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 2024-04-10

 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, 2023

 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 30, 2023, 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 $ 1,691,996.

 As of April
10, 2024, there were 64,370,518 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 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

 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, 2023.

 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 the integration of CBD, wellness and beauty for conscious consumers. The Company incorporates an omnichannel
approach in its marketing strategies to ensure that its products are accessible across both digital and retail channels. The Company develops
and nurtures Lifestyle Brands with carefully thought-out ingredients, packaging, fragrance and design. Sentient Brands' leadership
team has extensive experience in building world-class brands such as Hugo Boss, Victoria's Secret, Versace, and Bath & Body
Works. The Company is focused on two key market segments targeting: wellness and responsible luxury, which the Company believes represent
unique opportunities for its Oeuvre product line. 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.

 Principal Products and Services

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

 Oeuvre

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

 Purifying Exfoliator

 Replenishing Facial Oil

 Ultra-Nourishing Face Cream

 Revitalizing Eye Cream

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

 Oeuvre Target Market

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

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

 CBD Enthusiasts

 Crystal Lovers

 Wellness Audience

 Makeup Artists

 Art

 Beauty

 Influencers

 Bloggers

 Suppliers

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

 Distribution

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

 1.

 Direct to Consumer online e-commerce platform

 2.

 Wholesale partners

 Marketing Strategy

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

 Growth Strategies

 To grow our company, Sentient Brands intends to:

 Create a leading consumer packaged goods company;

 Partner with established distributers and retailers;

 Focus on operational excellence and product quality; and

 Establish ongoing communication with the capital markets

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

 M&A Strategy

 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.

 Customers

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

 Intellectual Property

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

 Competition

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

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

 Industry Overview

 The market for products based on extracts of hemp
and cannabis, is expected to grow substantially over the coming years. Arcview Market Research and BDS Analytics are forecasting the combined
market to reach nearly $45 billion within the U.S. in the year 2024. While much of this market is expected to be comprised of high potency
THC-based products that will be sold in licensed dispensaries, certain research firms are still predicting the market to grow to $5.3
billion, $12.6 billion, and $2.2 billion by 2024 in the product areas of low THC cannabinoids, THC-free Cannabinoids and pharmaceutical
cannabinoids, respectively.

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

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

 Government Regulation

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

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

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

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

 Government Approvals

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

 Research and Development

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

 Employees

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

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

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

 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, 2023, we had a net loss of
$477,734, and as of December 31, 2023, we had an accumulated deficit of $3,533,380 and a working capital deficit of $1,957,552. 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.

 We are attempting launch new CBD product brands into
the marketplace. The CBD products market is relatively new, and therefore potentially more risky than other, more established product
categories. Further, we are attempting to launch new product lines containing CBD products, rather than rely on brands that we have currently
launched. 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 Can be Affected by Unusual Weather
Patterns

 Hemp cultivation can be impacted by weather patterns
and these unpredictable weather patterns may impact our client-customers' ability to harvest hemp. In addition, severe weather,
including drought and hail, can destroy a hemp crop, which could result a shortage of raw materials. If our suppliers are unable to obtain
sufficient hemp from which to process CBD, our ability to meet customer demand, generate sales, and maintain operations will be impacted.

 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.

 Changes within the cannabis industry may adversely
affect our financial performance.

 Changes in the identity, ownership structure and strategic
goals of our competitors and the emergence of new competitors in our target markets may harm our financial performance. New competitors
may include foreign-based companies and commodity-based domestic producers who could enter our specialty markets if they are unable to
compete in their traditional markets.

 We are subject to certain tax risks and treatments
that could negatively impact our results of operations.

 Section 280E of the Internal Revenue Code, as amended,
prohibits businesses from deducting certain expenses associated with trafficking-controlled substances (within the meaning of Schedule
I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the
U.S. that are permitted under applicable state laws. Although the IRS issued a clarification allowing the deduction of certain expenses,
the scope of such items is interpreted very narrowly, and the bulk of operating costs and general administrative costs are not permitted
to be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions,
there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses.

 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, 2023 and 2022, 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 Government Regulation

 Possible yet unanticipated changes in federal
and state law could cause any of our current products, containing hemp-derived CBD oil to be illegal, or could otherwise prohibit,
limit or restrict any of our products containing CBD.

