Sentinel Holdings Ltd 10-K for FY2024

Sentinel Holdings Ltd. (SNTL)

10-K 2025-04-28 For: 2024-12-31

Added on April 08, 2026

About this 10-K

Sentinel Holdings Ltd filed this 10-K on April 28, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $4.61M; down 47.8% from $8.82M a year earlier
Net loss: $8.45M; compared with a net loss of $2.62M a year earlier
Diluted EPS: -$0.94; compared with -$0.27 a year earlier

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Nevada		95-4363944
(State of incorporation)		(I.R.S. Employer Identification No.)

9160 South 300 West, #101, Sandy, UT		84070
(Address of principal executive offices)		(Zip Code)

Title of Each Class		Name of each exchange on which registered
None		None

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		PAGE
PART I

Item 1	Business	4
Item 1A	Risk Factors	10
Item 1B	Unresolved Staff Comments	10
Item 2	Properties	10
Item 3	Legal Proceedings	10
Item 4	Mine Safety Disclosures	10

PART II

Item 5	Market for Registrant’s Common Equity and Related Stockholder Matters	11
Item 6	[RESERVED]	14
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	25
Item 8	Financial Statements and Supplementary Data	F-1
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	26
Item 9A	Controls and Procedures	26
Item 9B	Other Information	27
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	27

PART III

Item 10	Directors, Executive Officers of the Registrant	28
Item 11	Executive Compensation	30
Item 12	Security Ownership of Certain Beneficial Holders and Management	34
Item 13	Certain Relationships and Related Transactions	35
Item 14	Principal Accountant Fees and Services	37

PART IV

Item 15	Exhibits, Financial Statement Schedules	38

Signatures		39

USS services are grouped into three main categories:
1) On Site Protection	2) Mobile Patrol	3) Event Security

	o	The breakdown and underfunding of traditional law enforcement leading to passive response to riots, resulting break-ins, shoplifting, and property destruction on the large scale (See Portland 2020).
	o	The rise of the lawless corollary on the small scale with burgeoning vagrancy, break-ins and theft (e.g., catalytic converters in automobiles, construction materials such as tools and copper conduit).
	o	The refusal of cities to enforce vagrancy laws and suppress the crime associated with chronic criminal trespassing and its detrimental effect on business. This leads to a transfer of burden to business owners who turn to private security companies to mitigate. This applies to all sectors – residential, commercial and municipal.
	o	Finally, the sense of personal physical risk has been heightened in culture leading to the need to provide protection to employees and residents. For example, employees want protection as they come and go to their vehicle in areas of high crime.

Year Ended December 31, 2024	High		Low
Fourth quarter	$	6.00	$	6.00
Third quarter	$	6.00	$	6.00
Second quarter	$	6.00	$	6.00
First quarter	$	6.00	$	6.00

Year Ended December 31, 2023	High		Low
Fourth quarter	$	6.00	$	6.00
Third quarter	$	6.00	$	6.00
Second quarter	$	6.32	$	6.00
First quarter	$	6.36	$	6.32

Quantity of Series B, preferred stock issued majority shareholder		50,000
Conversion ratio of Series B, preferred stock into common stock		50
Equivalent Series A, common shares		2,500,000
Cash offering price for common shares	$	1.00
Value of Series A, preferred stock issued	$	2,500,000

Expected term (years)	2.73
Expected volatility	52	%
Expected dividends	0.00	%
Risk free interest rate	4.60	%

	·	our ability to maintain and grow our existing customer base;

	·	the amount and timing of our cash flows and earnings, which may be impacted by customer, competitive, supplier and other dynamics and conditions;

	·	our ability to maintain or improve margins through business efficiencies;

	·	our ability to launch new product and service offerings that achieve market acceptance with acceptable margins;

	·	changes in law, economic and financial conditions, including tax law changes, changes to privacy requirements, changes to telemarketing, email marketing and similar consumer protection laws, interest and exchange rate volatility, and trade tariffs applicable to the products we sell;

	·	the impact of potential information technology, cybersecurity or data security breaches.

