Sentinel Holdings Ltd 10-K for FY2025
Sentinel Holdings Ltd. (SNTL)
About this 10-K
Sentinel Holdings Ltd filed this 10-K on June 5, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.93M
- compared with $0 a year earlier
- Net income
- $1.66M
- Diluted EPS
- $9,390,000.00
- up 96.9% from $4,770,000.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
FOR THE FISCAL YEAR ENDED
or
COMMISSION FILE NUMBER
FKA JAMES MARITIME HOLDINGS INC. |
(Exact name of registrant as specified in its charter) |
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(State of incorporation) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Name of each exchange on which registered |
None |
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Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240 10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 29, 2026, there were outstanding
As of June 2, 2026, the Company had an aggregate market value of its common stock of $
SENTINEL HOLDINGS LTD
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2025
TABLE OF CONTENTS
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Forward-Looking Statements
This Form 10-K annual report contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this prospectus regarding our strategy, future events, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, among others, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “would,” “will,” “should,” “could,” “objective,” “target,” “ongoing,” “contemplate,” “potential”, or “continue” or the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, without limitation, statements about:
| · | Our ability to generate or secure sufficient funding to support our growth strategy; |
| · | Future sales of our common stock that could depress the trading price of our common stock on the OTC, lower our value and make it more difficult for us to raise capital; |
| · | Our ability to compete effectively; |
| · | Our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, and our ability to achieve and maintain future profitability; |
| · | Our expectations regarding outstanding litigation; |
| · | Our expectations and management of future growth; |
| · | Our ability to maintain, protect and enhance our intellectual property; |
| · | Our expectations regarding the effects of existing and developing laws and regulations; |
| · | Our beliefs regarding our liquidity and sufficiency of cash to fund our operations; and |
| · | The other matters described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.” |
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results may differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.
You should read this Form 10-K Annual Report, and other documents that we reference herein which we have filed with the SEC, with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.
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PART I
Item 1. Business.
Overview
Sentinel Holdings Ltd, a Nevada corporation (“Sentinel” or the “Company”), conducts its business through its wholly owned subsidiaries, Sentry Protective Services, Inc. (“Sentry”), United Security Specialists Inc. (“USS”), and its majority-owned subsidiary, Gladiator Solutions Inc. (“Gladiator”). Effective April 2, 2025, the Company changed its name to Sentinel Holdings Ltd.
Through its subsidiaries, Sentry and USS, the Company provided professional security personnel and services during the years ended December 31, 2025 and 2024 while Gladiator’s operations, which previously focused on personal protective products, were limited due to ongoing litigation. All three subsidiaries are based in California.
Effective February 28, 2026 and as further described in the Company’s financial statements, Note 21, Subsequent Events, the Company sold all of its equity interest in USS to a third party.
Our Company History
Sentinel was originally incorporated under the laws of the State of Delaware in 1992 as Out-Takes, Inc. The Company developed and managed franchised personal portrait locations until 1996 when it shifted its focus towards the acquisition and management of a waste gas electricity plant under the name James Maritime Holdings Inc. Neither of those ventures were successful and between 2007 and 2014 the Company undertook the process of divesting itself of assets, unwinding contracts, and reorganizing its business.
In 2015 the Company was redomiciled from Delaware to Nevada, changed its name to Sentinel Holdings Ltd, and began to pursue a growth strategy through mergers and acquisitions in the private security and personal protective equipment industries, as well as in other business verticals that management deems to be of strategic importance.
In 2021, the Company entered into a share exchange agreement with Gladiator Solutions, Inc. and certain shareholders of Gladiator, and the Company acquired a majority of the issued and outstanding capital stock of Gladiator in exchange for a new issuance of Company common stock.
In 2022, the Company entered into a share exchange agreement with United Security Specialists, Inc. (“USS”) and the shareholders of USS, and the Company acquired all of the issued and outstanding capital stock of USS in exchange for a new issuance of Company common stock.
Effective July 17, 2024, the Company effectuated a name change from James Maritime Holdings, Inc. to Sentinel Holdings Ltd. The name change was conducted in order to better reflect the current business activities of the Company and provide better transparency to the markets and its shareholders. The Company received approval from FINRA regarding this name change on April 5, 2025.
Effective October 16, 2025 and through its newly formed Sentry subsidiary, the Company acquired the client contracts for professional security services and certain other assets of an entity located in California. Effective that same date, the Company combined the day-to-day activities of USS with Sentry for logistical and operational purposes.
Effective February 28, 2026 and as further described in the Company’s financial statements, Note 21, Subsequent Events, the Company sold all of its equity interest in USS to a third party.
The Company continues to aggressively pursue a growth by acquisition model and is currently identifying other potentially attractive M&A candidates in the private security and personal protective equipment industries, as well as in other business verticals that management deems to be of strategic importance.
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Our Business and Recent Developments
During the years ended December 31, 2025 and 2024, the Company’s primary business focused upon providing armed and unarmed security services through its Sentry and USS subsidiaries. They offer professional security personnel and services, including on-site protection, mobile patrol, and event security, enhanced by smartphone-based security applications. They operate primarily in California and serve a diverse clientele, including businesses, residential communities, and event organizers.
The Company’s remaining subsidiary, Gladiator, previously focused on the production and sale of personal protective products, including body armor and ballistic plates. However, as of mid-2023, the Company ceased selling personal protective equipment under the Gladiator brand due to litigation wherein the Company is seeking damages from the prior Gladiator management. Presently, Gladiator’s operations are suspended, and the Company may relaunch the product line and expand its offerings once such litigation is resolved.
Effective October 16, 2025 and through its newly formed Sentry subsidiary, the Company acquired the client contracts for professional security services of an entity located in California for cash consideration of $650,000 plus additional cash of $150,000 on April 16, 2026 provided those contracts continue to provide at least 80% of the level of revenue per month as they were as of the date of the closing. Effective that same date, the Company combined the day-to-day activities of USS with Sentry for logistical and operational purposes.
Effective December 31, 2025 and as more fully described in Note 17, Business Reassessment and Repositioning Adjustment, to the Company’s financial statements included elsewhere in this document, Management evaluated the propriety of certain assets and liabilities previously carried on its balance sheet and made adjustments thereto. Such adjustments had the net effect of recording a Business Reassessment and Repositioning Adjustment benefit of $2,205,292 in the Consolidated Statement of Operations for the year then ended as discussed in the footnotes to those financial statements.
The Company has developed a business plan which includes a growth strategy through the acquisition of established businesses in the United States servicing the private security industry and expansion of services to existing and future clients. Management is actively identifying acquisition candidates with technologies in unmanned systems, space and satellite communications, electronic warfare, and Command, Control, Communication, Computing, Combat, Intelligence Surveillance and Reconnaissance (“C5ISR”) systems. The Company believes that increasing compliance requirements, such as the Cyber Security Maturity Model Certification, will create opportunities for consolidation in the defense and security sectors. Further, the Company plans to expand its traditional security guard services and take advantage of advancements in technologies including smart drone technologies for patrol purposes, automated remote video monitoring for increased effectiveness and efficiency, and artificial intelligence wherever possible. The Company plans to pursue opportunities focused in major domestic cities and on private and governmental outsourcing initiatives where demand is greatest and profit margins are highest.
Industry Background
The security services industry consists of companies who provide private physical security services, such as guards and patrol vehicles, as well as additional ancillary services such as alarm systems, cyber security, background screening, investigation, risk analysis, and security consultancy services. As a significant portion of the US population has consistently valued safety and security as one of the most important aspects of domestic life, the US security services industry is as relevant as ever.
The size of and opportunity in the US private security market is massive. According to various sources, the total market value was approximately $250 billion in 2024 and it is expected to grow at a compounded rate of between 5% and 9% over the next decade with some projections reaching as high as $623 billion by 2034.
Such anticipated growth is driven by numerous factors including the increasing use of outsourced security services by businesses, private individuals, and governmental entities seeking enhanced efficiency and effectiveness. Additionally, with issues such as political instability and wealth inequality becoming more of a feature in US society, the likelihood for the continuing and increasing use of private and/or outsourced security services remains high. This has been backed by the increasing market size of the industry.
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Our Approach to Servicing Our Clients
Our mission is to recruit right, train right, and respond proactively utilizing the latest industry technologies and techniques. Our clients expect day-to-day quality, consistency, and professionalism. We believe our security personnel are more experienced, better supervised, and more dedicated to the highest level of work than our competitors.
Our team members are highly trained and committed professionals from law enforcement, military, and security veterans’ communities who are all specialize in providing one thing... the security needed by our clients. We take pride in delivering the highest level of service to our clients. Therefore, we have a robust qualifying process to ensure all our team members are not just qualified but also enthusiastic and professional.
Our business is built on ethics and integrity. Kyle Madej, a co-founder of USS, became engaged in the security services in 2017 when he discovered a number of industry practices that were neither ethical nor acceptable. Starting USS was an exciting endeavor that had allowed him to apply years of experience with solid work ethic and integrity. We value every client that has partnered with us, and we work to establish a solid relationship with our team members. We believe it is those strong relationship bonds that help our Company continue to grow and to serve more valued partners.
We pride ourselves in providing the most reliable protection in the security guard industry. With over ten years of experience, we have proven to be unshakable and trustworthy. To enhance our service, we proactively implemented the latest technology into our process. For example, with our mobile application provided by SilverTrac, our guards are able to check in, make reports, and take photos in real time as they patrol. Presently and as mentioned in the preceding section, we are expanding and taking advantage of advancements in technologies and artificial intelligence for increased effectiveness and efficiency in the service of our clients.
Our Competitive Strengths
Our competitive edge in the security industry lies in our in-field support and quality control through responsiveness to customers, investment in technology, and our supervisors and our administrative support. For guard services, this allows us to minimize the number one strategic risk for our industry, which is litigation risk. Another competitive advantage that we have is our access to a pipeline of highly professional, military-trained and experienced personnel for our high-end clients facing significant threats such as schools, houses of worship, and public venues.
Our Growth and Marketing Strategy
The elements of our growth strategy start with our commitment to continuous capital reinvestment into our Company, its subsidiaries and our strategic industry partners. We lead by example and set the pace for our industry in order to attract the leading regional security companies and protective products companies to join us as stakeholders. The core of our business growth strategy is to engage directly with our community stakeholders in growing urban markets where the breakdown of cultural values and community investment has left a vacuum of need.
In summary, our growth and marketing strategy can be summarized in the following points:
| · | Expand the Company’s presence in existing markets and penetrate new ones; |
| · | Collaborate with other operating businesses for strategic opportunities; and |
| · | Acquire other businesses to enhance or complement our current business model while accelerating our growth |
We will need additional capital to pursue all aspects of our growth strategy. The availability, source, and terms for such capital is uncertain as of this date.
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Our Corporate Information
Our headquarters and principal executive offices are located at 44262 North Division Street, Lancaster, CA 92535 and our phone number is 408-750-0038.
Our Internet website address is sentinelholdingsltd.net. The information contained on, or that can be accessed through, our website is not a part of this document. We have included our website address in this document solely as an inactive textual reference.
Employees
As of December 31, 2025, we had 189 employees.
Item 1A. Risk Factors.
General
In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our industry and the Company could have a material and adverse impact on our business, financial condition, results of operations and cash flows. You should carefully consider the risks described below and in our subsequent periodic filings with the SEC. The following risk factors should be read in conjunction with "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and related notes in this Annual Report on Form 10-K.
Risks Relating to Our Business
We have incurred net losses and cannot assure you that we will achieve or maintain profitable operations.
Our net losses from operations were $4,462,697 and $7,916,574 for the years ended December 31, 2025, and 2024, respectively. We may continue to incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications, delays and other unknown events.
We anticipate that our operating expenses will increase substantially in the foreseeable future as we undertake increased development and production efforts to support our business and increase our marketing and sales efforts to drive an increase in the number of our product offerings and an increase in customers purchasing our products and services. These expenditures may make it more difficult to achieve and maintain profitability. In addition, our efforts to grow our business may be more expensive than we expect, and we may not be able to generate sufficient revenue to offset increased operating expenses. If we are forced to reduce our expenses, our growth strategy could be compromised. To offset these anticipated increased operating expenses, we will need to generate and sustain significant revenue levels in future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase our level of profitability.
Accordingly, we cannot assure you that we will achieve sustainable operating profits as we continue to expand our infrastructure, further develop our marketing efforts, and otherwise implement our growth initiatives. Any failure to achieve and maintain profitability would have a materially adverse effect on our ability to implement our business plan, our results and operations, and our financial condition, and could cause the value of our common stock, to decline, resulting in a significant or complete loss of your investment.
We will need to raise additional capital to fund new products and services, and further expand our existing operations.
Based on our current business plan, we believe our current cash, cash equivalents and marketable securities may be sufficient to meet our anticipated cash requirements over at least the next 12 months If our available cash balances and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, or we make new acquisitions, we likely will seek to sell common or preferred equity or convertible debt securities, enter into a credit facility or another form of third-party funding, or seek other debt financing.
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We may consider raising additional capital in the future to further expand our business, to pursue strategic investments, to take advantage of financing opportunities, or for other reasons. We expect that we will need additional liquidity and capital resources through debt and/or equity financings to fulfill our anticipated future product and services development efforts. We may not be able to obtain adequate financing in a timely manner, on commercially reasonable terms or at all. Our failure to raise sufficient capital in a timely manner will restrict our growth and hinder our ability to compete. Our failure to obtain timely and adequate capital could have a material adverse effect on our business, financial condition and results of operations.
No assurances can be given that we will be successful in obtaining additional financing in the future. Any future financing that we may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to our common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. At a minimum, we expect these covenants to include restrictions on our ability to pay dividends on our common stock. Any failure to comply with these covenants would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.
If adequate funds are not available, we may be required to delay, scale back or eliminate portions of our operations and product development efforts or to obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our technologies or potential products or other assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our proprietary technology and other important assets and could also adversely affect our ability to fund our continued operations and our development efforts and adversely affect our business.
Our future growth is dependent upon our ability to keep pace with rapid technological and industry changes in order to develop or acquire new technologies for our products and service introductions that achieve market acceptance with acceptable margins.
Our business operates in a market that is characterized by rapidly changing technologies, evolving industry standards, potential new entrants and changes in customer needs and expectations. For example, a number of cable and other telecommunications companies and large technology companies with home automation solutions offer interactive security services that are competitive with our products and services. If these services gain greater market acceptance and traction, our ability to grow our business could be materially and adversely affected. Accordingly, our future success depends in part on our ability to identify emerging technological trends in our market; develop, acquire and maintain competitive products and services that capitalize on existing and emerging trends; enhance our existing products and services by adding innovative features.
We sell our services in highly competitive markets, including the home automation market, which may result in pressure on our profit margins and limit our ability to maintain or increase the market share of our products and services.