 We distribute certain products containing hemp-derived CBD,
and we currently intend to develop and launch additional products containing hemp-derived CBD in the future. Until 2014, when 7 U.S. Code
§5940 became federal law as part of the Agricultural Act of 2014 (the " 2014 Farm Ac t"), products containing oils
derived from hemp, notwithstanding a minimal or non-existing THC content, were classified as Schedule I illegal drugs. The 2014 Farm Act
expired on September 30, 2018, and was thereafter replaced by the Agricultural Improvement Act of 2018 on December 20, 2018 (the " 2018
Farm Act "), which amended various sections of the U.S. Code, thereby removing hemp, defined as cannabis with less than 0.3%
THC, from Schedule 1 status under the Controlled Substances Act, and legalizing the cultivation and sale of industrial-hemp at the federal
level, subject to compliance with certain federal requirements and state law, amongst other things. More specifically, industrial hemp
is defined as "the plant Cannabis sativa L. and any part of such plant, whether growing or not, with a delta-9 tetrahydrocannabinol
concentration of not more than 0.3 percent on a dry weight basis." The hemp oil we use comports with this definition of less than
0.3% THC. THC is the psychoactive component of plants in the cannabis family generally identified as marihuana or marijuana. There is
no assurance that the 2018 Farm Act will not be repealed or amended such that our products containing hemp-derived CBD would once again
be deemed illegal under federal law.

 The 2018 Farm Act delegates the authority to the states
to regulate and limit the production of hemp and hemp derived products within their territories. Although many states have adopted laws
and regulations that allow for the production and sale of hemp and hemp derived products under certain circumstances, currently Idaho,
Mississippi and South Dakota have not adopted laws and regulations permitted by the 2018 Farm Act. No assurance can be given that such
state laws may not be implemented, repealed or amended such that our products containing hemp-derived CBD would be deemed legal in those
states that have not adopted regulations pursuant to the 2018 Farm Act, or illegal under the laws of one or more states now permitting
such products, which in turn would render such intended products illegal in those states under federal law even if the federal law is
unchanged. In the event of either repeal of federal or of state laws and regulations, or of amendments thereto that are adverse to our
intended products, we may be restricted or limited with respect to those products that we may sell or distribute, which could adversely
impact our intended business plan with respect to such intended products. Additionally, the FDA has indicated its view that certain types
of products containing CBD may not be permissible under the FDCA. The FDA's position is related to its approval of Epidiolex, a
marijuana-derived prescription medicine to be available in the United States. The active ingredient in Epidiolex is CBD. On December 20,
2018, after the passage of the 2018 Farm Bill, FDA Commissioner Scott Gottlieb issued a statement in which he reiterated the FDA's
position that, among other things, the FDA requires a cannabis product (hemp-derived or otherwise) that is marketed with a claim
of therapeutic benefit, or with any other disease claim, to be approved by the FDA for its intended use before it may be introduced into
interstate commerce and that the FDCA prohibits introducing into interstate commerce food products containing added CBD, and marketing
products containing CBD as a dietary supplement, regardless of whether the substances are hemp-derived. We do not believe that any of
our products fall within the FDA's regulatory authority reiterated by Commissioner Gottlieb in December 2018, as we have not, and
do not intend to market any of our products with a claim of therapeutic benefit or with any other disease claim. However, should any regulatory
action, including action taken by the FDA, and/or legal proceeding alleging violations of such laws could have a material adverse effect
on our business, financial condition and results of operations.

 If our hemp oil products are found to violate
federal law or if there is negative press from being in a hemp or cannabis-related business, we could be criminally prosecuted or forced
to suspend or cease operations.

 There is a misconception that that hemp and marijuana
are the same thing. This perception drives much of the regulation of hemp products. Although hemp and marijuana are both part of the cannabis
family, they differ in cultivation, function, and application. Despite the use of marijuana becoming more widely legalized, it is viewed
by many regulators and many others as an illegal product. Hemp, on the other hand, is used in a variety of other ways that include clothing,
skin products, pet products, dietary supplements (the use of CBD oil), and thousands of other applications. Hemp may be legally sold,
however the inability of many to understand the difference between hemp and marijuana often causes burdensome regulation and confusion
among potential customers. Therefore, we may be affected by laws related to cannabis and marijuana, even though our products are not the
direct targets of these laws.

 Cannabis is currently a Schedule I controlled substance
under the Controlled Substance Act ("CSA") and is, therefore, illegal under federal law. Even in those states in which the
use of cannabis has been legalized pursuant to state law, its use, possession and/or cultivation remains a violation of federal law. A
Schedule I controlled substance is defined as one that has no currently accepted medical use in the United States, a lack of safety for
use under medical supervision and a high potential for abuse. The U.S. Department of Justice (the "DOJ") describes Schedule
I controlled substances as "the most dangerous drugs of all the drug schedules with potentially severe psychological or physical
dependence." If the federal government decides to enforce the CSA in the states, persons that are charged with distributing, possessing
with intent to distribute or growing cannabis could be subject to fines and/or terms of imprisonment, the maximum being life imprisonment
and a $50 million fine.

