July 20, 2022
United States Securities
and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Attn: Janice Adeloye; Brian Fetterolf
100 F Steet, N.E.
Washington, D.C. 20549
Re: Sentient Brands Holdings, Inc.
Offering Statement on Form 1-A
Post Qualification Amendment No. 1
File No. 024-11664
Filed July 12, 2022
Dear Ms. Adeloye and Mr. Fetterolf:
Pursuant to Rule 252(e) promulgated under the Securities Act of 1933, as amended (the “Act”), Sentient Brands Holdings, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) issue a qualification order for the above referenced Offering Statement on Form 1A, so that it may be qualified by 4:00 pm., Eastern Time on Friday, July 22, 2022, or as soon thereafter as is practicable.
We understand that the Commission has completed its review and has no further comments.
The Company is aware of its responsibilities under the Act, as they relate to this offering of securities. As requested, the Company further acknowledges that:
| ● | Should the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing; | |
| ● | The action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company from its responsibility for the adequacy and accuracy of the disclosures in the filing; and | |
| ● | The Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
If you have any questions, please contact our counsel, Jonathan Leinwand (954) 903-7856. Thank you in advance for your assistance.
Very Truly Yours,
SENTIENT BRANDS HOLDINGS, INC.
By:/s/ Dante Jones
Dante Jones, Interim Chief Executive Officer, Interim President, Interim Chief Financial Officer, Interim Treasurer and Interim Secretary