The monitored security industry is highly fragmented and subject to significant competition and pricing pressures. We experience significant competitive pricing pressures on installation, monitoring and service fees. Several competitors offer installation fees that match or are lower than ours. Other competitors charge significantly more for installation but, in many cases, less for monitoring. In addition, cable and telecommunications companies have expanded into the monitored security industry and are bundling their existing offerings with monitored security services. In some instances, it appears that the monitored security services component of such bundled offerings is significantly underpriced and, in effect, subsidized by the rates charged for the other services offered by these companies. These pricing alternatives may influence customers’ desire to subscribe to our services at rates and fees we consider appropriate. In many cases, we face competition for direct sales from our independent, third-party authorized dealers, who may offer installation for considerably less than we do in particular markets. We believe that the monitoring and service fees we offer are generally competitive with rates offered by other security service providers. We face competition from other providers such as cable and telecommunications companies that may have highly recognized brands which may drive increased awareness of their security/automation offerings than ours, have access to greater capital and resources than us, and may spend significantly more on advertising, marketing and promotional resources which could have a material adverse effect on our ability to drive awareness and demand for our products and services. Continued pricing pressure, improvements in technology and shifts in customer preferences towards self-monitoring or DIY could adversely impact our customer base and/or pricing structure and have a material adverse effect on our business, financial condition, results of operations and cash flows.
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We rely on a significant number of our customers remaining with us as customers for long periods of time.
We operate our business with the goal of retaining customers for long periods of time in order to recoup our initial investment in new customers. Accordingly, our long-term profitability is dependent on long customer tenure. This requires that we minimize our rate of customer disconnects, or attrition. Disconnects occur because customers relocate, or experience problems with our service quality, customer service, customer non-pay, unfavorable general economic conditions, and the preference for lower pricing of competitors' products and services over ours. If we fail to keep our customers for a sufficiently long period of time, our profitability, business, financial condition, results of operations and cash flows could be materially and adversely affected.
General economic conditions can affect our business and we are susceptible to changes in the housing market and consumer discretionary income, which may inhibit our ability to sustain customer base growth rates.
Demand for alarm monitoring services and home automation systems is affected by the turnover in the housing market. Downturns in the rate of the sale of new and existing homes, which we believe drives a substantial portion of our new customer volume in any given year, would reduce opportunities to make sales of new security and home automation systems and services and reduce opportunities to take over existing security and home automation systems. Recoveries in the housing market increase the occurrence of relocations which may lead to customers disconnecting service and not contracting with us in their new homes. In addition, general economic conditions can affect our business. For example, changes in personal economic circumstances may cause current security alarm and home automation customers to disconnect our services in an effort to reduce their monthly spending and such customers may default on their remaining contractual obligations to us. Our long-term revenue growth rate depends on installations exceeding disconnects. If customer disconnects and defaults increase, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
Due to the ever changing threat landscape, our services may be subject to potential vulnerabilities of wireless and IoT devices and our services may be subject to certain risks including hacking or other unauthorized access to control or view systems and obtain private information.
We are dependent on information technology networks and systems, including Internet and Internet-based or "cloud" computing services, to process, transmit and store electronic information. Along with our own confidential data and information in the normal course of our business, we or our partners collect and retain significant volumes of certain types of personally identifiable data, protected health information pursuant to the Health Insurance Portability Accountability Act (“HIPAA”) and other information pertaining to our customers and employees, including video images of customer sites. We must comply with applicable federal and state laws and regulations governing the collection, processing, sharing, access, use, security and privacy of personally identifiable information, including protected health information in addition to our own posted information security and privacy policies.
The legal, regulatory and contractual environment surrounding the foregoing is constantly evolving. If we fail to comply with applicable privacy and security laws, regulations and standards, properly protect the integrity and security of our facilities and systems and the data located within them, or defend against cybersecurity attacks, , our business, reputation, results of operations and cash flows could be materially and adversely affected.
Third parties, including our partners and vendors, could also be a source of security risk to us in the event of a failure of their own security systems and infrastructure. In addition, we cannot be certain that advances in criminal capabilities, new discoveries in the field of cryptography or other developments will not compromise or breach the technology protecting the networks that access our products and services. A significant actual or perceived (whether or not valid) theft, loss, fraudulent use or misuse of customer, employee or other personally identifiable data, whether by us, our partners and vendors, or other third parties or as a result of employee error or malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or a violation of our privacy and information security policies with respect to such data could result in significant costs, fines, litigation or regulatory actions against us. While we maintain cyber liability insurance that provides both third party liability and first party insurance coverages, our insurance may not be sufficient to protect against all of our losses from any future disruptions or breaches of our systems or other events as described above.
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We depend on third party providers and suppliers for components of our security and home/business automation systems, and third-party software licenses for our products and services, and any failure or interruption in products or services provided by these third parties could harm our ability to operate our business.
The components for the security and home/business automation systems that we install are manufactured by third parties. We are therefore susceptible to interruptions in supply and to the receipt of components that do not meet our high standards. We also rely on third party software for key home automation features, and on the interoperation of that software with our own. Any financial or other difficulties our providers face may have negative effects on our business.
An event causing a disruption in the ability of our monitoring facilities to operate could adversely affect our business.
A disruption in our ability to provide security monitoring services could have a material adverse effect on our business. A disruption could occur for many reasons, including fire, natural disasters, weather, disease, transportation interruption, extended power outages, human or other error, terrorism or sabotage or as a result of disruptions to third-party transmission lines. Monitoring could also be disrupted by information systems and network-related events or cyber security attacks.
Our business strategy includes plans to make acquisitions and investments that complement our existing business.
These acquisitions and investments could be unsuccessful or consume significant resources, which could adversely affect our operating results.
We face risks in acquiring and integrating customer accounts.
An element of our business strategy may involve the bulk acquisition of customer accounts. Acquisitions of customer accounts involve a number of special risks, including the possibility of unexpectedly high rates of attrition and unanticipated deficiencies in the accounts and systems acquired despite our investigations prior to acquisition. We face competition from other alarm monitoring companies, including companies that may offer higher prices and more favorable terms for customer accounts purchased, and/or lower minimum financial or operational qualifications requirements for purchased accounts. This competition could reduce the acquisition opportunities available to us, slowing our rate of growth and/or increase the price we pay for such account acquisitions, thus reducing our return on investment and negatively impacting our revenue and results of operations. We cannot assure you that we will be able to purchase customer accounts on favorable terms in the future.
Unauthorized use of our brand name by third parties, and the expenses incurred in developing and preserving the value of our brand name, may adversely affect our business.
Our brand name is critical to our success. Unauthorized use of our brand name by third parties may adversely affect our business and reputation, including the perceived quality and reliability of our products and services. We rely on trademark law, company brand name protection policies and agreements with our employees, customers, business partners and others to protect the value of our brand name. Despite our precautions, we cannot provide assurance that those procedures are sufficiently effective to protect against unauthorized third-party use of our brand name.
Infringement of our intellectual property rights could negatively affect us.
We rely on a combination of patents, copyrights, trademarks, trade secrets, confidentiality provisions and licensing arrangements to establish and protect our proprietary rights. We cannot guarantee, however, that the steps we have taken to protect our intellectual property will be adequate to prevent infringement of our rights or misappropriation of our technology. Adverse events affecting the use of our trademarks could affect our use of those trademarks and negatively impact our brands. If it becomes necessary for us to resort to litigation to protect our intellectual property rights, any proceedings could be burdensome and costly, and we may not prevail.
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We may not be able to continue to develop and execute a competitive yet profitable pricing structure.
We resist competing on price alone because we believe we have competitive advantage such as brand name recognition and a reputation for a high level of service and security. However, with cable and telecommunications companies actively targeting the home automation market and expanding into the monitored security space, and with large technology companies expanding into the connected home market through the development of their own solutions or the acquisition of other companies with home automation solution offerings, this increased competition could result in pricing pressure, a shift in customer preferences towards the services of these companies and reduce our market share and have an adverse effect on our business, financial condition, results of operations and cash flows.
Increasing government regulation of telemarketing, email marketing and other marketing methods may increase our costs and restrict the operation and growth of our business.
We may rely on telemarketing and email marketing conducted internally and through third parties to generate a substantial number of leads for our business. The telemarketing and email marketing services industries are subject to an increasing amount of regulation. In the United States, the FTC and FCC have issued regulations that place restrictions on unsolicited automated telephone calls to residential and wireless telephone subscribers by means of automatic telephone dialing systems, prerecorded or artificial voice messages and telephone fax machines, and require us to maintain a "do not call" list and to train our personnel to comply with these restrictions. The FTC regulates both general sales practices and telemarketing specifically and has broad authority to prohibit a variety of advertising or marketing practices that may constitute "unfair or deceptive acts or practices." Most of the statutes and regulations in the United States allow a private right of action for the recovery of damages or provide for enforcement by the FTC and FCC, state attorneys general or state agencies permitting the recovery of significant civil or criminal penalties, costs and attorneys’ fees in the event that regulations are violated. The CRTC enforces rules regarding unsolicited communications using automatic dialing and announcing devices, live voice and fax. The Canadian Anti-Spam Law ("CASL") regulations prohibit the sending of commercial emails without prior consent of the consumer or an existing business relationship and sets forth rules governing the sending of commercial emails. CASL allows for a private right of action for the recovery of damages or provides for enforcement by CRTC permitting the recovery of significant civil penalties, costs and attorneys' fees in the event that regulations are violated. Changes in such regulations or the interpretation thereof that further restrict such activities could result in a material reduction in the number of leads for our business and could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our business operates in a regulated industry.
Our operations and employees are subject to various federal, state, provincial and local laws and regulations such areas as consumer protection, occupational licensing, environmental protection, labor and employment, tax and other laws and regulations. Most states and provinces in which we intend to operate have licensing laws directed specifically toward the security services industry.
In certain jurisdictions, we are required to obtain licenses or permits in order to comply with standards governing employee selection and training and to meet certain standards in the conduct of our business. The loss of such licenses or permits or the imposition of conditions to the granting or retention of such licenses or permits could have a material adverse effect on us. Furthermore, in certain jurisdictions, certain security systems must meet fire and building codes in order to be installed, and it is possible that our current or future products or service offerings will fail to meet such codes, which could require us to make costly modifications to our products and services or to forgo marketing in certain jurisdictions.
Failure to comply with any applicable laws or regulations could result in substantial fines or revocation of our operating permits and licenses. If laws and regulations were to change or if we or our products or services failed to comply with them, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
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We are exposed to greater risks of liability for employee acts or omissions or system failures, than may be inherent in other businesses.
If a customer or third party believes that he or she has suffered harm to person or property due to an actual or alleged act or omission of one of our employees or a security system failure, he or she (or their insurers) may pursue legal action against us, and the cost of defending the legal action and of any judgment against us could be substantial. In particular, because our products and services are intended to help protect lives and real and personal property, we may have greater exposure to litigation risks than businesses that provide other consumer and small business products and services. Substantially all of our customer contracts contain a series of risk-mitigation provisions that serve to limit our liability and/or limit a claimant’s ability to pursue legal action; however, in the event of litigation with respect to such matters, it is possible that these risk-mitigation provisions may be deemed not applicable or unenforceable and, regardless of the ultimate outcome, we may incur significant costs of defense that could materially and adversely affect our business, financial condition, results of operations and cash flows.
If we are unable to recruit and retain key personnel, including an effective sales force, our ability to manage our business could be adversely affected.
Our success will depend in part upon the continued services of our management team and sales representatives. Our ability to recruit and retain key personnel for management positions and effective sales representatives could be impacted adversely by the competitive environment for management and sales talent. The loss, incapacity or unavailability for any reason of key members of our management team and the inability or delay in hiring new key employees including sales force personnel could adversely affect our ability to manage our business and our future operational and financial results.
Adverse developments in our relationship with our employees could adversely affect our business, results of operations, and financial condition.
Presently, none of our employees are represented by unions or covered by collective bargaining agreements. Our relationships with our employees have generally been good. We cannot predict the outcome of future negotiations over collective bargaining agreements covering our employees. New labor agreements or the renewal of existing agreements may impose significant new costs on us, which could adversely affect our financial condition and results of operations in the future. (delete if not applicable.)
We plan to increase our debt and/or raise additional capital in the future, which could affect our financial health and may decrease our profitability.
We intend to raise additional capital and/or increase our debt in the future, in pursuit of our business plan and in connection with new acquisitions. However, debt or equity financing may not be available to us on terms acceptable to us, if at all. If we incur additional debt or raise equity through the issuance of additional capital stock, the terms of the debt or our capital stock issued may give the holders rights, preferences and privileges senior to those of holders of our common stock, particularly in the event of liquidation. The terms of the debt may also impose additional and more stringent restrictions on our operations than we currently have. If we raise funds through the issuance of additional equity, your percentage ownership in us would decline. If we are unable to raise additional capital when needed, it could affect our financial health.
Material adverse legal judgments, fines, penalties or settlements could adversely affect our financial health and prevent us from fulfilling our obligations under our outstanding indebtedness.
We estimate that our available cash, our cash flow from operations and amounts available to us under our revolving credit facility will be adequate to fund our operations and service our debt over both the short term and the long term. However, material adverse legal judgments, fines, penalties or settlements arising from litigation and similar contingencies could require additional funding. If such developments require us to obtain additional funding, we cannot provide assurance that we will be able to obtain the additional funding that we need on commercially reasonable terms or at all, which could have a material adverse effect on our financial condition, results of operations and cash flows.
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Risks Relating to Our Common Stock
There is a limited trading market for our common stock.
Although our common stock is quoted on the OTC, it is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than The Nasdaq Capital Market or other national securities exchanges. This may have an adverse impact on the trading and price of our common stock.
The market price of our common stock has been and may continue to be volatile, and the value of an investment in our common stock may decline.
The market price of our common stock is subject to fluctuations due to a number of factors, many of which are beyond our control. The stock markets have experienced price and volume fluctuations that have affected our stock price and the market prices of equity securities of many other companies. These broad market and industry fluctuations, as well as general, economic, political and market conditions, may negatively affect the market price of our common stock. Accordingly, investors in our common stock may not be able to resell their shares at or above their original purchase price.
We do not anticipate paying cash dividends, and accordingly, stockholders must rely on stock appreciation for any return on their investment.
We have never declared or paid cash dividends on our capital stock. We intend to retain a significant portion of our future earnings, if any, to finance the operations, development and growth of our business. Any future determination to declare dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. As a result, only appreciation of the price of our common stock, which may never occur, will provide a return to stockholders.
Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of us.
Nevada has a business combination law that prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after an “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then-outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.
The potential effect of Nevada’s business combination law is to discourage parties interested in taking control of us from doing so if these parties cannot obtain the approval of our board of directors. Both of these provisions could limit the price investors would be willing to pay in the future for shares of our common stock.
The elimination of monetary liability against our directors, officers, and employees under Nevada law and the existence of indemnification rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers, and employees.
Our articles of incorporation and bylaws contain provisions permitting us to eliminate the personal liability of our directors and officers to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. In addition, we have entered into indemnification agreements with our directors and officers to provide such indemnification rights. We may also have contractual indemnification obligations under any future employment agreements with our officers. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.
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Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We lease office space at 44262 North Division Street, Lancaster, CA 93535 which serves as our headquarters and principal executive offices.
Item 3. Legal Proceedings
The Company is subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries.
As of December 31, 2025, the Company was engaged in litigation with several parties as described below.
