 11, 2025, the Company issued 1,700,000
shares of its common stock to James Mansour in full settlement of his amount due for past services. See Note 8.

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

 On February 26, 2025, the Company issued 15,507,121
shares of its common stock to Pure Energy in exchange for the cancellation of all debt and related accrued interest. See Note 5.

 On February 27, 2025, the Company issued 1,540,000
shares of its common stock to Grace Court Advisors as a bonus related to the merger.

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

 On March 11, 2025, the Company issued 1,000,000 shares
of its common stock to a service provider for services.

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

 On March 20, 2025, the Company issued 1,000,000 to
an investor who had purchased stock in May 2024, but was not issued at year end.

 On April 2, 2025, the Company issued 247,250 shares
of its common stock to an individual in exchange for the cancellation of all debt and related accrued interest. See Note 5.

 On April 3, 2025, the Company issued 1,032,465 shares
of its common stock to an individual in exchange for the cancellation of all debt and related accrued interest. See Note 5.

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