	·	Entities with more than 50% voting interest, unless control is not with the Company; and
	·	Variable Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i) power over significant activities and (ii) the obligation to absorb losses or receive benefits.

	Non-Controlling
	Interest
Balance at December 31, 2022	$	(29,082	)
Net loss attributable to non-controlling interest		(157,114	)
Balance at December 31, 2023		(186,196	)
Net loss attributable to non-controlling interest		(74,959	)
Balance at December 31, 2024		(261,155	)

	·	Engages in business activities from which it may earn revenues and incur expenses;
	·	Has operating results that are regularly reviewed by the Chief Operating Decision Maker (CODM), who is the Company’s Chief Executive Officer, to make decisions about resource allocation and performance assessment; and
	·	Has discrete financial information available.

	·	Allowance for doubtful accounts and other receivables
	·	Valuation of loss contingencies
	·	Valuation of stock-based compensation
	·	Estimated useful lives of property and equipment
	·	Impairment of intangible assets
	·	Implicit interest rate in right-of-use operating leases
	·	Uncertain tax positions
	·	Valuation allowance on deferred tax assets

	·	Level 1 – Quoted market prices (unadjusted) for identical assets or liabilities in active markets.
	·	Level 2 – Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities or inputs that are directly or indirectly observable.
	·	Level 3 – Unobservable inputs that require significant judgment, including management assumptions and estimates based on available market data.

	·	A review of outstanding accounts,
	·	Historical collection experience, and
	·	Current economic conditions (ASC 310-10-35-9).

	·	Records the newly issued shares at fair value;
	·	Derecognizes all related debt, derivative liabilities, and unamortized debt discounts; and
	·	Recognizes a gain or loss on debt extinguishment, if applicable (ASC 470-50-40-2).

	·	Historical earnings trends (cumulative pre-tax income or losses in the most recent three-year period)
	·	Future financial projections, including expected taxable income based on long-term estimates of business performance and market conditions
	·	Statutory carryforward periods for net operating losses and other deferred tax assets
	·	Prudent and feasible tax planning strategies that could impact the realization of deferred tax assets
	·	Nature and predictability of temporary differences and the timing of their reversal
	·	Sensitivity of financial forecasts to external factors such as commodity prices, market demand, and operational risks

	·	Exercise price – The agreed-upon price at which the option can be exercised.
	·	Expected dividends – The anticipated dividend yield over the expected life of the option.
	·	Expected volatility – Based on historical stock price fluctuations.
	·	Risk-free interest rate – Derived from U.S. Treasury securities with similar maturities.
	·	Expected life of the option – Estimated based on historical exercise patterns and contractual terms.

	·	The treatment of tax benefits and tax deficiencies in income tax reporting.
	·	The option to recognize forfeitures as they occur rather than estimating them upfront.
	·	Cash flow classification for certain tax-related transactions.

	·	Warrants issued in conjunction with common stock issuance are initially recorded at fair value as a reduction in Additional Paid-In Capital (APIC), in accordance with ASC 815-40-25.
	·	Warrants issued for services are recorded at fair value and expensed over the requisite service period or immediately upon issuance if no service period exists, as per ASC 718-10-25.
	·	Warrants classified as liabilities due to settlement features or pricing adjustments are remeasured at fair value each reporting period, with changes recognized in earnings, following ASC 815-40-35.

	·	Net earnings available to common shareholders represent net earnings to common shareholders, adjusted for the allocation of earnings to participating securities.
	·	Losses are not allocated to participating securities in accordance with ASC 260-10-45-61.
	·	The denominator includes common shares outstanding and certain other shares committed to be issued, such as restricted stock and restricted stock units (“RSUs”), for which no future service is required.

	○	Net earnings available to common shareholders
	○	Dividends on preferred shares
	○	Dividends on dilutive mandatorily redeemable convertible preferred shares
	○	Divided by the weighted average number of common shares outstanding and certain other shares committed to be issued, plus all dilutive common stock equivalents during the period, such as:

	◾	Stock options
	◾	Warrants
	◾	Convertible preferred stock
	◾	Convertible debt

	·	Principal owners of the Company.
	·	Members of management (including directors, executive officers, and key employees).
	·	Immediate family members of principal owners and members of management.
	·	Entities affiliated with principal owners or management through direct or indirect ownership.
	·	Entities with which the Company has significant transactions, where one party has the ability to exercise control or significant influence over the management or operating policies of the other.

