SENTIENT BRANDS HOLDINGS INC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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

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

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

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

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

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

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

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

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

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

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

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

On April 15, 2025, the Company issued 300,000 shares to a consultant for management services.

On April 16, 2025, the Company issued 2,000,000 shares to a service provider for services provided related to the merger with AIG.

On April 17, 2025, the Company issued 430,000 shares to a consultant for management services.

On April 28, 2025 the Company sold 600,000 shares of its common stock to an investor for $30,000. As of the date of this filing, the shares have not yet been issued.

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 Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the issuances of the above securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. The investors in these securities are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act. As of the date hereof, the Company is obligated on the above notes issued to the investor. The above notes are a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company.

The foregoing information is a summary of each of the agreements involved in the transaction 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 Quarterly Report on Form 10-Q. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.