 Notwithstanding the CSA, 29 U.S. states, the District
of Columbia and the U.S. territories of Guam and Puerto Rico allow their residents to use medical cannabis. The states of Alaska, California,
Colorado, Maine, Massachusetts, Nevada, Oregon, Vermont (effective July 1, 2018) and Washington, and the District of Columbia, allow cannabis
for adult recreational use. Such state and territorial laws are in conflict with the federal CSA, which makes cannabis use and possession
illegal at the federal level.

 However, cannabis, as mentioned above, is a schedule-I
controlled substance and is illegal under federal law. Even in those states in which the use of cannabis has been legalized, its production
and use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its
use, strict enforcement of federal laws regarding marijuana that would apply to the sale and distribution of our hemp oil products could
result in criminal charges brought against us and would likely result in our inability to proceed with our business plan.

 In addition, any negative press resulting from any
incorrect perception that we have entered into the marijuana space could result in a loss of current or future business. It could also
adversely affect the public's perception of us and lead to reluctance by new parties to do business with us or to own our Common
Stock. We cannot assure you that additional business partners, including but not limited to financial institutions and customers, will
not attempt to end or curtail their relationships with us. Any such negative press or cessation of business could have a material adverse
effect on our business, financial condition, and results of operations.

 Our product candidates are not approved by the
FDA or other regulatory authority, and we face risks of unforeseen medical problems, and up to a complete ban on the sale of our product
candidates.

 The efficacy and safety of pharmaceutical products
is established through a process of clinical testing under FDA oversight. Our products have not gone through this process because we believe
that the topical products, we sell are not subject to this process. However, if an individual were to use one of our products in an improper
manner, we cannot predict the potential medical harm to that individual. If such an event were to occur, the FDA or similar regulatory
agency might impose a complete ban on the sale or use of our products.

 Sources of hemp-derived CBD depend upon
legality of cultivation, processing, marketing and sales of products derived from those plants under state law.

 Hemp-derived CBD can only be legally produced in states
that have laws and regulations that allow for such production and that comply with the 2018 Farm Act, apart from state laws legalizing
and regulating medical and recreational cannabis or marijuana, which remains illegal under federal law and regulations. We purchase all
of our hemp-derived CBD from licensed growers and processors in states where such production is legal. As described in the preceding risk
factor, in the event of repeal or amendment of laws and regulations which are now favorable to the cannabis/hemp industry in such states,
we would be required to locate new suppliers in states with laws and regulations that qualify under the 2018 Farm Act. If we were to be
unsuccessful in arranging new sources of supply of our raw ingredients, or if our raw ingredients were to become legally unavailable,
our intended business plan with respect to such products could be adversely impacted.

 Because our distributors may only sell and ship
our products containing hemp-derived CBD in states that have adopted laws and regulations qualifying under the 2018 Farm Act,
a reduction in the number of states having such qualifying laws and regulations could limit, restrict or otherwise preclude the sale of
intended products containing hemp-derived CBD.

 The interstate shipment of hemp-derived CBD from one
state to another is legal only where both states have laws and regulations that allow for the production and sale of such products
and that qualify under the 2018 Farm Act. Therefore, the marketing and sale of our intended products containing hemp-derived CBD is limited
by such factors and is restricted to such states. Although we believe we may lawfully sell any of our finished products, including those
containing CBD, in a majority of states, a repeal or adverse amendment of laws and regulations that are now favorable to the distribution,
marketing and sale of finished products we intend to sell could significantly limit, restrict or prevent us from generating revenue related
to our products that contain hemp-derived CBD. Any such repeal or adverse amendment of now favorable laws and regulations could have an
adverse impact on our business plan with respect to such products.

 Risks Associated With Bank And Insurance Laws
And Regulations

 We and our customers may have difficulty accessing
the service of banks, which may make it difficult to sell our products and services and manage our cash flows.

 Since the commerce in cannabis, as not strictly defined
in the 2018 Farm Bill, is illegal under federal law, federally most chartered banks will not accept deposit funds from businesses involved
with cannabis. Consequently, businesses involved in the cannabis industry often have trouble finding a bank willing to accept their business.
The inability to open bank accounts may make it difficult for our customers to operate. There does appear to be recent movement to allow
state-chartered banks and credit unions to provide banking to the industry, but as of the date of this report there are only nominal entities
that have been formed that offer these services. Further, in a February 6, 2018, Forbes article, United States Secretary of the Treasury,
Steven Mnuchin, is reported to have testified that his department is "reviewing the existing guidance." But he clarified that
he doesn't want to rescind it without having an alternate policy in place to address public safety concerns.

