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  UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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  FORM 12b-25 SEC FILE NUMBER
    001-34861
     
    CUSIP NUMBER
  NOTIFICATION OF LATE FILING 45822D 10 2

 

(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D
☐ Form N-CEN ☐ Form N-CSR
   
  For Period Ended: December 31, 2021
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
 
For the Transition Period Ended: ____________________

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type. 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

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PART I — REGISTRANT INFORMATION

 

SENTIENT BRANDS HOLDINGS INC.
Full Name of Registrant
 
Former Name if Applicable
 
555 Madison Ave., 5th Floor
Address of Principal Executive Office (Street and Number)
 
New York, NY 10022
City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

  ☒   (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
  ☒   (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
      (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

 

The Company’s Annual Report on Form 10-K for the period ended December 31, 2021 cannot be filed within the prescribed time period because the Company requires additional time for compilation and review to ensure adequate disclosure of certain information required to be included in the Form 10-K. The Company’s Annual Report on Form 10-K will be filed on or before the 15th calendar day following the prescribed due date.

 

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PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification
 
  George Furlan   646   202-2897
  (Name)   (Area Code)   (Telephone Number)
 
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
 
  Yes☒ NO ☐
   
 
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
 
  Yes☐ NO ☒
 
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

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SENTIENT BRANDS HOLDINGS INC.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 31, 2022 By: /s/ George Furlan
    Name: George Furlan
    Title: Interim Chief Executive Officer

 

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