Statement of Ownership (sc 13g)
07 October 2021 - 3:52AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ________)*
Sentient
Brands Holdings Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
81728V102
(CUSIP
Number)
Frank
J. Gallo, 19 Blossom Hill Road, Glen Mills, PA 19342, 215.805.6008
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January
1, 2020
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule
13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 81728V102
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13G
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Page 2 of 5
Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frank
J. Gallo
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☐
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3.
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SEC
USE ONLY
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4.
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P
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
3,478,020
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
3,478,020
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8.
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SHARED
DISPOSITIVE POWER
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,478,020
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.73%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 81728V102
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13G
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Page 3 of
5 Pages
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Item
1.
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(a)
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Name
of Issuer Sentient Brands Holdings, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices 555 Madison Avenue, 5th Floor, New York, NY 10022
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Item
2.
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(a)
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Name
of Person Filing Frank J. Gallo
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(b)
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Address
of the Principal Office or, if none, residence 19 Blossom Hill Road, Glen Mills, PA 19342
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(c)
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Citizenship
USA
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(d)
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Title
of Class of Securities Common Stock
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(e)
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CUSIP
Number 81728V102
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Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
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(j)
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☐
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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3,478,020
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(b)
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Percent
of class: 6.73%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote 3,478,020
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(ii)
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Shared
power to vote or to direct the vote .0
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(iii)
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Sole
power to dispose or to direct the disposition of .3,478,020
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(iv)
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Shared
power to dispose or to direct the disposition of .0
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Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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CUSIP No. 81728V102
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13G
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Page 4 of
5 Pages
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Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐ .
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certification.
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(a)
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The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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(b)
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The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 81728V102
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13G
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Page 5 of 5
Pages
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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10/06/2021
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Date
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/s/
Frank J. Gallo
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Signature
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Frank
J. Gallo
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Name/Title
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