 Financial transactions involving proceeds generated
by cannabis-related conduct can form the basis for prosecution under the federal money laundering statutes, unlicensed money transmitter
statute and the U.S. Bank Secrecy Act. Despite guidance from the U.S. Department of the Treasury suggesting it may be possible for financial
institutions to provide services to cannabis-related businesses consistent with their obligations under the Bank Secrecy Act, banks remain
hesitant to offer banking services to cannabis-related businesses. Consequently, those businesses involved in the cannabis industry continue
to encounter difficulty establishing banking relationships. Our inability to maintain our current bank accounts would make it difficult
for us to operate our business, increase our operating costs, and pose additional operational, logistical and security challenges and
could result in our inability to implement our business plan. Similarly, many of our customers are directly involved in cannabis sales
and further restrictions to their ability to access banking services may make it difficult for them to purchase our products, which could
have a material adverse effect on our business, financial condition and results of operations.

 We are subject to certain federal regulations
relating to cash reporting.

 The Bank Secrecy Act, enforced by FinCEN, requires
us to report currency transactions in excess of $10,000, including identification of the customer by name and social security number,
to the IRS. This regulation also requires us to report certain suspicious activity, including any transaction that exceeds $5,000 that
we know, suspect or have reason to believe involves funds from illegal activity or is designed to evade federal regulations or reporting
requirements and to verify sources of funds. Substantial penalties can be imposed against us if we fail to comply with this regulation.
If we fail to comply with these laws and regulations, the imposition of a substantial penalty could have a material adverse effect on
our business, financial condition and results of operations.

 Due to our involvement in the cannabis industry,
we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional
risk and financial liability

 Insurance that is otherwise readily available, such
as general liability, and directors and officer's insurance, is more difficult for us to find, and more expensive, because we are
service providers to companies in the cannabis industry. There are no guarantees that we will be able to find such insurances in the future,
or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from entering into certain
business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.

 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 2023, the highest bid price for
our common stock was $0.28 per share, while the lowest bid price during that period was $0.015 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. Because
we had been a shell company in the past, shareholders purchasing restricted securities will be unable to publicly resell their shares
until one year after this Form 8-K is filed at the earliest, if at all.

 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 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 10, 2024, there
were approximately 141 stockholders of record of our common stock, and 64,370,518 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 issuable under the Plan.

 Recent Sales of Unregistered Securities

 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 of the quarter but are listed as outstanding by the Company as of September 30, 2023.

 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.

 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, 2023.

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

 Principal Products and Services

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

 Oeuvre

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

 Purifying Exfoliator

 Replenishing Facial Oil

 Ultra-Nourishing Face Cream

 Revitalizing Eye Cream

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

 Oeuvre Target Market

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

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

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

 Women aged 30+

 Luxury Skincare Enthusiasts

 CBD Enthusiasts

 Crystal Lovers

 Wellness Audience

 Makeup Artists

 Art

 Beauty

 Influencers

 Bloggers

 Suppliers

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

 Distribution

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

 1.

 Direct to Consumer online e-commerce platform

 2.

 Wholesale partners

 Marketing Strategy

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

 Growth Strategies

 To grow our company, Sentient Brands intends to:

 Create a leading consumer packaged goods company;

 Partner with established distributers and retailers;

 Focus on operational excellence and product quality; and

 Establish ongoing communication with the capital markets

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

 M&A Strategy

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

 Industry Overview

 The market for products based on extracts of hemp
and cannabis, is expected to grow substantially over the coming years. Arcview Market Research and BDS Analytics are forecasting the combined
market to reach nearly $45 billion within the U.S. in the year 2024. While much of this market is expected to be comprised of high potency
THC-based products that will be sold in licensed dispensaries, certain research firms are still predicting the market to grow to $5.3
billion, $12.6 billion, and $2.2 billion by 2024 in the product areas of low THC cannabinoids, THC-free Cannabinoids and pharmaceutical
cannabinoids, respectively.

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

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

 Government Regulation

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

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

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

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

 Government Approvals

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

 Research and Development

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

 Employees

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

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

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

 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 $3,533,380 and a working capital deficit of $1,957,552 and $1,670,596 at December 31,
2023 and 2022, respectively. The report of our independent registered public accounting firm on our financial statements for the year ended
December 31, 2023 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.

 We sell CBD-infused products
to our customers. 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, 2023 and 2022.

 Revenue

 We did not generate significant
revenue for the years ended December 31, 2023 and 2022.