1) | Strategic Funding Source, Inc. d/b/a Kapitus, a New York corporation as Plaintiff against Gladiator Solutions, Inc. an Arizona corporation, Sentinel Holdings Ltd, a Nevada corporation, and Matthew C. Materazo an individual (Case No. 24cv438754), with an unlimited Civil Cross Complaint Gladiator Solutions, Inc. an Arizona corporation, Sentinel Holdings Ltd, a Nevada corporation, Cross-Complainants vs. Matthew C. Materazo. |
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This matter involves a dispute over financing that was procured without approval or knowledge of the Company by Matthew C. Materazo to the detriment of Gladiator Solutions, Inc. and its shareholders. This complaint was initially filed by Strategic Funding Source against Gladiator Solutions for breach of a loan agreement and against Matthew Materazo to enforce a personal guaranty on the subject loan. The plaintiff alleges Gladiator owes $100,098. The Plaintiff also added Sentinel Holdings Ltd as an “alter ego” defendant of Gladiator. The Company filed an Answer to the Complaint, asserting that Gladiator’s former President Matt Materazo obtained the loan without authority or consent from Gladiator or Sentinel Holdings Ltd, and the Company filed a Cross-Complaint against Matt Materazo for indemnity for this unauthorized loan. | |
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2) | James Martime Holdings, Inc. v. Matthew Materazo (Case No. C24-01956). |
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James Maritime Holdings, Inc. (now known as Sentinel Holdings Ltd.) filed this action against defendant Matthew Materazo. The Complaint asserts that Matthew Materazo breached his fiduciary duties owed to Gladiator Solutions, Inc. and violated related duties by procuring merchant cash advance loans from various third party lenders under the name of Gladiator Solutions, without the knowledge or consent of Gladiator Solutions or Sentinel Holdings. The Complaint also seeks a judicial declaration that Sentinel Holdings is entitled to rescind or “claw back” 500,000 shares of Sentinel Holdings that was issued to Matthew Materazo and certain other previous shareholders of Gladiator Solutions pursuant to a Share Exchange Agreement between the parties. | |
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Matthew Materazo has filed a request with the Court seeking permission to file Cross-Complaints against Sentinel Holdings and certain other third parties asserting claims that he was allegedly induced to enter into the Share Exchange Agreement by certain representations that are not included in the fully integrated Share Exchange Agreement regarding potential future financings for the benefit of Gladiator Solutions. Sentinel Holdings and Gladiator Solutions opposed Matthew Materazo’s request to file the proposed Cross-Complaints. As of December 31, 2025, the Court had not ruled on Matthew Materazo’s request to file Cross-Complaints. |
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3) | Redwood Fire & Casualty Ins. Co. v. United Security Specialists, Inc. |
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This matter is a case against USS and Sentinel Holdings Ltd for unpaid workers comp insurance premiums. The unpaid balance was $36,947. The Company negotiated a settlement for this claim in the amount of $4,000 per month for nine months. The payments have not been completed. | |
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4) | Slavisa Rasic v. United Security Specialists, Inc. and Sentinel Holdings Ltd. (Case No. 5:25-cv-07125-BLF). |
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Plaintiff Slavisa Rasic filed this action against United Security Specialists, Inc. asserting claims for alleged labor code violations and for the alleged wrongful termination of his employment. Plaintiff also added Sentinel Holdings Ltd. as the alleged alter ego of United Security Specialists, Inc. Sentinel Holdings Ltd filed a motion to dismiss the Complaint on the grounds that it was not the alter ego of United Security Specialists and that the court did not have jurisdiction over Sentinel Holdings. On February 26, 2026, the Court dismissed Plaintiff’s Complaint in its entirety on the grounds that the Court did not have jurisdiction over the case. | |
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5) | Vertol LLC v. Gladiator Solutions, Inc. |
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This case involves an arbitration claim by Vertol LLC against Gladiator Solutions filed by the Claimant with the American Arbitration Association. The Claimant alleges that Gladiator Solutions failed to deliver certain products as required by a contract between Claimant and Gladiator Solutions. Matthew Materazo (the former President of Gladiator Solutions) appeared at the arbitration hearing as the unauthorized representative of Gladiator Solutions without notifying Gladiator Solutions or Sentinel Holdings of the claim asserted by Vertol or the arbitration proceeding itself. On or about February 23, 2026, Gladiator Solutions and Sentinel Holdings was notified, for the first time, by the Claimant that an arbitration award had been rendered against Gladiator Solutions on June 17, 2025 in the total amount of $332,081. Gladiator Solutions and Sentinel Holdings are evaluating the arbitration award and assessing a potential challenge to the award. | |
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6) | Mercy Falls LLC v. United Security Specialists, Inc. (Case No. 25CV468267). |
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Mercy Falls LLC filed this action alleging that United Security Specialists, Inc. (USS) breached a consulting agreement by failing to remit payments purportedly due under the agreement for consulting services. Plaintiff alleges that USS owes approximately $140,000 under the consulting agreement. USS filed its Answer to the Complaint, denying Plaintiff’s claims and filed a Cross-Complaint against Mercy Falls LLC asserting claims for fraudulent concealment and intentional misrepresentation, and breach of contract. | |
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7) | Eardley v. Sentinel Holdings Ltd |
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This matter is a case against Sentinel by its former CEO seeking a declaratory judgment claiming that shares issued to him while CEO were not authorized by the Company. The Company has counterclaimed for breach of Contract, for fraud, for breach of duty, for self-dealing and for violation of Section 10(b) and Rule 10(b)5 under the Securities and Exchange Act of 1934, and has also commenced a third-party claim against Michelle Turpin, as strawman, claiming that the two colluded to wrongfully have shares issued for the benefit of Eardley. The Company is vigorously pursuing its claims and defending the claims by Eardley. |
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
The Company’s common stock is currently quoted on the OTCQB Market under the symbol “SNTL” and experiences limited trading volume. The following table sets forth the high and low per share sales prices for our common stock for each of the quarters during the years ended December 31, 2025 and 2024.
Year Ended December 31, 2025 |
| High |
|
| Low |
| ||
Fourth quarter |
| $ | 6.17 |
|
| $ | 4.95 |
|
Third quarter |
| $ | 5.90 |
|
| $ | 2.01 |
|
Second quarter |
| $ | 5.60 |
|
| $ | 1.47 |
|
First quarter |
| $ | 6.01 |
|
| $ | 3.49 |
|
Year Ended December 31, 2024 |
| High |
|
| Low |
| ||
Fourth quarter |
| $ | 4.99 |
|
| $ | 3.50 |
|
Third quarter |
| $ | 6.01 |
|
| $ | 3.47 |
|
Second quarter |
| $ | 6.01 |
|
| $ | 4.50 |
|
First quarter |
| $ | 6.01 |
|
| $ | 3.49 |
|
On December 31, 2025, the closing sales price reported for our common stock was $6.17 per share and, as of that date, we had approximately 302 holders of record of our common stock and 9,690,429 shares outstanding.
Dividend Policy
We have not declared or paid any dividends on our common stock. We intend to retain earnings for use in our operations and to finance our business. Any change in our dividend policy is within the discretion of our board of directors and will depend, among other things, on our earnings, debt service and capital requirements, restrictions in financing agreements, if any, business conditions, legal restrictions and other factors that our board of directors deem relevant.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Securities Authorized for Issuance under Equity Compensation Plans
Effective December 12, 2025, the Company’s Board of Directors approved the 2025 Sentinel Equity Incentive Plan (the “Plan”) and reserved 1,000,000 shares of Common Stock for issuance under the Plan. As of December 31, 2025, 184,000 shares had been awarded to employees under the Plan. The shares vested immediately upon issuance, are registered with the SEC, and include a two-year holding period prior to sale.
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Recent Sale of Unregistered Securities
During the years ended December 31, 2025, and December 31, 2024, the Company conducted the following sales of unregistered securities pursuant to Regulation D and Section 4(2) of the Securities Act of 1933, as amended. The Company used all such amounts for working capital and operating purposes.
During the year ended December 31, 2025:
a) | On June 24, 2025, the Company issued 135,000 shares of restricted common stock at $1.00 per share through which it received cash proceeds of $135,000. |
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b) | On June 24, 2025, the Company issued 15,000 shares of Restricted Preferred Stock Series B at an arbitrary aggregate agreed value of $750,000 in consideration for consulting services. |
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c) | On various dates from July 23, 2025 through September 23, 2025, the Company issued 1,685,000 Warrant Units at $1.00 per Unit for the purchase of up to 3,370,000 shares of Common Stock and received cash proceeds of $1,685,000. Each Unit consists of one Series A Warrant to purchase one share of Common Stock at $3.50 per share and one Pre-Funded Warrant to purchase one share of Common Stock at $0.001 per share. All warrants were fully vested upon issuance and expire on various dates over the next two years. |
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d) | On September 24, 2025, the Company issued 1,600,000 shares of Preferred Stock Series A with a fair value of $1,600 to a related party in exchange for consulting services. Shares of Preferred Stock Series A have voting rights, but they do not accrue dividends nor do they have any liquidation preferences, redemption rights, or conversion rights. Therefore, consistent with previous accounting for such issuances, such shares were valued at their par value of $0.001 per share. |
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e) | On October 30, 2025, the Company issued 10,000 shares of Preferred Stock Series B with a fair value of $500,000 to the Company’s President and CEO for services performed in connection with an acquisition in October 2025 described elsewhere in this document. |
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f) | On December 9, 2025, the Company’s Board of Directors approved the issuance of 184,000 shares of Common Stock with a fair value of $184,000 to 184 employees in recognition of services rendered. Such shares were issued during the following month. Shares issued under the Plan were previously registered with the SEC on Form S-8. |
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Each share of Common Stock was deemed by Management to have a value of $1.00 per share based upon the most recent cash price paid per common share by third-party investors during the second quarter of this year. That value was deemed to be the best and most reliable indicator of the value for the Company’s common shares at the time of this transaction. |
During the year ended December 31, 2024:
a) | On March 6, 2024, the Company cancelled 866,667 shares of common stock that was previously issued and re-issued the same shareholders a total of 368,967 in accordance with stated agreements. |
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b) | On June 5, 2024, USS entered into a promissory note agreement with Clearview Funding Solutions for $200,000, which matures in June 2025. An origination and finance fee of $15,000 are included in the principal and discounted against the note over the term. As of June 30, 2024, the note had an outstanding balance of $171,600. The proceeds from this offering were used for working capital purposes. |
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c) | On June 8, 2024, the Company issued 75,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $75,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2025. The proceeds from this offering were used for working capital purposes |
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d) | On June 28, 2024, the Company issued 100,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for a subscription amount of $100,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. The subscription was received in July 2024. The proceeds from this offering were used for working capital purposes. |
e) | In July 2024, the Company issued 225,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $225,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. The proceeds from this offering were used for working capital purposes. |
f) | In August 2024, the Company issued 50,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $50,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. The proceeds from this offering were used for working capital purposes. |
g) | On September 6, 2024, the Company issued 50,000 shares of Preferred Stock Series B, having a fair value of $2,500,000 ($50/share) as a consulting fee to a related party, its majority shareholder, based upon the most recent third-party cash offering price for common stock, which represents the best indicator of fair value. |
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|
| The Company determined the valuation of this transaction as follows: |
Quantity of Preferred Stock Series B issued majority shareholder |
|
| 50,000 |
|
Conversion ratio of Preferred Stock Series B into common stock |
|
| 50 |
|
Equivalent quantity of common shares |
|
| 2,500,000 |
|
Cash offering price of common shares |
| $ | 1.00 |
|
Valuation of Preferred Stock Series B shares |
| $ | 2,500,000 |
|
h) | In October 2024, the Company issued 20,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $20,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. The proceeds from this offering were used for working capital purposes. |
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i) | In November 2024, the Company issued 250,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $250,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. The proceeds from this offering were used for working capital purposes. |
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j) | In December 2024, the Company issued 50,000 shares of common stock. The stock was sold at $1/share for gross proceeds of $50,000. The proceeds from this offering were used for working capital purposes. |
We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended and Regulation D. We made this offering based on the following facts: (1) the issuances were isolated private transaction which did not involve a public offering; (2) there were only limited offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing the shares indicating the stock cannot be resold unless registered or an exemption from registration is available; (4) the offerees were sophisticated investors familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offerees and our management.
Item 6. [RESERVED]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Executive Overview
During the years ended December 31, 2025 and 2024, the Company’s primary business focused upon providing armed and unarmed security services through its Sentry and USS subsidiaries. They offer professional security personnel and services, including on-site protection, mobile patrol, and event security, enhanced by smartphone-based security applications. They operate primarily in California and serve a diverse clientele, including businesses, residential communities, and event organizers.
The Company’s remaining subsidiary, Gladiator, previously focused on the production and sale of personal protective products, including body armor and ballistic plates. However, as of mid-2023, the Company ceased selling personal protective equipment under the Gladiator brand due to ongoing litigation. Presently, Gladiator’s operations are limited, and the Company may relaunch the product line and expand its offerings once such litigation is resolved.
Effective October 16, 2025 and through its newly formed Sentry subsidiary, the Company acquired the client contracts for professional security services of an entity located in California for cash consideration of $650,000 plus additional cash of $150,000 on April 16, 2026 provided those contracts continue to provide at least 80% of the level of revenue per month as they were as of the date of the closing. As part of the acquisition agreement, the Company agreed to retain the former principal of the seller as a consultant for a period of six months at the rate of $50,000 per month. Effective that same date, the Company combined the day-to-day activities of USS with Sentry for logistical and operational purposes.
Effective December 31, 2025 and in conjunction with: a) the preparation of the Company’s consolidated financial statements as of that date and for the year then ended, and b) the growth strategy described in the following paragraph, Management reassessed the propriety of certain assets and liabilities previously carried on its balance sheet and made repositioning adjustments related thereto. Such adjustments had the net effect of recording a benefit of $2,205,292 in the Consolidated Statement of Operations for the year then ended as discussed in the footnotes to those financial statements presented elsewhere in this Report.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses, and the related disclosures of contingent liabilities. We base our estimates on historical experience and other assumptions that we believe are reasonable in the circumstances. Actual results may differ from these estimates.
Critical accounting policies consist of the following and are described in Note 4, Summary of Significant Accounting Policies, in the Company’s financial statements included elsewhere in this Report.
· | Basis of Presentation |
· | Use of Estimates and Assumptions |
· | Principles of Consolidation and Non-Controlling Interest |
· | Fair value of Financial Instruments |
· | Revenue Recognition |
· | Income Taxes |
Critical accounting estimates consist primarily of those described in Note 17, Business Reassessment and Repositioning Adjustment, in the Company’s financial statements included elsewhere in this Report
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Results of Operations
Year Ended December 31, 2025 Versus 2024
Revenues (Amounts not adjusted for reclassification of discontinued operations)
Revenues were $5,066,543 for the year ended December 31, 2025 compared to $4,605,338 in the prior year, an increase of $461,205 or 10%. This increase was attributable to the rationalization of the Company’s customer portfolio representing a shift away from less profitable markets and a simultaneous emphasis upon higher margin services.
