SENTIENT BRANDS HOLDINGS INC.
For the period ended Dec 31, 2024. Filed Apr 16, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 16, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-04-16.
0001731122-24-000645
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-04-16.
0001731122-25-000581
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 97 previous paragraphs and 85 current paragraphs.
69 unchanged; 16 reworded; 0 added; 12 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Removed paragraphs (12)
Previous report
On social media, we target the following audiences for our Oeuvre brand:
Previous report
Industry Overview
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
Government Regulation
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
Government Approvals
Previous report
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.
Reworded paragraphs (16)
Previous wording
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.
Current wording
Sentient Brands is a next-level product development and brand management company with a focus on building innovative brands in the Luxury and Premium Market space. The Company has a Direct-to Consumer business model focusing on the integration of wellness and beauty for conscious consumers. The Company incorporates an omnichannel approach in its marketing strategies to ensure that its products are accessible across both digital and retail channels. The Company develops and nurtures Lifestyle Brands with carefully thought-out ingredients, packaging, fragrance and design. Sentient Brands’ leadership team has extensive experience in building world-class brands such as Hugo Boss, Victoria’s Secret, Versace, and Bath & Body Works. The Company is focused on two key market segments targeting: wellness and responsible luxury, which the Company believes represent unique opportunities for its Oeuvre product line. Sentient Brands intends to leverage its in-house innovation capabilities to launch new products that “disrupt” adjacent product categories. We plan to grow by leveraging our deep connections within our existing network and attract consumers through increased brand awareness and investing in unique social media marketing. The Company’s goal is to create customer experiences that have sustainable resonance with consumers and consistently implement strategies that result in long-term profit growth for our investors.
Previous wording
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 theOeuvre collection:
Current wording
Oeuvre- ”A Body of Art” – is a next generation luxury skin care line and lifestyle brand. The foundation of our system of products is our proprietary OE Complex: Botanicals + Gemstones formulation. Each product in the Oeuvre Artistry Collection optimizes three functions: cellular energy, moisture balance, and nutrient utilization. Four products comprise theOeuvre collection:
Previous wording
We believe the benefit of onboarding this demographic toOeuvre 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.
Current wording
We believe the benefit of onboarding this demographic toOeuvre are twofold: securing valuable present customers and building relationships and business with those most likely to be amongst the most affluent consumers in the future. By the year 2025, Millennials and Generation Z will represent more than 40% of the overall luxury goods market, according to a report published by Boston Consulting Group. We seek to target such group for the sale of our Oeuvre products.
Previous wording
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.
Current wording
The Company has several third-party suppliers and is not reliant on any particular supplier for its product offerings.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
The current market is highly competitive, consisting of publicly-trade and privately-owned companies, many of which are more adequately capitalized than the Company.
Previous wording
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.
Current wording
We believe that our success depends upon our ability to attract, develop and retain key personnel. We currently employ one full-time employee. The Company otherwise currently relies on the services of independent contractors. None of our employees are covered by collective bargaining agreements, and management considers relations with our employees to be in good standing. Although we continually seek to add additional talent to our work force, management believes that it currently has sufficient human capital to operate its business successfully.
Previous wording
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.
Current wording
We have a limited operating history, and our continued growth is dependent upon the continuation of selling our products to our customers; hence generating revenues and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. We had an accumulated deficit of $4,669,826 and $3,533,380 at December 31, 2024 and 2023, respectively and a working capital deficit of $2,291,318 and $1,957,552 at December 31, 2024 and 2023, respectively. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2024 contained an explanatory paragraph regarding our ability to continue as a going concern based upon cash used in operating activities and the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These factors, among others, raised substantial doubt about our ability to continue as a going concern. Our financial statements appearing elsewhere in this report do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate significant revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
As a result of the foregoing, for the year ended December 31, 2024, loss from operations amounted to $881,648, as compared to loss from operations of $250,859 for the year ended December 31, 2023.
Previous wording
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.
Current wording
Other income (expense) was ($254,798) for the year ended December 31, 2024, compared to ($226,875) for the year ended December 31, 2023. The expenses for both years are entirely related to interest expense, including default interest.
Previous wording
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.
Current wording
Net loss for the years ended December 31, 2024 and 2023 were $1,136,446 and $477,734, respectively. The increase in Net Loss was primarily due to the increased professional fees and management fees as the Company pursues a merger opportunity.
Previous wording
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.
Current wording
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At December 31, 2024 and 2023, we had cash balance of approximately $3,432 and $1,299, respectively. These funds are kept in financial institutions located in United States.
Previous wording
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.
Current wording
Operating activities used $323,367 in cash the year ended December 31, 2024, as compared with $68,544 for the year ended December 31, 2023. Our net loss of $1,136,446 is the main component of our negative operating cash flow in 2024. This was offset for non-cash expenses that were paid with the Company’s common stock totaling $380,750 and a write down of our inventory totaling $150,000. In addition our prepaid expenses decreased by $8,453 and accounts payable increased by $149,000. For the year ended December 31, 2023, our net loss of $477,734 is the main component of our negative operating cash flow. This was offset for non-cash expenses that were paid with the Company’s common stock totaling $140,900. In addition, our inventory decreased by $24,539 and accounts payable increased by $184,849. An increase in prepaid expenses used $8,453 of cash.
Previous wording
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.
Current wording
Cash flows provided by financing activities during the year ended December 31, 2024 amounted to $325,500 as compared with $68,795 for the year ended December 31, 2023. During 2024, we received net proceeds from short term loans totaling $11,500. We also received $314,000 from the sale of common stock. During 2023, we received net proceeds from short term loans totaling $22,795. We also increased our stock subscription payable for $85,000. During 2023, we also received $38,000 from the sale of common stock and $8,000 from the exercise of warrants to purchase common stock.
Previous wording
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.
Current wording
The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the year ended December 31, 2024, the Company incurred a net loss of $1,136,446. The Company had an accumulated deficit of $4,669,826 and a working capital deficit of $2,206,318 and $1,957,552 as of December 31, 2024 and 2023, respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.