 Operating Expenses

 For the years ended December
31, 2023 and 2022:

 For the year ended December 31,

 2023

 2022

 Advertising and Marketing

 $
 1,057

 20,816

 General and Administrative

 109,533

 93,250

 Legal and Professional

 139,017

 336,660

 Office rent

 1,352

 2,043

 Management Fees

 —

 70,571

 TOTAL OPERATING EXPENSES

 $
 250,959

 $
 523,340

 Our advertising and marketing expense mainly includes our costs of branding, design and materials. The decrease of $19,759 was primarily due to the decreased use of samples to promote the product which we did not incur in 2022. We have reduced are marketing activity as we pursue a merger or acquisition

 Professional fees primarily consisted of the following:

 For the year ended December 31,

 2023

 2022

 Accounting and Auditing

 $
 62,200

 $
 46,245

 Other advisory Services

 16,817

 171,000

 Legal Fees

 60,000

 59,196

 Social Media Consulting

 —

 60,219

 $
 139,017

 $
 336,660

 Professional fees as a whole decreased by $197,643 or 59% primarily
 due to the decreased use of professional consultants to help us with our Oeuvre product. These savings were offset by increased
 accounting fees of approximately $16,000.

 Management fees primarily consisted of compensation of our Chief Operating officer and Chief Executive Officer. During the third quarter of 2022, the remaining members waived any fees until the Company is more stable financially. No management fees were taken during 2023.

 Our general and administrative costs have also increased by $16,283 or 17%. Due to 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, 2023, loss from operations amounted to $250,859, as compared to loss from operations of $522,883 for the year ended December 31, 2022.

 Other Income (Expense)

 Other income (expense) was ($226,875) for the year
ended December 31, 2023, compared to ($211,854) for the year ended December 31, 2022. 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, 2023 and December 31, 2022.

 Net Income (Loss)

 Net loss for the years ended
December 31, 2023 and 2022 were $477,734 and $734,737, respectively. The decrease in Net Loss was primarily due to the austerity measures
taken by the Company to reduce expenses and preserve cash while we pursue additional funding.

 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, 2023 and 2022, we had cash balance of approximately $1,299 and $1,048, respectively. These funds are kept in financial
institutions located in United States.

 Cash flows from Operating Activities

 Operating activities used $68,544 in cash the year
ended December 31, 2023, as compared with $312,730 for the year ended December 31, 2022. Our net loss of $477,734 is the main component
of our negative operating cash flow in 2023. 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. For the year ended December 31, 2022, our net loss of $734,737 is the
main component of our negative operating cash flow. This was offset by an increase in accounts payable of $370,897 and a decrease in inventory
of $20,765. Also included in the net loss number were non-cash expenses related to depreciation of $4,163 and stock issued for services
rendered of $26,182.

 Cash flows from Investing Activities

 There are no Investing activities in for the year
ended December 31, 2023 or 2022.

 Cash flows from Financing Activities

 Cash flows provided by financing activities
during the year ended December 31, 2023 amounted to $68,795 as compared with $217,580 for the year ended December 31, 2022. During
2023, we received net proceeds from short term loans totaling $22,795. We also received $38,000 from the sale of common stock and
$8,000 from the exercise of warrants to purchase common stock. For 2022, our positive cash consisted of net
proceeds from short term loans.

 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, 2023, the Company incurred a net
loss of $477,734. The Company had an accumulated deficit of $3,533,380 and a working capital deficit of $1,957,552 and $1,670,596 as
of December 31, 2023 and 2022, 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, 2023.

 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, 2022 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, 2023 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, 2023 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, 2023 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, 2023, 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, 2024.

 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 two members.
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 California 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, 2023, 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, 2023 and December 31, 2022, 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,

 2022

 38,250

 38,250

 Interim CEO, Interim President and Interim CFO

 2023

 George Furlan, COO

 2022

 84,000

 84,000

 2023

 The following table sets forth the cash and non-cash
compensation for the fiscal years ended December 31, 2023 and 2022, awarded to or earned by Mr. Jones, Cannavolve'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,

 2022

 President

 2023

 Outstanding Equity Awards at Fiscal Year-End Table

 The Company did not issue equity awards during the year ended December
31, 2023.

 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, 2023 and 2022.

 Option Exercises

 There were no options exercised by our named officers
during the years ended December 31, 2023 and 2022.

 Compensation of Directors

 We have no non-executive directors. Our directors
did not earn compensation for the years ended December 31, 2023 and 2022.

 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, 2024, 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 (11)

 Percentage of
 Common Stock
 (2)

 Officers and Directors

 George Furlan * (3)

 4,628,821

 7.19

 Dante Jones * (4)

 2,263,798

 3.52

 All officers and directors as a group (3 persons)

 6,292,619

 9.78

 5% Stockholders

 Principal Holdings Company (5)

 8,692,187

 13.50
 %

 Gregg Templeton (6)

 5,028,821

 7.80
 %

 James Mansour (7)

 4,400,186

 6.83

 Bogaard Holdings LLC (8)

 2,196,327

 3.41
 %

 Pure Energy 714 LLC (9)

 1,593,494

 2.48
 %

 Bagel Hole Inc. (10)

 2,832,410

 4.40
 %

 *

 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 64,370,518 shares of common stock outstanding as of April 10, 2024, together with securities exercisable or convertible into shares of common stock within 60 days of April 11, 2024 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 11, 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. As of December 31, 2022, 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 Danielle Doukas.