Cost of Revenues (Amounts not adjusted for reclassification of discontinued operations)
Cost of revenues were $3,817,851 for the year ended December 31, 2025 compared to $4,191,878 in the prior year, a decrease of $374,027 or 9%. This decrease was attributable to the rationalization of the Company’s customer portfolio representing a shift away from less profitable markets and a simultaneous emphasis upon higher margin services.
Gross Profits (Amounts not adjusted for reclassification of discontinued operations)
Gross profits were $1,248,692 or 26% for the year ended December 31, 2025 compared to $413,460 or 9% in the prior year, an increase of $835,232 or 202%. This increase was directly attributable to the changes in revenues and cost of revenues discussed immediately above.
General and Administrative
General and administrative expenses were $4,899,761 for the year ended December 31, 2025 compared to $5,828,300 in the prior year, a decrease of $928,539 or 16%. This decrease is primarily attributable to a one-time non-cash expense charge of $2,500,000 during 2024 related to the issuance of shares to Padang Padang for services rendered. In the absence of that charge during 2024, general and administrative expenses would have increased by $1,571,461 or 47%. That increase was attributable to marketing and operational initiatives which resulted in the increases in revenues and gross profits discussed above.
Loss on Impairment of Intangible Assets
Loss on impairment of intangible assets was zero for the year ended December 31, 2025 compared to $2,088,274 in the prior year, a decrease of $2,088,274 or 100%. This decrease is attributable to a charge during 2024 of that amount related to the impairment of intangible assets acquired in connection with the business combination with Gladiator in 2021.
Loss From Operations
Loss from operations was $4,462,697 for the year ended December 31, 2025 compared to $7,916,572 in the prior year, a favorable decrease of $3,453,877 or 44%. This favorable decrease was attributable to the collective favorable changes in the gross profits, general and administrative expenses, and the loss on impairment of intangible assets discussed immediately above.
Other Income (Expense)
Net other income (expense) was a net income of $1,886,128 for the year ended December 31, 2025 as compared to a net loss of $947,438 for the prior year, a favorable swing of $2,833,566 or 299%. This favorable swing was primarily attributable to management’s evaluation of the propriety of certain assets and liabilities previously carried on its balance sheet totaling $2,205,292 and the gain on acquisition of the Opsec business of $571,00 as further discussed in the footnotes to the Company’s financial statements.
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In the absence of those two benefits during 2025, other income (expenses) would have favorably decreased by $57,274 or 6%. That decrease was primarily attributable to decreases in interest expense of $278,959 or 36% and the change in the fair value of derivative liabilities of $108,330 or 66%.
Net Income (Loss) From Continuing Operations Including Non-Controlling Interest
Net loss from continuing operations, including non-controlling interest, was $2,576,569 for the year ended December 31, 2025 as compared to a net loss of $8,864,012 for the prior year, a decrease of $6,287,443 or 71%. This decrease was primarily attributable to the favorable changes in both the loss from operations of $3,453,877 and other income of $2,833,566 as discussed in the preceding paragraphs.
Non-Controlling Interest
Non-controlling interest was a negative $107,796 for the year ended December 31, 2025 as compared to a negative of $74,959 for the prior year, an increase of $32,837 or 44%. This increase was attributable to the portion of the net benefit discussed in Other Income (Expense) above that was related to Gladiator, the Company’s subsidiary wherein there is a non-controlling interest.
Net Income (Loss) Available to Common Shareholders
Net income (loss) available to common shareholders was a net loss of $1,664,817 for the year ended December 31, 2025 as compared to a net loss of $8,375,593 for the prior year, a decrease of $6,710,776 or 80%. This decrease was attributable to the favorable changes in both the loss from operations of $3,453,877 and other income of $2,833,566 as discussed in the preceding paragraphs.
Year Ended December 31, 2024 Versus 2023
Revenues (Amounts not adjusted for reclassification of discontinued operations)
Revenues were $4,605,338 for the year ended December 31, 2024 compared to $8,820,348 in the prior year, a decrease of $4,215,010 or 48%. This decrease was attributable to the loss of several key customers.
Cost of Revenues (Amounts not adjusted for reclassification of discontinued operations)
Cost of revenues were $4,191,878 for the year ended December 31, 2024 compared to $6,053,710 in the prior year, a decrease of $1,861,832 or 31%. This decrease was primarily attributable to the loss of several key higher margin customers.
Gross Profits (Amounts not adjusted for reclassification of discontinued operations)
Gross profits were $413,460 or 9% for the year ended December 31, 2024 compared to $2,766,638 or 31% in the prior year, a decrease of $2,353,178 or 85%. This decrease was directly attributable to the changes in revenues and cost of revenues discussed immediately above.
General and Administrative
General and administrative expenses were $5,828,300 for the year ended December 31, 2024 compared to $3,542,186 in the prior year, an increase of $2,286,114 or 65%. This increase is primarily attributable to a one-time non-cash expense charge of $2,500,000 during 2024 related to the issuance of warrants to a consultant for services rendered. In the absence of that charge during 2024, general and administrative expenses would have decreased by $213,886 or 6%. That decrease was attributable to cost saving operational initiatives which were implemented during 2024.
| 21 |
| Table of Contents |
Loss on Impairment of Intangible Assets
Loss on impairment of intangible assets for year ended December 31, 2024 was $2,088,274 compared to $911,467 in the prior year, an increase of $1,176,807 or 129%. This increase was attributable to the charges during 2024 and 2023 related to the impairment of intangible assets acquired in connection with the business combination with Gladiator in 2021.
Loss From Operations
Loss from operations was $7,503,114 for year ended December 31, 2024 compared to $1,687,015 in the prior year, an increase of $5,816,099 or 345%. This unfavorable increase was attributable to the collective unfavorable changes in the gross profits, general and administrative expenses, and the losses on the impairment of intangible assets discussed immediately above.
Other Income (Expense)
Net other income (expense) was a net loss of $947,438 for the year ended December 31, 2024 as compared to a net loss of $931,950 for the prior year, an increase of $15,488 or 2%. This change was primarily attributable to a favorable decrease in interest expense of $311,645 or 29% which was offset by an unfavorable increase in the change in the fair value of derivative liabilities of $319,370 or 204%.
Net Income (Loss) Including Non-Controlling Interest
Net income (loss), including non-controlling interest, was a net loss of $8,450,552 for the year ended December 31, 2024 as compared to a net loss of $2,618,965 for the prior year, an increase in net loss of $5,831,587 or 222%. This increase was primarily attributable to the increase in the loss from operations discussed in the preceding paragraphs.
Non-Controlling Interest
Non-controlling interest was $74,959 for the year ended December 31, 2024 as compared to $157,114 for the prior year, a decrease of $82,155 or 52%. This change was attributable to a decrease in the losses related to Gladiator, the Company’s subsidiary wherein there is a non-controlling interest.
Net Income (Loss) Available to Common Shareholders
Net income (loss) available to common shareholders was $8,375,593 for the year ended December 31, 2024 as compared to a net loss of $2,461,851 for the prior year, an increase of $5,913,742 or 240%. This increase was primarily attributable to the change in the loss from operations of $5,816,099 as discussed in the preceding paragraphs.
| 22 |
| Table of Contents |
Liquidity and Capital Resources
We manage liquidity risk by reviewing our financial position, cash flows, sources of liquidity, and capital requirements on an ongoing basis. The Company had cash on hand of $197,165 on December 31, 2025.
The following table summarizes the Company’s working capital positions and cash flows as of and for the years ended December 31, 2025 and 2024:
|
| 2025 |
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| 2024 |
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Working capital deficit |
| $ | (4,192,539 | ) |
| $ | (4,419,731 | ) |
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Net cash provided by / used in operating activities |
| $ | (1,320,175 | ) |
| $ | (123,755 | ) |
Net cash provided by / used in investing activities |
|
| (790,000 | ) |
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| 0 |
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Net cash provided by / used in financing activities |
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| 2,176,186 |
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|
| 209,358 |
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Net increase (decrease) in cash |
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| 66,011 |
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| 85,603 |
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Cash – Beginning of year |
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| 131,154 |
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|
| 45,551 |
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Cash – End of year |
| $ | 197,165 |
|
| $ | 131,154 |
|
Working Capital Deficit
The decrease in the working capital deficit of $227,192 during the year ended December 31, 2025 was primarily attributable to a use of working capital of $845,550 related to a net increase in accounts receivable and a source of working capital of $406,182 related to a net increase in liabilities.
Operating Activities
Cash used in operating activities of $1,320,176 during the year ended December 31, 2025 was primarily attributable to a use of cash of $845,550 related to a net increase in accounts receivable.
Cash used in operating activities of $123,755 during the year ended December 31, 2024 was attributable to a source of cash of $453,459 related to a decrease in accounts receivable, a source of cash of $128,967 related to an increase in accounts payable and accrued expenses, and a source of cash of $1,729,780 related to refunds received from the Internal Revenue Service all offset by a use of cash of $2,344,913 related to the support of operations.
Investing Activities
Cash used in investing activities of $940,000 during the year ended December 31, 2025 was attributable to a use of cash of $650,000 related to the October 2025 acquisition discussed elsewhere in this Report and a use of cash of $140,000 related to the acquisition of fixed assets.
Financing Activities
Cash provided by financing activities of $2,176,186 during the year ended December 31, 2025 was attributable to a source of cash of $135,000 related to the sale of common stock, a source of cash of $1,685,000 related to the sale of warrants, and a source of cash of $356,186 related to the issuance of notes payable.
Cash provided by financing activities of $209,358 during the year ended December 31, 2024 was attributable to a source of cash of $805,408 related to the sale of common stock and a source of cash of $348,874 related to the issuance of various notes payable which were offset by a use of cash of $936,556 related to the repayments of various notes and loans payable.
| 23 |
| Table of Contents |
Future Capital Requirements
Additional capital will likely be required in 2026 to support the Company’s growth strategy, which consists of the acquisition of complementary established businesses and the expansion of services, will vary depending upon several factors. Such factors include, but are not limited to, marketplace conditions which will affect our ability to identify and close acquisition opportunities, expand the range and profitability of security services we provide to our clients, and generate revenue and cash flow from operations to support those activities.
The sale of additional equity or debt securities may result in additional dilution to our shareholders. Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay, or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.
Liquidity and Going Concern
As indicated in the accompanying audited financial statements, the Company reported a net loss of $1,664,817 for the year ended December 31, 2025 and utilized net cash in operating activities of $1,320,176 during that same period. Such net loss included a non-cash benefit $2,205,292 as discussed above and, in the absence of that benefit, the Company would have reported a net loss of $3,870,109. Additionally, the Company reported an accumulated deficit of $23,956,377, a stockholders’ deficit of $2,847,685, and a working capital deficit of $4,192,539 as of December 31, 2025.
The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues to achieve profitable operations.
The Company anticipates that it will need to raise additional capital in order to continue to fund its operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of available funds will depend on many factors, including the Company’s ability to successfully expand to new markets and to acquire other companies to enhance and/or complement its existing service offerings.
There is no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. There is no assurance that financing will be available on terms which are commercially acceptable, or available at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease operations.
The Company’s consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern. Accordingly, the financial statements have been prepared on the basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
In summary, the Company has historically incurred significant losses since inception, has not yet attained profitable operations, and remains dependent upon obtaining financing to support operations and pursue its business plans.
Off-Balance Sheet Transactions
None.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
| 24 |
| Table of Contents |
Item 8. Financial Statements and Supplementary Data.
SENTINEL HOLDINGS, LLC AND SUBSIDIARIES
(F/K/A JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Page(s) | ||
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6797) | F-2 | |
F-3 | ||
F-4 | ||
Consolidated Statements of Changes in Stockholders' Equity (Deficit) | F-5 | |
F-7 | ||
F-8 - F-28 |
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholder and the Board of Directors of
Sentinel Holdings Ltd.
OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS
We have audited the accompanying consolidated balance sheet of Sentinel Holdings Ltd. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred continuing losses and has obligations for significant cash payments in the next year that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
BASIS FOR OPINION
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
CRITICAL AUDIT MATTERS
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined the following critical audit matters:
1) | Description of the Matter: Business Repositioning Adjustment |
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| As discussed in Note 17 to the financial statements, during 2025 the Company recorded a series of business reassessment and repositioning adjustments that affected multiple balance sheet and income statement accounts, including the elimination of certain USS assets and lease balances, reversals of payroll and payroll tax liabilities, elimination of related-party balances, and other adjustments recorded across subsidiaries. This matter involved especially challenging auditor judgment due to the number and nature of the adjustments, the need to assess the underlying support for each entry, and the evaluation of the appropriate accounting and financial statement presentation, including the application of ASC 250. |
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| How the Critical Audit Matter Was Addressed in the Audit |
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| The primary procedures performed to address this matter included evaluating management’s memorandum and supporting schedules for the adjustments; tracing the adjustments to the underlying journal entries and consolidated trial balance; testing supporting documentation for selected adjustments, including IRS transcripts, payment support, correspondence, and subsequent clearing activity; obtaining confirmation for the related-party balance; assessing management’s conclusions regarding the accounting treatment under ASC 250; and evaluating the related disclosures in the financial statements. |
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2) | Description of the Matter: OPSEC Acquisition |
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| As discussed in Note 3 to the financial statements, the Company acquired the operating contracts and related licenses and permits of OPSEC Specialized Protection, Inc. during 2025 through its wholly owned subsidiary, Sentry Protective Services, Inc. This matter involved especially challenging auditor judgment due to the significance of the transaction and the judgment required to evaluate whether the acquisition should be accounted for as an asset acquisition or a business combination, the fair value of the acquired contracts, and the related amortization period. |
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| How the Critical Audit Matter Was Addressed in the Audit |
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| The primary procedures performed to address this matter included reading the acquisition agreement and related supporting documents; evaluating management’s accounting conclusion that the transaction qualified as an asset acquisition; independently assessing the fair value of the acquired contracts using a discounted cash flow approach and evaluating key assumptions, including projected revenue, margins, attrition, growth, tax rates, and discount rates; assessing the reasonableness of the amortization period based on contractual terms and expected economic life; and evaluating the related financial statement disclosures. |
/s/
We have served as the Company’s auditor since 2024.
