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, 2024 and 2023, 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 23, 2024, the Company sold 480,000 shares of its common stock to an investor for $24,000. The shares were issued on April 2, 2024.

On February 15, 2024, the Company issued 500,000 shares of its common stock to an investor for $25,000. The shares were issued on April 2, 2024.

On February 22, 2024, the Company issued 1,000,000 shares of its common stock to an investor for $50,000. The shares were issued on April 2, 2024.

On February 22, 2024, the Company issued 600,000 shares of its common stock to an investor for $30,000. The shares were issued on April 2, 2024.

On February 22, 2024, the Company issued 1,000,000 shares of its common stock to an investor for $50,000. The shares were issued on April 2, 2024.

On March 14, 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 a vendor pursuant to which the vendor agreed to forgive $14,998 (the “Debt Amount”) owed by the Company to the vendor for services rendered to the Company in consideration of an issuance to the vendor of 600,000 shares of common stock of the Company registered on the Form S-8 pursuant to the Plan. The shares were issued on April 9, 2024.

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.

On September 20, 2024, the Company issued 500,000 shares of its common stock to a vendor in settlement of a trade payable of $12,000.

On December 17, 2024, the Company issued a total of 250,000 shares of its common stock to a consultant for services rendered.

On December 17, 2024, the Company issued 1,333,333 shares of its common stock to an investor for $40,000.

On December 17, 2024, the Company issued 833,333 shares of its common stock to an investor for $35,000 received during May 2024.

On December 17, 2024, the Company issued 1,000,000 shares of its common stock to an investor for $30,000.

On December 17, 2024, the Company issued 333,333 shares of its common stock to an investor for $10,000.

On December 17, 2024, the Company issued 333,333 shares of its common stock to an investor for $10,000.

On December 17, 2024, the Company issued a total of 1,000,000 shares of its common stock to a consultant for services rendered.

On December 17, 2024, the Company issued 666,667 shares of its common stock to an investor for $20,000 received during May 2024.

On December 17, 2024, the Company issued 300,000 shares of its common stock to a vendor in settlement of a trade payable of $9,000.

There were no other issuances of common stock during the year ended December 31, 2024.

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.