 (6)

 Gregg Templeton is a former employee of the Company.

 (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)

 Bogaard Holdings LLC is owned and controlled by Jelena Vadanjel.

 (9)

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

 (10)

 Bagel Hole Inc. is owned and controlled solely by Philip Romanzi, the Company's former sole officer and director.

 (11)

 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 2023 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.

 Boyle CPA LLC served as our independent auditors for
the first and second quarters of 2022. The following is a summary of the fees billed to the Company for professional services rendered
for the fiscal years ended December 31, 2023 and 2022.

 December 31,
 2023

 December 31,
 2022

 Audit Fees - Victor Mokuolu, CPA LLC

 $

 $

 Audit Fees - Boyle CPA LLC

 —

 18,000

 Audit Related Fees - Victor Mokuolu, CPA LLC

 12,750

 10,500

 Audit Related Fees - Boyle CPA LLC

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Totals

 $
 12,750

 $
 28,500

 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 2023 or 2022.

 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).

 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 16, 2024

 By:

 /s/ Dante Jones

 Dante Jones

 Interim 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/ Dante Jones

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

 April 16, 2024

 Dante Jones

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

 SENTIENT BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors

 Sentient
Brands Holdings Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Sentient Brands Holdings Inc. (the "Company") as of December
31, 2023, and December 31, 2022, and 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, 2023, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2023, and December 31, 2022, and the results of its operations and its cash flows for each of the two years
in the period ended December 31, 2023, 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 financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has suffered recurring operating losses, and had an accumulated deficit of $3,533,380 and
$3,055,646 as of December 31, 2023, and December 31, 2022 respectively. The Company also had a working capital deficit of $1,957,552,
and $1,670,596 as of December 31, 2023, and December 31, 2022 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 financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
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 financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 F- 1

 Our audits included performing procedures to assess
the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from the
current period audit of the 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 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 8, Commitments and Contingencies,
to the 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 16, 2024

PCAOB ID: 6771

 F- 2

 AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 December
 31, 2023

 December
 31, 2022

 ASSETS

 CURRENT
 ASSETS

 Cash

 $
 1,299

 $
 1,048

 Prepaid
 expenses

 8,453

 —

 Inventory,
 net of reserve to net realizable value of $ 63,477

 150,000

 238,016

 TOTAL
 NET CURRENT ASSETS

 159,752

 239,064

 FIXED
 ASSETS (net of Depreciation)

 23,742

 27,620

 TOTAL
 ASSETS

 $
 183,494

 $
 266,684

 LIABILITIES
 AND STOCKHOLDERS' DEFICIT

 CURRENT
 LIABILITIES

 Accounts
 payable and accrued expenses

 $
 725,066

 $
 540,217

 Notes
 payable

 533,191

 482,896

 Convertible
 Notes Payable

 859,047

 886,547

 TOTAL
 CURRENT LIABILITIES

 2,117,304

 1,909,660

 TOTAL
 LIABILITIES

 2,117,304

 1,909,660

 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, 2023
 and 2022

 1,000

 1,000

 Common
 Stock - Par Value of $ 0.001; 500,000,000 shares authorized; 56,140,518 and 52,420,387 shares issued and outstanding as of December
 31, 2023 and 2022, respectively

 56,141

 52,421

 Additional
 paid-in capital

 1,542,429

 1,359,249

 Accumulated
 deficit

 ( 3,533,380
)

 ( 3,055,646
)

 TOTAL
 STOCKHOLDERS' DEFICIT

 ( 1,933,810
)

 ( 1,642,976
)

 TOTAL
 LIABILITIES & STOCKHOLDERS' DEFICIT

 $
 183,494

 $
 266,684

 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,

 2023

 2022

 REVENUES:

 TOTAL REVENUES

 $

 $

 Cost of sales

 Gross (Loss) Profit

 Operating Expenses

 General and Administrative

 111,942

 116,109

 Legal and Professional

 139,017

 336,660

 Management Fees

 —

 70,571

 TOTAL OPERATING EXPENSES

 250,959

 523,340

 LOSS FROM OPERATIONS

 ( 250,859
)

 ( 522,883
)

 Other Income (Expenses)

 Interest expense

 ( 226,875
)

 ( 211,854
)

 Discount amortization

 —

 —

 Other income

 —

 —

 NET LOSS

 $
 ( 477,734
)

 $
 ( 734,737
)

 NET LOSS PER COMMON SHARE – BASIC AND DILUTED

 $
 ( 0.009
)