June 5, 2026
PCAOB ID Number
| F-2 |
| Table of Contents |
Sentinel Holdings Ltd and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2025 and 2024
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Assets |
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Current Assets |
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Cash |
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Prepaid expenses and other |
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Assets of discontinued operations |
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Total current assets |
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Property and Equipment (Net) |
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Intangible Assets (Net) |
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Total Assets |
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Liabilities and Stockholders' Deficit |
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Current Liabilities |
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Accounts payable and accrued expenses |
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Notes payable |
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Loans payable |
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Convertible notes payable |
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Derivative liabilities |
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Liabilities of discontinued operations |
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Total current liabilities |
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Long Term Liabilities |
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Loans payable (net) |
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Operating lease liability |
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Total long term liabilities |
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Total Liabilities |
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Commitments and Contingencies |
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The accompanying footnotes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
Sentinel Holdings Ltd and Subsidiaries
Consolidated Statements of Operations
For the Years Ended December 31, 2025 and 2024
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Net Income (Loss) Per Common Share - Basic and Diluted |
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Attributable To Common Shareholders |
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The accompanying footnotes are an integral part of these consolidated financial statements.
| F-4 |
| Table of Contents |
Sentinel Holdings Ltd and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the Years Ended December 31, 2025 and 2024
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January 1, 2024 |
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|
| ||||||||||
Shares cancelled |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2024 |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||
Shares and warrants issued for cash |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Warrants issued for services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2024 |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||
Receipt of subscription receivable |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Shares and warrants issued for cash |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Shares issued for cash |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Shares issued for services |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
Shares and warrants issued for cash |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Shares issued for cash |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||||||
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
| F-5 |
| Table of Contents |
Sentinel Holdings Ltd and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the Years Ended December 31, 2025 and 2024
|
| Preferred Stock Series A |
|
| Preferred Stock Series B |
|
| Common Stock |
|
|
Additional Paid-In |
|
| Subscription |
|
| Accumulated |
|
|
Equity (Deficit) Attributable To The |
|
|
Non- Controlling |
|
|
Total Shareholders' Equity |
| |||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Receivable |
|
| Deficit |
|
| Company |
|
| Interest |
|
| (Deficit) |
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
Shares issued for cash |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Shares issued for services |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
Warrants issued for cash |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||||
Collection of subscription balance |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Shares issued for services |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Shares issued for services |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Shares issued for services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Other |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||||||
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
| F-6 |
| Table of Contents |
Sentinel Holdings Ltd and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
|
| For the Years Ended |
| |||||
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Cash Flows From Operating Activities |
|
|
|
|
|
| ||
Net income (loss) (Including non-controlling interest) |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net income (loss) to net cash flow from operating activities: |
|
|
|
|
|
|
|
|
Business reassessment and repositioning adjustments |
|
| ( | ) |
|
|
| |
Loss on impairment of goodwill and intangibles |
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
| ||
Common Stock issued for services |
|
|
|
|
|
| ||
Preferred Stock Series A issued for services |
|
|
|
|
|
| ||
Preferred Stock Series B issued for services |
|
|
|
|
|
| ||
Amortization of operating lease right-of-use asset |
|
|
|
|
|
| ||
Change in operating lease liability |
|
| ( | ) |
|
| ( | ) |
Change in derivative liability |
|
|
|
|
|
| ||
Amortization of debt discount |
|
|
|
|
|
| ||
Bad debt expense |
|
|
|
|
|
| ||
Warrants issued for services rendered |
|
|
|
|
|
| ||
Stock-based compensation expense |
|
|
|
|
|
| ||
Non-cash charitable contribution |
|
|
|
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| ( | ) |
|
|
| |
Prepaid expenses and other |
|
| ( | ) |
|
|
| |
Accounts payable and accrued expenses |
|
|
|
|
|
| ||
Cash classified within assets of discontinued operations |
|
|
|
|
| ( | ) | |
Receivables classified within assets of discontinued operations |
|
|
|
|
|
| ||
Liabilities classified within liabilities of discontinued operations |
|
| ( | ) |
|
|
| |
Net cash provided by (used in) operating activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities |
|
|
|
|
|
|
|
|
Acquisition of contracts |
|
| ( | ) |
|
|
| |
Purchase of fixed assets |
|
| ( | ) |
|
|
| |
Net cash provided by (used in) investing activities |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
Common Stock issued for cash |
|
|
|
|
|
| ||
Warrants - Issued for cash |
|
|
|
|
|
| ||
Notes payable - Borrowings |
|
|
|
|
|
| ||
Notes payable - Repayments |
|
|
|
|
| ( | ) | |
Loans payable - Repayments |
|
|
|
|
| ( | ) | |
Net cash provided by (used in) financing activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash - Beginning of Period |
|
|
|
|
|
| ||
|
|
|
|
|
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Cash - End of Period |
| $ |
|
| $ |
| ||
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Supplemental Disclosures of Cash Flow Information |
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Cash paid for interest |
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| |||
Cash paid for income taxes |
| $ |
|
| $ |
| ||
The accompanying footnotes are an integral part of these consolidated financial statements.
| F-7 |
| Table of Contents |
SENTINEL HOLDINGS LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS, AND RISKS AND UNCERTAINTIES
Organization
The accompanying consolidated financial statements include the accounts of Sentinel Holdings Ltd (“Sentinel”) and its majority-owned subsidiaries, Sentry Protective Services, Inc. (“Sentry”), United Security Specialists Inc. (“USS”), and Gladiator Solutions Inc. (“Gladiator”), (collectively “Sentinel” or the “Company”). Sentinel Holdings Ltd was incorporated in the State of Nevada on January 23, 2015.
Effective July 17, 2024, the Company changed its name from James Maritime Holdings, Inc. to Sentinel Holdings Ltd in order to better reflect its current business activities and provide better transparency to the financial markets and its shareholders. The Company received approval from FINRA regarding this name change on April 5, 2025.
Nature of Operations
The Company provides professional security services through its operating subsidiaries. It offers armed and unarmed security personnel and services, including on-site protection, mobile patrol, and event security, enhanced by smartphone-based security applications. It operates primarily in California and serves a diverse clientele, including businesses, individuals, residential communities, and event organizers.
Risks and Uncertainties
The Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations. The Company’s operations are exposed to significant financial, operational, and strategic risks, including potential business disruptions and liquidity challenges.
The Company evaluates and discloses risks and uncertainties that could materially affect its financial condition, results of operations, and business outlook. Key factors contributing to variability in revenues and earnings include:
· | Industry cyclicality – The Company's financial performance is affected by industry trends, seasonality, and shifts in market demand; |
· | Macroeconomic conditions – Economic downturns, inflationary pressures, interest rate changes, and geopolitical risks may impact consumer purchasing behavior and the Company’s revenue streams; and |
· | Pricing volatility – Competitive pricing pressures can lead to fluctuations in gross margins and profitability. |
Given such uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting liquidity, business continuity, and long-term strategic growth. The Company continuously assesses these risks and implements measures to mitigate their potential impact.
NOTE 2 – GOING CONCERN
The Company reported a net loss available to common shareholders of $
Consequently, our auditors have stated in their report on our financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
| F-8 |
| Table of Contents |
NOTE 3 – ACQUISITION
Effective October 15, 2025, the Company, through its Sentry subsidiary, acquired the operating assets of Opsec Specialized Protection, Inc. (“Opsec”) consisting of Opsec’s contractual relationships with its clients, rights to all licenses and/or permits required to operate the business, and other miscellaneous assets associated with the business.
The Company performed an assessment under ASC 805 to determine whether the contracts acquired should be accounted for as a business combination or an asset acquisition. Management applied the relevant screen tests and guidance to evaluate whether the acquired set includes an input and a substantive process that together significantly contribute to the ability to create outputs.
First, the Company noted that the acquired contracts are not limited to a simple portfolio of customer arrangements; they are accompanied by operational processes that are currently in use to deliver the underlying services and generate revenue. These processes include the methods, systems, and workflows necessary to fulfill the contracts and continue generating revenue without significant modification or further development by the Company.
Second, the acquired contracts are already generating revenue from customers and are expected to continue to do so as part of the Company’s ongoing operations. The presence of both inputs (the customer contracts and related customer relationships) and substantive processes (the operational know-how and procedures that are integral to managing and fulfilling those contracts) indicates that the acquired set is capable of producing outputs on a stand‑alone basis.
Therefore, based on this analysis, management concluded that the acquired asset meets the definition of a business under ASC 805 and therefore should be accounted for as a business acquisition.
Consideration for this acquisition totaled $
Additionally and as more fully described in Note 14, Commitments and Contingencies, the Company entered into an agreement with the owner of the Opsec business for a six-month period at the rate of $
NOTE 4 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as promulgated by the Financial Accounting Standards Board through its Accounting Standards Codification (ASC).
Discontinued Operations
On February 28, 2026 and as more fully discussed in Note 22, Subsequent Events, the Company sold 100% of its equity interest in USS. Prior to the sale, USS operated as a legally and operationally distinct subsidiary of the Company with separately identifiable revenues and direct costs. The Company has determined that the sale of USS represents a strategic shift that has, and will continue to have, a major effect on the Company's operations and financial results. Accordingly, the results of USS operations for all periods presented have been reclassified and reported as discontinued operations.
· | The financial results of the discontinued operations for the years ended December 31, 2025 and 2024 were as follows: |
|
| 2025 |
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| 2024 |
| ||
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| ||
Revenue |
| $ |
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| $ |
| ||
Cost of revenues |
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Gross profit |
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General and administrative expenses |
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Loss on impairment of intangible assets |
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| ||
Income from discontinued operations, net of tax |
| $ |
|
| $ |
| ||
| F-9 |
| Table of Contents |
· | Assets and liabilities of the discontinued operations as of December 31, 2025 and 2024 were as follows: |
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| 2025 |
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| 2024 |
| ||
Assets: |
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Cash |
| $ |
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| $ |
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Accounts receivable |
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Operating lease - Right of use asset |
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Prepaid expenses and other assets |
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Total |
| $ |
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| $ |
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Liabilities: |
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Accounts payable and accrued expenses |
| $ |
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| $ |
| ||
Notes payable |
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Loans payable |
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Operating lease liability – Current |
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Operating lease liability - Long term |
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Total |
| $ |
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| $ |
| ||
· | The reconciliations of key reported consolidated amounts and the related restated amounts attributable to continuing and discontinued for the years ended December 31, 2025 and 2024 are as follows: |
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| Discontinued |
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| Continuing |
| |||
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| Consolidated |
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| Operations |
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| Operations |
| |||
Year ended December 31, 2025 |
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Revenue |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Loss from operations |
| $ | ( | ) |
| $ |
| $ | ( | ) | ||
Net loss available to common shareholders |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |
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Year ended December 31, 2024: |
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|
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|
Revenue |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Loss from operations |
| $ | ( | ) |
| $ |
| $ | ( | ) | ||
Net loss available to common shareholders |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |
Use of Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may differ from these estimates, and such differences could be material.
Principles of Consolidation and Non-Controlling Interest
The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, Consolidation, and continuously evaluates its investments and business relationships to assess consolidation requirements. All intercompany balances and transactions are eliminated in consolidation.
In accordance with ASC 810-10, consolidation is required for:
· | Entities wherein the Company has more than a 50% voting interest, unless control is not with the Company; and |
· | Variable Interest Entities where the Company is the primary beneficiary, possessing both (i) power over significant activities, and (ii) the obligation to absorb losses or receive benefits. |
For entities that are consolidated, but not 100% owned by the Company, a portion of the income or loss as well as the corresponding equity is allocated to the other owners of such entities. The aggregate of the income or loss and the corresponding equity that is not owned by the Company is included in Non-Controlling Interests in the consolidated financial statements.
| F-10 |
| Table of Contents |
Related Parties
The Company defines related parties in accordance with ASC 850, Related Party Disclosures, and applicable SEC Regulations and discloses such relationships and transactions in its financial statements.
That definition includes entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.
Related parties include, but are not limited to:
· | Principal owners of the Company; |
· | Any shareholder owning more than 5% of any class of the Company’s voting securities; |
· | 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; and |
· | 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 |
A party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company in a manner that could prevent either party from fully pursuing its own separate economic interests.
Fair Value of Financial Instruments
The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements, which establishes a framework for measuring fair value and requires related disclosures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the Company’s principal market or, if none exists, the most advantageous market for the asset or liability.
ASC 820 requires the use of observable inputs whenever available and establishes a three-tier hierarchy for measuring fair value:
· | Level 1 - Quoted market prices (unadjusted) for identical assets or liabilities in active market; |
· | 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; and |
· | Level 3 - Unobservable inputs that require significant judgment, often involving a combination of cost, market, or income approaches, as well as Management’s assumptions about market conditions, pricing, and other factors. |
The measurement of the fair value of the Company’s derivative liabilities are discussed in Note 13, Derivative Liabilities. The carrying amounts of the Company’s other financial instruments, such as cash, accounts receivable, accrued expenses, and notes payable, et cetera, approximate their fair values due to the short-term nature of those instruments.
Credit Risks and Concentrations
The Company evaluates and discloses significant concentrations of risk in accordance with ASC 275, Risks and Uncertainties, whereby it specifically considers risks that may arise from concentrations with clients in revenues and/or accounts receivable, reliance upon certain vendors, or general economic factors that could materially impact the Company’s financial position, results of operations, or cash flows.
| F-11 |
| Table of Contents |
In summary, financial instruments that subject the Company to credit risk consist principally of cash and accounts receivable as follows:
· | The Company maintains cash deposits with financial institutions, which, from time to time, may exceed federally insured limits. The Company has not experienced any losses and believes it is not exposed to any significant credit risk from cash. |
|
|
· | The Company does not require collateral for financial instruments subject to credit risk such as accounts receivable. The Company believes that credit risk is limited because the Company is familiar with the nature of operations of its customers. However, if appropriate and based upon the credit risk of its customers, the Company's policy is to establish an allowance for uncollectible accounts and periodically reassess the need for such allowances. |
The Company deems a concentration of risk to exist when a single customer, supplier, or market accounts for a significant portion (typically greater than 10%) of the Company’s total revenues, accounts receivable, or vendor purchases. Such concentrations of risk, if any, are disclosed in the related areas of these footnotes.
Cash and Cash Equivalents
The Company considers all money market accounts and highly liquid instruments with a maturity of three months or less as of the purchase date to be cash equivalents.
Accounts Receivable
The Company accounts for accounts receivable in accordance with ASC 310, Receivables, whereby:
· | The collectability of accounts receivable are periodically assessed; |
· | An allowance for doubtful accounts is established as circumstances warrant; and |
· | Accounts are written off against the allowance for doubtful accounts when they are determined to be uncollectible. |
Property and Equipment
The Company accounts for property and equipment in accordance with ASC 360, Property, Plant, and Equipment, whereby such assets are stated at cost, less accumulated depreciation. Such depreciation is provided on the straight-line basis over the estimated useful lives of such assets.
Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations.
Management periodically reviews the carrying value of its property and equipment as well as whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable in accordance with the provisions of ASC-360-10, Impairment or Disposal of Long-Lived Assets.
Intangible Assets
The Company accounts for intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other, whereby such assets are stated at cost, less accumulated amortization. Such amortization is provided on the straight-line basis over the estimated useful lives of such assets.
When intangible assets are sold or otherwise disposed of, the cost and related accumulated amortization are removed from the respective accounts with the resulting gain or loss reflected in operations.
| F-12 |
| Table of Contents |
Management periodically reviews the carrying value of its intangible assets as well as whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable in accordance with the provisions of ASC-360-10, Impairment or Disposal of Long-Lived Assets.
Operating Lease Right-of-Use Asset
The Company accounts for right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, Leases. The amount of the right-of-use asset is determined by the present value of the estimated future minimum lease payments over the lease term discounted using a collateralized incremental borrowing rate. Such right-of-use asset is then amortized to expense over the expected term of the lease.
Accounts Payable and Accrued Expenses
The Company accounts for accounts payable and accrued expenses in accordance with the provisions of ASC 405, Liabilities, whereby debts and other obligations due to external parties requiring future outflows of cash or the transfer of monetary assets are estimated, recorded, and reported.
Notes and Loans Payable
The Company accounts for notes and loans payable in accordance with the provisions of ASC 470, Debt, whereby notes and loans payable due to external parties requiring future outflows of cash or the transfer of monetary assets are estimated, recorded, and reported.
