SENTIENT BRANDS HOLDINGS INC.

To the Board of Directors and Shareholders of Sentient Brands Holdings Inc. and Subsidiaries

Opinion on the Consolidated Financial Statements

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

The consolidated financial statements of the Company as of December 31, 2024, before the adjustments described in Note 2, were audited by other auditors whose report, dated April 15, 2025, expressed an unqualified opinion on those statements.

We also have audited the adjustments described in Note 2 that were applied to restate the 2024 consolidated financial statements to correct an error. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2024 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2024 consolidated financial statements taken as a whole.

Going Concern

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

Basis for Opinion

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

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

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

Critical Audit Matter

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

Accounting for Acquisition Transactions, Valuation of Acquired Assets and Contingent Consideration

Critical Audit Matter Description

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

How We Addressed the Matter in Our Audit

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

/s/ Cathedral CPAs & Advisors, LLP

Auditor Firm ID:5732

Pleasant Hill, California

April 15, 2026

We have served as the Company’s auditor since 2025.