 $
 ( 0.014
)

 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 54,805,831

 52,104,223

 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,

 2023

 2022

 OPERATING ACTIVITIES:

 Net loss

 $

 ( 477,734

)

 $

 ( 734,737

)

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

 Depreciation expense

 3,878

 4,163

 Inventory write down to net realizable value

 63,477

 —

 Stock issued for services rendered

 13,900

 26,182

 Sale of common stock

 38,000

 —

 Stock issued for payment to vendor

 127,000

 —

 Exercise of common stock warrants

 8,000

 —

 Changes in operating assets and liabilities:

 Inventory

 24,539

 20,765

 Prepaid expenses

 ( 8,453

)

 —

 Accounts payable and accrued expenses

 184,849

 370,897

 NET CASH USED IN OPERATING ACTIVITIES

 ( 68,544

)

 ( 312,730

)

 INVESTMENT ACTIVITIES:

 Purchase of office equipment

 —

 —

 NET CASH USED IN INVESTMENT ACTIVITIES

 —

 —

 FINANCING ACTIVITIES:

 Proceeds (Payment) of loan payable

 —

 —

 Proceeds from short term loan

 22,795

 217,580

 Net proceeds from issuance of common stock

 38,000

 —

 Proceeds from exercise of wants to purchase common stock

 8,000

 —

 NET CASH PROVIDED BY FINANCING ACTIVITIES

 68,795

 217,580

 INCREASE (DECREASE) IN CASH

 ( 95,150

)

 CASH-BEGINNING OF PERIOD

 1,048

 96,198

 CASH-END OF PERIOD

 $

 1,299

 $

 1,048

 Supplemental disclosures of cash flow information:

 Cash paid during the year for:

 Interest

 $

 —

 $

 21,052

 Taxes

 $

 —

 $

 —

 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, 2023 and 2022

 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
)

 December 31, 2022

 Common Stock

 Preferred Stock

 Paid in

 Accumulated

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Total

 Balance December 31, 2021

 51,920,387

 51,921

 1,000,000

 1,000

 1,333,567

 ( 2,320,909
)

 ( 934,421
)

 Common stock issued for services rendered

 500,000

 25,682

 26,182

 Net loss

 —

 —

 ( 734,737
)

 ( 734,737
)

 Balances December 31, 2022

 52,420,387

 $
 52,421

 1,000,000

 1,000

 $
 1,359,249

 $
 ( 3,055,646
)

 $
 ( 1,642,976
)

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

 F- 6

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2023 AND 2022

 NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS

 Business description

 The financial statements presented are those of Sentient
Brands Holdings Inc. (the "Company"). The Company was incorporated under the laws of the State of California on March 22,
2004, and, until October 2016, the Company was in the business of media advertising and acquiring high-end computer and networking equipment
from resellers and end-users and then reselling this equipment at discounted prices. The Company is currently in the business of product
development and brand management with a focus on building innovative brands in the Luxury and Premium Market space. The Company has a
Direct-to Consumer business model focusing on the integration of CBD, wellness and beauty for conscious consumers. The Company incorporates
an omnichannel approach in its marketing strategies to ensure that its products are accessible across both digital and retail channels.
The Company develops Lifestyle Brands with carefully thought-out ingredients, packaging, fragrance and design. The Company's leadership
team has extensive experience in building world-class brands such as Hugo Boss, Victoria's Secret, Versace, and Bath & Body
Works. The Company is focused on two key market segments targeting: wellness and responsible luxury, which the Company believes represent
unique opportunities for its Oeuvre product line. The Company intends to leverage its in-house innovation capabilities to launch new products
that "disrupt" adjacent product categories. The Company plans to grow by leveraging its deep connections within its existing
network and attract consumers through increased brand awareness and investing in unique social media marketing. The Company's goal
is to create customer experiences that have sustainable resonance with consumers and consistently implement strategies that result in
long-term profit growth.

 On December 9, 2020, the Company filed a Certificate
of Amendment of Articles of Incorporation (the "Certificate") with the State of California to (i) effect a forward stock split
of its outstanding shares of common stock at a ratio of 7 for 1 (7:1) (the "Forward Stock Split"), (ii) increase the number
of authorized shares of common stock from 50,000,000 shares to 500,000,000 shares, and (iii) effectuate a name change (the "Name
Change"). Fractional shares that resulted from the Forward Stock Split will be rounded up to the next highest number. As a result
of the Name Change, the Company's name changed from "Intelligent Buying, Inc." to "Sentient Brands Holdings Inc.".
The Certificate was approved by the majority of the Company's shareholders and by the Board of Directors of the Company. The effective
date of the Forward Stock Split and the Name Change was March 2, 2021.