Derivative Liabilities
The Company accounts for eligible financial instruments in accordance with the provisions of ASC 815, Derivatives and Hedging, whereby financial contracts whose value is derived from an underlying asset with obligations due to external parties requiring settlement at a future date with outflows of cash or the transfer of monetary assets are estimated, recorded, and reported at fair value.
The fair value of such derivative liabilities are remeasured at the end of each reporting period utilizing a binomial pricing model. The change in such value is recognized in the results of operations as a gain or loss on the change in the fair value of derivative liabilities.
Operating Lease Liabilities
The Company accounts for operating lease liabilities in accordance with the provisions of ASC 842, Leases, whereby the right-of-use (ROU) model is employed through recognizing a right-of-use asset and a lease liability for all leases with terms exceeding twelve months. Lease classification determines the pattern of expense recognition in the consolidated statement of operations. Specifically, expenses for:
· | Operating leases are recognized on a straight-line basis over the lease term; and |
· | Finance leases are recognized via the amortization of the ROU asset plus interest expense on the lease liability. |
Contingencies
The Company is subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal matters which are both probable and estimable plus related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries.
| F-13 |
| Table of Contents |
Revenue Recognition
The Company recognizes revenue and related costs in accordance with the provisions of ASC 606, Revenue From Contracts With Customers, whereby revenue is recognized when it is able to:
· | Identify a contract with a client; |
· | Identify the performance obligation specified within the contract; |
· | Determine the transaction price specified within the contract; |
· | Allocate the transaction price to the performance obligation specified within the contract; and |
· | Satisfy the performance obligation specified within the contract. |
Marketing and Advertising Costs
The Company accounts for marketing and advertising costs in accordance with the provisions of ASC 720, Advertising Costs, whereby all such costs are expensed as incurred. Such costs are classified within general and administrative expenses in the statement of operations.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation - Stock Compensation, whereby it utilizes the fair value-based method. Under this method, cost is measured as of the grant date based on the fair value of the award determined by using the Black-Scholes option pricing model and such cost is recognized over the requisite service period, typically the vesting period. This method is utilized for awards granted to employees and issuances of equity instruments such as stock and/or warrants to vendors and other parties for services.
Income Taxes
The Company records income tax expense utilizing the asset and liability method in accordance with the provisions of ASC 740, Income Taxes, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect of changes in such tax rates on deferred tax assets and liabilities are recognized in income or expense in the period that the change is effective.
Income tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit or that future deductibility is uncertain. The Company recognizes uncertain tax positions only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities. Any interest and penalties incurred related to uncertain tax positions are reported in other expense in the consolidated statement of operations.
The Company’s deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible temporary differences. The Company reviews the realizability of such deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, and records a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
| F-14 |
| Table of Contents |
Earnings (Loss) Per Share
The Company calculates net earnings (loss) per common share in accordance with ASC 260, Earnings Per Share, whereby:
· | In net income situations: |
| · | “Basic” net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period; and |
|
|
|
| · | “Diluted” net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period plus the number of common shares that would result from the exercise of outstanding stock options, warrants, and conversion of eligible debt and/or preferred stock. |
· | In net loss situations, “Basic and Diluted” net loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. No exercise of outstanding stock options, warrants, or conversion of eligible debt and/or preferred stock is assumed as the effect of including such common share amounts would be anti-dilutive. |
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement. The standard requires disaggregation of certain costs in a separate note to the financial statements, such as the amounts of employee compensation, depreciation, and intangible asset amortization, included in each relevant expense caption in annual and interim consolidated financial statements. This standard will be effective for the Company for the annual period beginning January 1, 2027 and interim period beginning January 1, 2028, with early adoption permitted.
In January 2025, the FASB issued ASU 2025-01, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the disclosure impacts of ASU 2024-03 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development stages (referred to as “project stages”) throughout Subtopic 350-40. The standard requires entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. This standard is effective for the Company for the annual and interim periods beginning January 1, 2028, with early adoption permitted. The Company is currently evaluating the impacts of ASU 2025-06 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls.
| F-15 |
| Table of Contents |
In November 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which makes targeted improvements to the hedge accounting model. The amendments address five specific areas, including expanding the hedged risks permitted to be aggregated in groups of forecasted transactions, introducing an optional model for hedging choose-your-rate debt instruments, expanding hedge accounting for forecasted purchases and sales of nonfinancial assets, eliminating the net written option test in certain instances, and eliminating recognition and presentation mismatches for dual hedge strategies. The standard is effective for the Company for annual periods beginning January 1, 2027, and interim periods within those annual periods, with early adoption permitted. The Company does not expect this guidance to have a material impact on its consolidated financial statements.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The new standard was effective for the Company for the annual period beginning January 1, 2025 on a prospective basis, with a retrospective option, and early adoption is permitted. The Company adopted this standard beginning in 2025 on a prospective basis. However, there was no impact to the consolidated financial statements upon adoption.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions under Topic 606. The practical expedient allows entities to assume that current conditions as of the balance sheet date would not change for the remaining life of the asset when evaluating expected credit losses. This standard is effective for the Company for the annual and interim periods beginning January 1, 2026, with early adoption permitted, and should be applied prospectively. The Company does not expect the adoption of this guidance did not have a material impact on its consolidated financial statements.
NOTE 5 – CASH AND CASH EQUIVALENTS
The Company had no cash equivalents as of December 31, 2025 and 2024.
The Company is exposed to credit risk on its deposits with banking institutions to the extent that such account balances exceed the Federal Deposit Insurance Corporation insurance limit of $
NOTE 6 – ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following as of December 31, 2025 and 2024:
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| 2025 |
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| 2024 |
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Accounts receivable |
| $ |
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| $ |
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Less allowance for doubtful accounts |
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Subtotal |
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As described in Note 4, Basis of Presentation and Summary of Significant Accounting Policies - Discontinued Operations, the receivables associated with USS are reported in the Assets of Discontinued Operations caption on the balance sheet. |
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| ( | ) |
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| ( | ) |
Accounts receivable (net) |
| $ |
|
| $ |
| ||
| F-16 |
| Table of Contents |
No individual client represented more than
Bad debt expense was zero and $
NOTE 7 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following as of December 31, 2025 and 2024:
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| 2025 |
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| 2024 |
| ||
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| ||
Furniture and fixtures |
| $ |
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| $ |
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Vehicles |
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| ||
Accumulated depreciation |
|
| ( | ) |
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| ( | ) |
Property and equipment (net) |
| $ |
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| $ |
| ||
Depreciation expense totaled $
NOTE 8 – INTANGIBLE ASSETS
Intangible assets consisted of the following as of December 31, 2025 and 2024:
|
| 2025 |
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| 2024 |
| ||
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| ||
Contracts (Customer contracts and relationships) |
| $ |
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| $ |
| ||
Supplier relationship |
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Employee expertise |
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Software development cost |
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Accumulated amortization |
|
| ( | ) |
|
| ( | ) |
Impairment loss |
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| ( | ) | |
Intangible assets (net) |
| $ |
|
| $ | - |
| |
Amortization expense totaled $
Effective October 15, 2025 and as further described in Note 3, Acquisition, the Company acquired a business wherein Contracts of $
During 2024, the loss of key USS customers led to a significant decline in sales relative to the prior year which resulted in revenue projections that could not support the remaining value of the USS intangible assets. Further, Management determined that the USS intangible assets were no longer expected to generate any future economic benefits. Consequently, an impairment loss equal to the remaining carrying amount of the assets was recorded as of December 31, 2024 which reduced their balance to zero.
| F-17 |
| Table of Contents |
NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consisted of the following as of December 31, 2025 and 2024:
|
| 2025 |
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| 2024 |
| ||
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|
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| ||
Accounts payable and accrued liabilities |
| $ |
|
| $ |
| ||
Payroll tax liabilities |
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Accrued interest liabilities |
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Subtotal |
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| ||
As described in Note 4, Basis of Presentation and Summary of Significant Accounting Policies - Discontinued Operations, the liabilities associated with USS are reported in the Liabilities of Discontinued Operations caption on the balance sheet. |
|
| ( | ) |
|
| ( | ) |
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|
Accounts payable (net) |
| $ |
|
| $ |
| ||
NOTE 10 – NOTES PAYABLE
Notes payable consisted of the following as of December 31, 2025 and 2024:
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| 2025 |
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| 2024 |
| ||
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a) | On October 31, 2025 and as further described in Note 3, Acquisition, Sentry issued a note in the amount of $140,000 in connection with the purchase of several vehicles for that same amount. The note is collateralized by the vehicles, has no stated interest rate, and requires eighteen monthly payments of $7,778. |
| $ |
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| $ |
| ||
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|
|
b) | On September 15, 2022, Gladiator issued a note in the amount of $150,000 to Kapitus Servicing, Inc. wherein Gladiator agreed to repay the note in weekly installments of $3,003 consisting of principal and interest over a 15-month period resulting in an effective interest rate of 24% per annum. The Company fell behind in payments and presently the parties are in litigation with Kapitus in connection with this note and other business matters. |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
c) | On September 23, 2021, USS issued a note in the amount of $637,500 to Henry Sierra in connection with his separation from USS and the repurchase of stock certain equity interests held by him. Ultimately the principal amount was reduced to $231,955 and in connection with the acquisition of USS in 2021 this note was assigned a value of $148,946. No activity has occurred with respect to this note since that date. |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
d) | On June 5, 2024, USS issued a promissory note in the amount of $200,000 to Clearview Funding Solutions, Inc. which matured on June 5, 2025. As described in Note 18, Business Reassessment and Repositioning Adjustments, the Company adjusted the balance recorded in its financial records from $50,294 to zero effective December 31, 2025. |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
| |||
| As described in Note 4, Basis of Presentation and Summary of Significant Accounting Policies - Discontinued Operations, the liability associated with the notes described in “c” above are reported in the Liabilities of Discontinued Operations caption on the balance sheet. |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
| |||
| F-18 |
| Table of Contents |
NOTE 11 – CONVERTIBLE NOTES PAYABLE
Convertible notes payable consisted of the following as of December 31, 2025 and 2024:
|
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
|
| ||
| On February 8 and 26, 2021, Gladiator issued two promissory notes in the total principal amount of $35,000 to Pink Holdings which accrued interest at 6% per annum and matured one year after issuance. |
| $ |
|
| $ |
| ||
These notes contain terms which provide the holder with the option to convert any portion of the outstanding principal and accrued interest amounts into fully paid and non-assessable shares of common stock of the Company at 10% of the lowest trading price during the five-trading day period immediately prior to the conversion date. Since these notes contain an embedded conversion feature with a conversion price that could result in the issuance of an indeterminate amount of shares of common stock in the future, such feature has been bifurcated from the notes and accounted for as a derivative liability as described in Note 13, Derivative Liabilities.
NOTE 12 – LOANS PAYABLE
Loans payable consisted of the following as of December 31, 2025 and 2024:
|
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| ||
a) | On March 3, 2021, Gladiator entered into a loan agreement with the Small Business Administration in the amount of $67,800. This loan accrues interest at the annual rate of 3.75% and matures on March 3, 2051. |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
|
b) | On September 16, 2022, Gladiator entered into a loan agreement with Pinnacle Business Funding, LLC wherein it borrowed $145,500 and agreed to repay the loan in weekly payments of $6,328. The Company has not fully complied with the terms of this agreement and payments totaling $24,000 remain outstanding as of December 31, 2025 and 2024. |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
c) | On December 9, 2022, Gladiator entered into a loan agreement with Quattro Capital in the amount of $250,000 in connection with the financing of inventory purchases. The note is collateralized by such inventory, accrues interest at the rate of 150% per annum, and required repayment within 60 days. If not paid upon maturity, the interest rate increased to $1,200 per day resulting in an effective interest rate of approximately 175% per annum. The Company has accrued interest of $1,276,417 and $889,625 in connection with this note as of December 31, 2025 and 2024, respectively, and classified such amounts in the Accounts Payable and Accrued Expenses caption on the balance sheet. |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
d) | On April 13, 2023, USS entered into a loan agreement for the factoring of accounts receivable. This loan balance was paid in full during the year ended December 31, 2025. |
|
| - |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
e) | On April 26, 2024, USS entered into a loan agreement with an individual in the amount of $100,000. This loan did not accrue interest and was paid in full on March 18, 2025. |
|
| - |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
f) | On various dates during the years ended December 31, 2025 and prior, USS entered into various loan agreements in connection with various vehicle purchases. As described in Note 18, Business Reassessment and Repositioning Adjustments, the Company adjusted the balance recorded in its financial records from $45,437 to zero effective December 31, 2025. |
|
| - |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
| As described in Note 4, Basis of Presentation and Summary of Significant Accounting Policies - Discontinued Operations, the liability associated with the notes described in “d”, “e”, and “f” and above are reported in the Liabilities of Discontinued Operations caption on the balance sheet. |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
| |||
| F-19 |
| Table of Contents |
NOTE 13 – DERIVATIVE LIABILITIES
The notes described in Note 11, Convertible Notes Payable, contained embedded conversion options with a conversion price that could result in the issuance of an indeterminate amount of shares of common stock in the future to settle the host contract. Accordingly, the embedded conversion options were bifurcated from the convertible notes and treated as a liability. The fair value of such liability amounts were calculated using “Level 3” type inputs (as described in Note 4, Summary Of Significant Accounting Policies – Fair Value Of Financial Instruments) and marked to market at the end of each reporting period.
