SENTIENT BRANDS HOLDINGS INC.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, management evaluated our disclosure controls and procedures as of September 30, 2026 and concluded that they were not effective at the reasonable assurance level because the material weaknesses previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 had not been fully remediated. These weaknesses relate to documentation of internal control policies and procedures, segregation of duties within accounting functions, and the control environment. Although written control and governance policies were adopted during the quarter, implementation and operating-effectiveness testing remain in progress.

Our principal executive officer and principal financial officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

On September 27, 2026, our Board of Directors adopted a material weakness remediation plan and related policies and procedures and established an Audit Committee comprising Derek Wyman, Chair, and Eric Bruns. The plan addresses financial reporting documentation, segregation of duties, accounting-system access, equity issuance authorization, related-party transactions, disclosure procedures and independent oversight. Implementation is proceeding in stages, subject to available resources. We will not conclude that a material weakness has been remediated until the relevant controls have operated effectively for a sufficient period and testing supports that conclusion.

Changes in Internal Controls

During the quarter ended September 30, 2026, the Company adopted the remediation plan and related policies and procedures and established the Audit Committee described above. These actions are reasonably likely to materially affect our internal control over financial reporting.