 In connection with the above, the Company filed an
Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Forward Stock Split and the Name
Change was implemented by FINRA on March 2, 2021. Our symbol on OTC Markets was INTBD for 20 business days from March 2, 2021 (the "Notification
Period"). Our new CUSIP number is 81728V 102. As a result of the name change, our symbol was changed to "SNBH" following
the Notification Period. All share and per share information has been retroactively adjusted to reflect this forward stock split.

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

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

 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,
2023 and 2022. 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.

 Reclassifications

 Certain reclassifications have been made to the 2022 presentation to make
them consistent with 2023.

 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, 2023 and 2022,
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, 2023, and 2022,
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, 2023 and 2022 are as follows:

 Summary of deferred tax assets and liabilities

 Year Ended December 31

 2023

 2022

 Deferred Tax Assets

 Net Operating Losses

 $
 605,817

 $
 520,008

 Less: Valuation Allowance

 ( 605,817
)

 ( 520,008
)

 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 %.

 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 $ 3,533,380
and $ 3,055,646
as of December 31, 2023 and 2022 respectively. The Company has a working capital deficit of $ 1,957,552 and $ 1,642,976 at December
31, 2023 and 2022, 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 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.

 As of December 31, 2023 and 2022, the Company product
inventories valued at $ 150,000 and $ 238,016, respectively are contained in our 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 $ 16,630
including default interest of $ 3,108 and $ 10,614
at December 31, 2023 and 2022, respectively. The lender agreed to extend the maturity date of the loan to January 1, 2023.

 On December 2, 2020, we issued a promissory note to
an accredited investor in consideration for $ 50,000 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, 2023 and 2022 were $ 5,312 and $ 3,000
respectively. During December 2023, the investor exercised all of the warrants for $ 4,000.

 F- 10

 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 December 31, 2023 and 2022 were $ 15,554 and $ 10,417 respectively.
During December 2023, the investor exercised all of the warrants for $ 4,000.

 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, 2023 and 2022 were $ 102,305
including default interest of $ 25,125
and $ 44,736
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, 2023 and 2022 were $ 126,954
including default interest of $ 31,825
and $ 54,033
respectively.

 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 $ 72,515 and $ 54,017 at December 31, 2023 and 2022, respectively.
The lender agreed to extend the maturity date of the loan to January 1, 2023.

 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. The lender has agreed to extend the maturity dates of
any overdue Notes to June 30, 2023. Accrued interest on these notes totaled $ 110,440 and $ 41,411 at December 31, 2023 and December 31,
2022, respectively.

 F- 11

 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, 2023 and 2022, 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.

 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.

 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.

 F- 12

 During July 2022, The Company's Chief Operating
Officer, Mr. Furlan and the Company agreed to settle an unpaid amount due under an employment agreement in full in consideration of the
issuance to Mr. Furlan of 771,242 shares of restricted common stock of the Company. The shares have not been issued as of December 31,
2022, so the balance remains in accounts payable and accrued expenses at December 31, 2022. Subsequent to December 31, 2022, the shares
were issued to Mr. Furlan on January 5, 2023. See Note 10.

 During July 2022, the Company and an independent
contractor agreed to settle in full an unpaid amount of $ 68,000 owed by the Company to the independent contractor in consideration of
the issuance to the independent contractor of 888,889 restricted shares of common stock of the Company. The shares have not been issued
as of December 31, 2022, so the balance remains in accounts payable and accrued expenses at December 31, 2022. Subsequent to December
31, 2022, the shares were issued on January 5, 2023. See Note 10.

 On August 16, 2022, the Company entered into a Settlement
and Release Agreement with Anthony L.G., PLLC ("ALG") and Laura Anthony, Esq. ("LA") pursuant to which ALG agreed
to forgive $ 23,182 (the "Debt Amount") owed by to the Company to ALG for services rendered to the Company in consideration
of an issuance to LA of 400,000 shares common stock of the Company registered on the Form S-8 pursuant to the Plan.

 On August 30, 2022, the Company entered into a Consulting
Agreement with a contractor to provide investor relation services in exchange for 100,000 shares of the Company's common stock.

 There were no other issuances of common stock during
the year ended December 31, 2022.

 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.

 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 16, 2023, which is the date the financial statements were available to be issued.

 On January 23, 2024, the Company issued 480,000
 shares of its common stock to an investor for $ 24,000.

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

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

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

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

 During February and March 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 Electro Filings LLC ("Electro") and Rudy Singh ("RS") pursuant to which Electro agreed to forgive $ 14,998
(the "Debt Amount") owed by the Company to Electro for services rendered to the Company in consideration of an issuance to
RS of 600,000 shares of common stock of the Company registered on the Form S-8 pursuant to the Plan.

 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.

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