SENTIENT BRANDS HOLDINGS INC. 8-K

What Happened
Sentient Brands Holdings, Inc. (filed 8-K on Jan 12, 2026) told investors the Board approved a package of corporate changes on December 31, 2025 to simplify operations and strengthen governance. Key actions include addenda to Share Exchange and Drop‑Ship Manufacturing Agreements to convert certain subsidiaries (Aqua Emergency, Inc.; AIG‑F&B, Inc.; Wyoming Bears, Inc.) to wholly‑owned subsidiaries and move inventory off subsidiary balance sheets into affiliated manufacturing/fulfillment entities (recorded as prepaid deposits). The Board also dismissed its prior auditor and engaged Cathedral CPAs & Advisors LLP (engaged Jan 6, 2026) to audit FY2025 and review 2026 quarters, and approved a new project‑ and performance‑based executive/consultant compensation framework (no fixed salaries or monthly draws).

Key Details

• Board approvals dated December 31, 2025; effective date for the Wyoming Bears, Inc. (NV) Share Exchange Agreement set Jan 1, 2026.
• New auditor: Cathedral CPAs & Advisors LLP engaged Jan 6, 2026; former auditor Victor Mokuolu, CPA PLLC was dismissed with no disagreements reported.
• Inventory transfer: inventory to be moved at book value to affiliated manufacturers and recorded as prepaid manufacturing/fulfillment deposits to be applied against future services (company says structure aligns with GAAP/PCAOB).
• Corporate actions authorized: prepare for an equity credit line (initial $250,000, expandable to $1,500,000), possible OTCQB uplisting, migrate principal office and certain subsidiaries to Wyoming, open new bank/escrow accounts, and engage an independent special advisor for audit and governance.

Why It Matters
These steps aim to reduce audit complexity and operating overhead (by eliminating physical inventory on subsidiary balance sheets and moving to a drop‑ship model), tighten governance (new auditor, special advisor, Wyoming migration), and change compensation risk/reward (only project/performance pay). For investors, the actions could affect audit timelines, corporate liquidity (potential credit line), regulatory status (possible OTCQB uplisting), and execution risk tied to integrating the new fulfillment model and governance changes. The filing also contains forward‑looking statements and notes that outcomes may vary.