During the years ended December 31, 2025 and 2024, the Company used the Black-Scholes pricing model to estimate the fair value of its embedded conversion option liabilities on those remeasurement dates with the following inputs:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
· Expected term (in years) |
|
|
|
|
|
| ||
· Volatility |
|
|
|
| ||||
· Dividends |
| None |
|
| None |
| ||
· Risk-free interest rate |
|
|
|
| ||||
The changes in derivative liabilities during the years ended December 31, 2025 and 2024 are as follows:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Beginning of year |
| $ |
|
| $ |
| ||
Mark-to-market adjustment |
|
|
|
|
|
| ||
End of year |
| $ |
|
| $ |
| ||
| F-20 |
| Table of Contents |
NOTE 14 – COMMITMENTS AND CONTINGENCIES
Operating Lease Liabilities
The tables below present information regarding the Company’s operating lease and liability as of December 31, 2025 and 2024:
|
| 2025 |
|
| 2024 |
| ||
Assets and liabilities: |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Operating lease right-of-use asset |
| $ |
|
| $ |
| ||
Operating lease liability |
| $ |
|
| $ |
| ||
Weighted-average remaining lease term (in years) |
|
|
|
|
| |||
Weighted-average discount rate |
|
| % |
|
| % | ||
|
|
|
|
|
|
|
|
|
Components of lease expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of right-of-use operating lease asset |
| $ |
|
| $ |
| ||
Lease liability in connection with obligation payment |
|
|
|
|
|
| ||
Total operating lease cost |
| $ |
|
| $ |
|
Consulting Agreements
Effective October 15, 2025 and in connection with the acquisition discussed in Note 3, Acquisition, Sentry entered into a consulting agreement with the seller of that business through April 15, 2026 wherein Sentry is obligated to compensate that individual $
Effective October 28, 2025, Sentinel entered into a consulting agreement with Padang Padang, Ltd (“Padang”), a related party, through October 2026 wherein Sentinel is obligated to compensate Padang $
Legal Matters
The Company, as previously indicated, is subject to litigation claims arising in the ordinary course of business. In that regard, the Company has assessed each matter individually and has recorded aggregated estimated liabilities for litigation claims of $
NOTE 15 – STOCKHOLDERS’ EQUITY (DEFICIT)
a) Preferred and Common Stock
The Company had two classes of stock authorized (Preferred Stock and Common Stock) and three classes of stock issued and outstanding (Preferred Stock Series A, Preferred Stock Series B, and Common Stock) as of December 31, 2025 and 2024. The rights and preferences of each are summarized as follows:
| F-21 |
| Table of Contents |
| i) | Preferred Stock |
Number of shares authorized |
|
|
| |
Par value |
| $ |
| |
Voting rights |
| None |
| |
Dividend rights |
| None |
| |
Redemption rights |
| None |
| |
Conversion rights |
| None |
| |
Liquidation preference |
| None |
| |
| ii) | Preferred Stock Series A |
Number of Preferred Stock shares designated as Series A |
|
|
| |
Number of shares issued and outstanding as of: |
|
|
|
|
December 31, 2025 |
|
|
| |
December 31, 2024 |
|
|
| |
Par value |
| $ |
| |
Voting rights |
|
| ||
Dividend rights |
| None |
| |
Redemption rights |
| None |
| |
Conversion rights |
| None |
| |
Liquidation preference |
| None |
| |
| iii) | Preferred Stock Series B |
Number of Preferred Stock shares designated as Series B |
|
|
| |
Number of shares issued and outstanding as of: |
|
|
|
|
December 31, 2025 |
|
|
| |
December 31, 2024 |
|
|
| |
Par value |
| $ |
| |
Voting rights |
|
| ||
Dividend rights |
| None |
| |
Redemption rights |
| None |
| |
Conversion rights |
|
| ||
Liquidation preference |
| None |
| |
| iv) | Common Stock |
Number of shares designated |
|
|
| |
Number of shares issued and outstanding as of: |
|
|
|
|
December 31, 2025 |
|
|
| |
December 31, 2024 |
|
|
| |
Par value |
| $ |
| |
Voting rights |
|
| ||
Dividend rights |
| None |
| |
Redemption rights |
| None |
| |
| F-22 |
| Table of Contents |
b) Financing Activities
The Company issued shares of Preferred and Common Stock as well as warrants in connection with financing activities during the years ended December 31, 2025 and 2024. Such activities are summarized as follows:
During the year ended December 31, 2025:
| i) | On June 24, 2025, the Company issued |
|
|
|
| ii) | On June 24, 2025, the Company issued |
|
|
|
|
| The Company’s Preferred Stock Series B is not traded on a public exchange and therefore lacks an observable market price. As a result, the Company estimated the fair value of such shares in accordance with the provisions of ASC 718, Compensation - Stock Compensation. Specifically, each share of Preferred Stock Series B was deemed to have a value of $50 per share as each such share is convertible into |
Quantity of Preferred Stock Series B shares issued |
|
|
| |
Conversion ratio of Preferred Stock Series B into Common Stock |
|
|
| |
Equivalent quantity of common shares |
|
|
| |
Cash offering price of common shares |
| $ |
| |
Valuation of Preferred Stock Series B shares issued |
| $ |
|
| iii) | On June 24, 2025, the Company extended the expiration date of certain outstanding warrants held by a private investor for the purchase of up to |
|
|
|
| iv) | On various dates from July 23, 2025 through September 23, 2025, the Company sold a total of |
|
|
|
|
| Each Unit consists of one Series A Warrant to purchase one share of Common Stock at $
Such Units, and specifically the Pre-Funded Warrants contained within, were accounted for as equity instruments in accordance with the provisions of ASC 815-40-25 because: |
| · | The warrants are indexed to the Company’s common stock; |
| · | The Company is not required to settle the warrants with cash; |
| · | The Company has sufficient authorized and unissued shares available to settle the warrants; and |
| · | The warrants contain an explicit limit on the number of shares to be delivered upon settlement. |
| F-23 |
| Table of Contents |
| v) | On October 28, 2025, the Company issued |
|
| Shares of Preferred Stock Series A have voting rights, but they do not accrue dividends nor do they have any redemption rights, conversion rights, or liquidation preferences. Therefore, consistent with previous accounting for such issuances, such shares were valued at their par value of $ |
|
|
|
| vi) | On October 30, 2025, the Company issued |
|
|
|
|
| The Company’s Preferred Stock Series B is not traded on a public exchange and therefore lacks an observable market price. As a result, the Company estimated the fair value of such shares in accordance with the provisions of ASC 718, Compensation - Stock Compensation. Specifically, each share of Preferred Stock Series B was deemed to have a value of $50 per share as each such share is convertible into |
Quantity of Preferred Stock Series B shares issued |
|
|
| |
Conversion ratio of Preferred Stock Series B into Common Stock |
|
|
| |
Equivalent quantity of common shares |
|
|
| |
Cash offering price of common shares |
| $ |
| |
Valuation of Preferred Stock Series B shares issued |
| $ |
|
| vii) | On December 12, 2025, the Company adopted the 2025 Sentinel Equity Incentive Plan and approved the issuance of |
|
|
|
|
| Each share of Common Stock was deemed by Management to have a value of $ |
During the year ended December 31, 2024:
| i) | On March 6, 2024, the Company cancelled |
|
|
|
| ii) | On April 8, 2024 and as more fully described in Note 21, Related Party Transactions, the Company issued |
|
|
|
|
| The Company used the Black-Scholes pricing model to estimate the fair value of such warrants with the following inputs: |
| · Expected term (in years) |
|
|
| |
| · Volatility |
|
| % | |
| · Dividends |
| None |
| |
| · Risk-free interest rate |
|
| % | |
| F-24 |
| Table of Contents |
| iii) | On June 8, 2024 and June 28, 2024, the Company sold a total of |
|
| Each Unit consisted of one share of Common Stock and one warrant to purchase one share of Common Stock at $ |
|
|
|
| iv) | On various dates from July 25, 2024 through August 12, 2024, the Company sold a total of |
|
|
Each Unit consisted of one share of Common Stock and one warrant to purchase one share of Common Stock at $ |
| v) | On August 26, 2024, the Company issued |
|
|
|
| vi) | On September 6, 2024, the Company issued 50,000 shares of Preferred Stock Series B to a related party, the Company’s majority shareholder, as compensation valued at $ |
|
|
|
|
| The Company’s Preferred Stock Series B is not traded on a public exchange and therefore lacks an observable market price. As a result, the Company estimated the fair value of such shares in accordance with the provisions of ASC 718, Compensation - Stock Compensation. Specifically, each share of Preferred Stock Series B was deemed to have a value of $50 per share as each such share is convertible into |
Quantity of Preferred Stock Series B shares issued |
|
|
| |
Conversion ratio of Preferred Stock Series B into Common Stock |
|
|
| |
Equivalent quantity of common shares |
|
|
| |
Cash offering price of common shares |
| $ |
| |
Valuation of Preferred Stock Series B shares issued |
| $ |
|
| vii) | On October 30, 2024, the Company sold a total of |
|
|
|
|
| Each Unit consisted of one share of Common Stock and one warrant to purchase one share of Common Stock at $ |
| viii) | On November 4, 2024, the Company sold a total of |
|
|
|
|
| Each Unit consisted of one share of Common Stock and one warrant to purchase one share of Common Stock at $ |
| ix) | On December 9, 2024, the Company issued |
| F-25 |
| Table of Contents |
c) Warrant Activities
Warrant activities described in detail in the preceding section for the years ended December 31, 2025 and 2024 are summarized as follows:
|
| Number Of Warrants |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Contractual Term (In Years) |
|
| Aggregate Intrinsic Value |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Amounts outstanding, vested, and exercisable as of January 1, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued during 2024 |
|
|
|
| $ |
|
|
|
|
|
| n/a |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts outstanding, vested, and exercisable as of December 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued during 2025 |
|
|
|
| $ |
|
|
|
|
|
| n/a |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts outstanding, vested, and exercisable as of December 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
The aggregate intrinsic value was calculated using $
NOTE 16 – REVENUE
The Company derived revenue exclusively from services during the years ended December 31, 2025 and 2024.
Revenue is recognized in accordance with accounting policy previously discussed and most clients are invoiced on a weekly basis. Consequently, there are no right-of-return considerations and uncollectable receivables are minimal to non-existent.
NOTE 17 – BUSINESS REASSESSMENT AND REPOSITIONING ADJUSTMENTS
In conjunction with the preparation of the Company’s consolidated financial statements as of and for the year ended December 31, 2025, Management considered the following recent events and initiatives:
a) | The September 2025 removal of an individual for the alleged improper issuance of the Company’s securities. This individual: |
| i) | Was then serving as Treasurer, Secretary, and a member of the Board of Directors; and |
| ii) | Had previously served as President and Chief Executive Officer for almost a decade; |
b) | The October 2025 acquisition of the Opsec business; |
|
|
c) | The February 2026 sale of USS; and |
| F-26 |
| Table of Contents |
d) | Initiatives discussed elsewhere in this document consisting of: |
| i) | The establishment of a new Management Team; |
| ii) | The launch of a growth strategy; |
| iii) | The ongoing pursuit of additional acquisitions; and |
| iv) | The ongoing pursuit of additional financing to fund such growth strategies and acquisitions. |
In light of the above, Management reassessed the propriety of certain assets and liabilities carried on its balance sheet and elected to make repositioning adjustments related thereto effective as of December 31, 2025 to more accurately reflect the prospective obligations of the Company. This resulted in a net benefit of $2,378,301 which was recorded in the Other Income/Expense area in the Consolidated Statement of Operations.
The Company accounted for such adjustments in accordance with the provisions of ASC 250, Accounting Changes and Error Corrections, whereby changes in estimates are recorded in the period in which they become known and are accounted for prospectively. The Company based such adjustments on the facts and circumstances described above, historical experience, industry trends, and other relevant factors, incorporating both quantitative and qualitative assessments that it believed were reasonable under the circumstances.
Those elimination adjustments are summarized as follows:
a) | Certain payroll and payroll tax liabilities which had accumulated over time, whose origins are uncertain, and Management has deemed to be unnecessary |
| $ |
| |
|
|
|
|
| |
b) | Miscellaneous operational related items |
|
|
| |
|
|
|
|
|
|
| Total |
| $ |
|
NOTE 18 – INCOME TAXES
The Components of the deferred tax assets and liabilities as of December 31, 2025 and 2024 were approximately as follows:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
| |||
Bad debt |
| $ |
|
| $ |
| ||
Amortization of ROU lease |
|
|
|
|
|
| ||
Amortization of debt discount |
|
|
|
|
|
| ||
Share based payments |
|
|
|
|
|
| ||
Impairment expense |
|
|
|
|
|
| ||
Change in fair value of derivative liabilities |
|
|
|
|
| |||
Other |
|
|
|
|
| |||
Net operating loss carryforwards |
|
|
|
|
|
| ||
Total deferred tax assets |
|
|
|
|
|
| ||
Less: valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax asset recorded |
| $ |
|
| $ |
| ||
The components of the income tax benefit and related valuation allowance for the years ended December 31, 2025 and 2024 was approximately as follows:
|
| 2025 |
|
| 2024 |
| ||
Current |
| $ |
|
| $ |
| ||
Deferred |
|
| ( | ) |
|
| ( | ) |
Total income tax provision (benefit) |
|
| ( | ) |
|
| ( | ) |
Less: valuation allowance |
|
|
|
|
|
| ||
Income tax provision (benefit) |
| $ |
|
| $ |
| ||
A reconciliation of the provision for income taxes for the years ended December 31, 2025 and 2024 as compared to statutory rates was approximately as follows:
|
| 2025 |
|
| 2024 |
| ||
Federal income tax benefit - 6.2% |
| $ | ( | ) |
| $ | ( | ) |
State income tax benefit - 2.3% |
|
| ( | ) |
|
| ( | ) |
Subtotal |
|
| ( | ) |
|
| ( | ) |
Change in valuation allowance |
|
|
|
|
|
| ||
Income tax benefit |
| $ |
|
| $ |
| ||
Federal net operating loss carry forwards at December 31, 2025 and 2024 were approximately $
Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carry forwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. As a result of historic losses, the Company has recorded a full valuation allowance as of December 31, 2025.
During the year ended December 31, 2025, the valuation allowance increased by approximately $
The Company has determined that it had a change of control issue for the year ended December 31, 2021, that will limit the future use of the NOL carryforwards of approximately $
The Company follows the provisions of ASC 740, which require the computations of current and deferred income tax assets and liabilities only consider tax positions that are more likely than not (defined as greater than 50% chance) to be sustained if the taxing authorities examined the positions. There are no significant differences between the tax provisions represented in the accompanying financial statements and those reported in the Company's income tax returns.
The Company files corporate income tax returns in the United States and California. Due to the Company's net operating loss posture, all tax years are open and subject to income tax examination by tax authorities. The Company's policy is to recognize interest expense and penalties related to income tax matters as tax expense. As of December 31, 2025 and 2024, respectively, there are no unrecognized tax benefits, and there were no accruals for interest related to unrecognized tax benefits or tax penalties.
| F-27 |
| Table of Contents |
NOTE 19 – EARNINGS PER SHARE
The following table summarizes the common share equivalents included in the number of shares used in the calculation of diluted earnings per share for the year ended December 31, 2025:
Preferred Stock Series B |
|
|
| |
Warrants |
|
|
| |
Total |
|
|
|
The following table summarizes the common share equivalents excluded from the number of shares used in the calculation of basic and diluted loss per share for the year ended December 31, 2024:
Preferred Stock Series B |
|
|
| |
Warrants |
|
|
| |
Total |
|
|
|
NOTE 20 – RELATED PARTY TRANSACTIONS
On September 6, 2024 and as more fully described in Note 15(b), Shareholder Equity (Deficit) - Financing Activities - 2024 - (vi), the Company entered into a consulting agreement with Padang Padang, Ltd (“Padang”), the Company’s majority shareholder a related party, for a one-year period wherein the Company agreed to provide compensation to Padang in the form of the issuance of
On October 28, 2025 and as more fully described in Note 14, Commitments and Contingencies, and Note 15(b), Shareholder Equity (Deficit) - Financing Transactions, the Company entered into a consulting agreement with Padang for a one-year period wherein the Company agreed to compensate Padang $
On October 30, 2025 and as more fully described in Note 3, Acquisition, and Note 15(b), Shareholder Equity (Deficit) - Financing Transactions, the Company issued
NOTE 21 – SUBSEQUENT EVENTS
On February 28, 2026, the Company sold
| F-28 |
| Table of Contents |
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.
Item 9A. Controls and Procedures.
Evaluation of Disclosure and Controls and Procedures.