	·	The nature of the relationship between the parties.
	·	A description of the transaction(s), including terms and amounts involved.
	·	Any amounts due to or from related parties as of the reporting date.
	·	Any other elements necessary for a clear understanding of the transactions' effects on the financial statements.

	·	Eliminates the troubled debt restructuring (TDR) model for creditors under ASC 310, "Receivables."
	·	Requires enhanced vintage disclosures related to credit losses, including gross write-offs by year of origination.
	·	Updates the accounting guidance under ASC 326, "Financial Instruments – Credit Losses," to enhance disclosures regarding loan refinancings and restructurings for borrowers experiencing financial difficulty.

	·	Requiring enhanced disclosures of significant segment expenses.
	·	Aligning segment reporting requirements with information regularly reviewed by management.

	·	Standardizing and disaggregating rate reconciliation categories.
	·	Requiring disclosure of income taxes paid by jurisdiction.

·	Net loss of $8,450,552; and

·	Net cash used in operations was $32,707

·	Accumulated deficit of $22,291,520

·	Stockholders’ deficit of $4,330,672; and

·	Working capital deficit of $4,419,731

	·	Expand into new and existing markets,
	·	Obtain additional debt and/or equity-based financing,
	·	Collaborations with other operating businesses for strategic opportunities; and
	·	Acquire other businesses to enhance or complement our current business model while accelerating our growth.

		Page(s)

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6797)		F-2

Consolidated Balance Sheets		F-3

Consolidated Statements of Operations		F-4

Consolidated Statements of Changes in Stockholders' (Deficit) Equity		F-5 - F-6

Consolidated Statements of Cash Flows		F-7

Notes to Consolidated Financial Statements		F-8 - F-58

	December 31, 2024			December 31, 2023


Assets

Current Assets
Cash	$	222,202		$	45,551
Accounts receivable - net		224,704			720,112
Prepaids and other		8,171			42,724
Total Current Assets		455,077			808,387

Due from related party		-			7,400

Intangible assets - net		-			2,088,274

Property and equipment - net		105,000			159,142

Operating lease - right-of-use asset		259,666			346,986

Total Assets	$	819,743		$	3,410,189

Liabilities and Stockholders' Deficit

Current Liabilities
Accounts payable and accrued expenses	$	3,528,655		$	1,669,908
Due to related parties		-			7,960
Notes payable - net		411,890			536,251
Convertible notes payable		35,000			35,000
Loans payable		477,840			760,842
Derivative liabilities		338,061			175,045
Operating lease liability		83,362			81,805
Total Current Liabilities		4,874,808			3,266,811

Long Term Liabilities
Notes payable - net		-			110,287
Loans payable - net		67,800			67,800
Operating lease liability		207,807			288,413
Total Long Term Liabilities		275,607			466,500

Total Liabilities		5,150,415			3,733,311

Commitments and Contingencies

Stockholders' Deficit
Preferred stock - $0.001 par value; 1,000,000 authorized		-			-
Series A Preferred stock - $0.001 par value; 2,000,000 shares authorized 400,000 shares issued and outstanding, respectively		400			400
Series B Convertible Preferred stock - $0.001 par value; 1,000,000 shares authorized 50,000 shares issued and outstanding, respectively		50			-
Common stock - $0.001 par value, 90,000,000 shares authorized 9,371,429 and 9,064,129 shares issued and outstanding, respectively		9,371			9,064
Additional paid-in capital		18,212,182			13,769,537
Accumulated deficit		(22,291,520	)		(13,915,927	)
Deficit attributable to stockholders of Sentinel Holdings Ltd		(4,069,517	)		(136,926	)
Accumulated other comprehensive loss		(261,155	)		(186,196	)
Total Stockholders' Deficit		(4,330,672	)		(323,122	)

Total Liabilities and Stockholders' Deficit	$	819,743		$	3,410,189