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a - 15(c) and 15d - 15(e)). Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective, (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our Chief Executive and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
The term disclosure controls and procedures mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a ,et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because we are a small company with a limited number of employees, there is an inherent issue of segregation of duties as experienced by all small companies. Outside financial consultants assist us with our bookkeeping and regulatory reporting requirements and we closely supervise all such services.
Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management's Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
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| Table of Contents |
The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
· | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
|
|
· | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and |
|
|
· | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements. |
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal Control-Integrated Framework. Management concluded that our internal control over financial reporting was not effective as of December 31, 2025.
Material Weakness Identified:
· | The Company recognizes that due to its limited number of personnel, there are inherent challenges in achieving complete segregation of duties within the financial reporting process. Management continues to evaluate opportunities to enhance internal controls to mitigate these challenges; |
|
|
· | The Company's internal control processes did not identify a number of journal entries and the reclassification of USS’ assets, liabilities, and operating results as discontinued operations which were brought to Management’s attention by the external auditor in connection with the audit of the 2025 financial statements and subsequently recorded in the Company’s financial records. Management is reviewing its processes to strengthen controls and ensure greater accuracy moving forward; and |
|
|
· | The Company acknowledges that its accounting team would benefit from additional technical expertise with respect to certain US GAAP matters. Management is exploring options to address these technical requirements, including external support. |
Plan for Remediation of Material Weaknesses
We intend to take appropriate and reasonable steps to make the necessary improvements to remediate this deficiency as resources to do so become available. We intend to consider the results of our remediation efforts and related testing as part of our 2026 assessment of the effectiveness of our internal control over financial reporting by improving our segregation of duties and level of supervision.
Changes in Internal Control Over Financial Reporting.
There have been no changes in the registrant's internal control over financial reporting through the date of this report that materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
Independent Registered Accountant's Internal Control Attestation.
This report does not include an attestation report of the registrant's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the registrant's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only Management's report in this Report.
Item 9B. Other Information.
None
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
| 26 |
| Table of Contents |
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Officers and Directors
The following table contains information as of December 31, 2025 as to each Officer and Director of the Company:
Name |
| Age |
| Position |
|
|
|
|
|
Kyle Madej |
| 35 |
| President, Chief Executive Officer, Treasurer, Secretary, and Chairman of the Board of Directors |
Raymond Sheets |
| 61 |
| Chief Financial Officer |
Brett Bertolami |
| 58 |
| Director |
Dean Polizzotto |
| 58 |
| Director |
· | Kyle Madej -President, Chief Executive Officer, Treasurer, Secretary, and Chairman of the Board of Directors |
Kyle Madej, MBA, is a business executive, entrepreneur, and community leader with extensive experience in security services, corporate leadership, and nonprofit youth development. He earned his Master of Business Administration from Hawaii Pacific University and began building a career focused on operational growth, leadership, and strategic business development.
Mr. Madej served as Vice President of Onyx Protective Services from 2014 to 2017, where he helped oversee operations and expand service capabilities. In 2017, he founded United Security Specialists Inc., initially serving as Chief Financial Officer from 2017 to 2018 before becoming Chief Executive Officer in 2018. Under his leadership, the company grew significantly and established a reputation for professional security services and operational excellence through 2025.
In 2025, Mr. Madej became Chief Executive Officer and Chairman of the Board of Sentinel Holdings Ltd., where he oversees corporate strategy, acquisitions, and portfolio company operations.
Alongside his corporate leadership, Madej founded Madej Business Advisors in 2021, providing strategic consulting and advisory services to companies seeking growth, operational efficiency, and leadership development.
Outside of business, Madej is deeply committed to youth sports and international development through athletics. He has served as President of Briarwood Little League since 2015 and is the President of Harmony Baseball Academy Cameroon, a nonprofit organization he has led since 2020 that supports youth development and baseball programs in Cameroon.
In 2025, Madej became a U.S. Soccer licensed coach, further expanding his involvement in youth sports and athletic development.
Madej attended Archbishop Mitty High School in San Jose, California, graduating in 1998.
· | Raymond Sheets – Chief Financial Officer |
Mr. Sheets has a Bachelor of Science in Business Administration majoring in accounting with a minor in finance, marketing and economics. He then obtained his CPA certification while working for a small accounting firm specializing in government audits and small business and individual taxes. While working he attended night school at Cleveland Marshal College of Law where he obtained a law degree. While attending law school, Raymond opened his own accounting firm specializing in small business taxes and consulting which is still operating today. While in law school Raymond became a serial entrepreneur leading to multiple business ownership. Raymond purchased or co-founded multiple business maintaining hands on management in multiple ventures with more than 500 individuals. Mr. Sheets currently serves as the Chief Financial Officer of Sentinel Holdings Ltd.
| 27 |
| Table of Contents |
· | Dean Polizzotto - Director |
Mr. Polizzotto is the Director of International Procurement with J.P. Instruments for facilities in California, Hong Kong, and Shanghai, leading a team of sixteen employees to organize and source manufacturers for electronic hardware, injection molded parts, and machined aircraft parts. He also acts as the liaison between manufacturers overseas in China, Taiwan, Hong Kong, Korea, and Singapore with J.P. Instruments. Mr. Polizzotto has a broad familiarity with the majority of avionics systems for both commercial and light aircraft and is familiar with the operation of GPS based navigation instrumentation, as well as military drone propulsion systems, aircraft fuel flow meters, and engine data and temperature analyzers.
Mr. Polizzotto completed a SJD (Doctor of Juridical Science) and LLM Degree in Chinese Law from the University of Hong Kong where he studied all aspects of Chinese law, government, politics, including Chinese and international financial markets, international trade, and current trends in international finance. Such studies also included Chinese bankruptcy law, Chinese trade law, the WTO framework, and China’s reform as part of its WTO commitments. Additionally, he also holds Juris Doctorate from the Chapman University College of Law. Mr. Polizzotto currently serves as a Director of Sentinel Holdings Ltd.
· | Brett Bertolami - Director |
Mr. Bertolami has a degree in Economics and Psychology from UNC Charlotte and has used his education to benefit his career which has been primarily in the automotive industry and investing. Brett served in all aspects of the new and used automotive industry, from mechanic to manager of retail and fleet sales, as well as general manager and owner of a successful Ford dealership in Charlotte, North Carolina. For the past ten years Mr. Bertolami has served as an advisor to, and director of, various private and public corporations. He has funded and managed the construction of residential projects as well as serves as an active investor in the stock market and emerging growth companies. Mr. Bertolami currently serves as a Director of Sentinel Holdings Ltd.
Appointment of Officers; Family Relationships
Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships among any of our directors or executive officers.
Board Composition
Our Board of Directors consists of three members: Messrs. Madej, Polizzotto, and Bertolami. Our Directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.
Our articles of incorporation and bylaws provide that the authorized number of directors shall be not less than one or more than seven persons. Within such limits, the number of directors shall be determined by resolution of the Board of Directors. Our bylaws also provide that any vacancy on our Board of Directors, including a vacancy resulting from an expansion of our Board of Directors, may be filled by vote of a majority of our Directors then in office, although less than a quorum or by a sole remaining Director.
We have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, and understanding of the competitive landscape.
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| Table of Contents |
Board Committees
We do not currently have regularly scheduled quarterly Board meetings, nor do we have standing audit, nominating or compensation committees of our Board of Directors, or any committee performing similar functions. Our Board of Directors performs the functions of audit, nominating, and compensation committees. As of the date of this report, no member of our Board of Directors qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation SK promulgated under the Securities Act.
The Company is evaluating expansion of its current Board of Directors, including the addition of an independent board member with sufficient accounting and financial experience to chair an audit committee, as well as creating charters for its contemplated audit committee and compensation committee. Our Board of Directors expects to establish standing committees in connection with the discharge of its responsibilities.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Following the filing of this Report, a copy of the code will be made available in the investor relations section of our website, sentinelholdingsltd.net, and at our corporate office which is located at 44262 North Division Street, Lancaster, CA 93535. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website and in a current report on Form 8-K.
Board Diversity
Upon the formation of our nominating and corporate governance committees, they will be responsible for reviewing with the Board of Directors, on an annual basis, the appropriate characteristics, skills and experience required for the Board of Directors as a whole and its individual members.
In evaluating the suitability of current members and the candidacy of prospective members of the Board of Directors, the nominating and corporate governance committees may consider many factors, including but not limited to the following:
· | Personal and professional integrity; |
· | Ethics and values; |
· | Experience in corporate management, such as serving as an officer or former officer of a publicly held company; |
· | Professional and academic experience relevant to our industries; |
· | Experience as a board member of another publicly held company; |
· | Strength of leadership skills; |
· | Experience in finance and accounting and/or executive compensation practices; |
· | Ability to devote the time required for preparation, participation and attendance at board of directors’ meetings and committee meetings, if applicable; |
· | Background, gender, age and ethnicity; |
· | Conflicts of interest; and |
· | Ability to make mature business judgments. |
Non-Employee Director Compensation
One of our non-employee directors, Brett Bertolami, receives an annual cash retainer of $10,000.
In addition, we reimburse all of our directors for travel and other necessary business expenses incurred in the performance of director services and extend coverage to them under our directors’ and officers’ indemnity insurance policies.
| 29 |
| Table of Contents |
Environmental, Social and Governance
We believe that how we manage our impact on the environment and climate change; how we manage our relationships with employees, suppliers, customers and the communities where we operate; and the accountability of our leadership to our stockholders are critically important to our business. We are especially committed to supporting our employees and fostering a culture of diversity and inclusion that makes our employees feel safe, empowered, and engaged.
Following the filing of this Report, we plan to engage resources to focus on a broader Environmental, Social and Governance (ESG) program across our business. We are targeting to complete an ESG assessment by the end of the year. This assessment will help us prioritize our ESG strategies going forward.
Involvement in Certain Legal Proceedings
No executive officer or director has been involved in the last ten years in any of the following:
· | Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
· | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
· | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
· | Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
· | Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or |
· | Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Item 11. Executive Compensation.
Named Executive Officers
This section discusses the material components of the executive compensation program for our current executive officers:
· | Kyle Madej | President, Chief Executive Officer, Treasurer, Secretary, and Chairman of the Board of Directors |
· | Raymond Sheets | Chief Financial Officer |
We collectively refer to these individuals as our “Named Executive Officers”.
| 30 |
| Table of Contents |
Compensation Philosophy
Following the filing of this Report, we expect that our compensation program for our Named Executive Officers will consist of the following components:
· | Base Salary |
Base salary is an important component of executive compensation because it provides executives with an assured level of income, assists us in attracting executives and recognizes different levels of responsibility and authority among executives. The determination of base salaries is based upon the executive’s qualifications and experience, scope of responsibility and potential to achieve the goals and objectives established for the executive. Additionally, contractual provisions in executive employment agreements, past performance, internal pay equity and comparison to competitive salary practices are also considered.
· | Cash Bonuses |
Currently, there is no formal cash bonus plan for any of our Named Executive Officers.
· | Equity-Based Incentive Awards |
On October 30, 2025, the Company issued 10,000 shares of Preferred Stock Series B to the Company’s President and CEO, as compensation valued at $500,000 for services performed in connection with an acquisition on October 15, 2025 as further described in Note 3, Acquisition, Note 15(b), Stockholders’ Equity (Deficit), and Note 21, Related Party Transactions.
Effective December 12, 2025, the Company adopted the 2025 Sentinel Equity Incentive Plan. No equity-based incentive awards were issued to our Named Executive Officers during the year ended December 31, 2025.
Summary of Named Executive Officers Compensation
The following table presents the compensation earned by and/or awarded to the Company’s Named Executive Officers during the years ended December 31, 2024 and 2025.
|
|
|
|
|
|
|
|
|
| Stock |
|
| All Other |
|
|
|
| |||||
|
| Year |
| Salary |
|
| Bonus |
|
| Awards |
|
| Compensation |
|
| Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Kyle Madej - President, Chief Executive Officer, |
| 2025 |
| $ | 150,102 |
|
|
| - |
|
| $ | 500,000 |
|
|
| - |
|
| $ | 150,102 |
|
Treasurer, Secretary, and Chairman of the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board of Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kip Eardley - Former President, Chief Executive |
| 2025 |
| $ | 123,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | 123,000 |
|
Officer, Treasurer, Secretary, and Chairman |
| 2024 |
| $ | 113,926 |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | 113,926 |
|
Chairman of the Board of Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond Sheets - Chief Financial Officer |
| 2025 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2024 |
| $ | 64,231 |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | 64,231 |
|
· | Kyle Madej |
Effective June 24, 2025, the Company entered into an “at-will” employment agreement with Kyle Madej wherein he serves as the President and Chief Executive Officer with a base salary of $240,000. The term of the agreement is for twelve months with automatic renewals for successive twelve months provided neither party provides notice of intent of non-renewal. The individual is eligible for an annual discretionary bonus which is determined at the sole discretion of the Board of Directors. This agreement contains other terms and conditions which are customary for the employment of an individual in that role.
Effective October 30, 2025, the Company issued to Kyle Madej 10,000 shares of Preferred Stock Series B with a fair value of $500,000 for services performed in connection with an acquisition in October of 2025 as described elsewhere in this document.
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| Table of Contents |
· | Kip Eardley |
Effective June 24, 2025, the Company accepted the resignation of Kip Eardley as President and Chief Executive Officer concurrent with the appointment of Kyle Madej to those roles as described above. Effective September 18, 2025, the Company removed Kip Eardley from all positions with the Company.
Effective July 20, 2021, the Company issued to Kip Eardley 250,000 shares of common stock with a fair value of $125,000 as compensation for services as President, Chief Executive Officer, and a Director.
· | Raymond Sheets |
Effective July 20, 2021, Raymond Sheets joined the Company wherein he served as Chief Financial Officer and in other positions on an “at will” basis on both a part-time and a full-time basis since that date. Consequently, his base salary has varied as indicated in the table above and has not been formalized for 2026. He is eligible for an annual discretionary bonus which is determined at the sole discretion of the Board of Directors.
Effective July 20, 2021, the Company issued to Raymond Sheets 250,000 shares of common stock with a fair value of $125,000 as compensation for services as Chief Financial Officer, Treasurer, and Secretary.
Summary of Directors Compensation
The following table presents the compensation earned by and/or awarded to members of the Company’s Board of Directors during the years ended December 31, 2024 and 2025.
|
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| Stock |
|
| All Other |
|
|
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| |||||
|
| Year |
| Fees |
|
| Bonus |
|
| Awards |
|
| Compensation |
|
| Total |
| |||||
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| |||||
Brett Bertolami |
| 2025 |
| $ | 10,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | 10,000 |
|
|
| 2024 |
| $ | 10,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | 10,000 |
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Dean Polizzotto |
| 2025 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
· | Brett Bertolami |
Effective December 27, 2021, the Company issued to Brett Bertolami 250,000 shares of common stock with a fair value of $125,000 as compensation for services as a member of its Board of Directors.
· | Dean Polizzotto |
Effective December 27, 2021, the Company issued to Dean Polizzotto 250,000 shares of common stock with a fair value of $125,000 as compensation for services as a member of its Board of Directors.
Indemnification of Directors and Officers
All Directors and Officers of the Company are indemnified to the fullest extent possible under Nevada law unless: i) the Director’s or Officer’s acts or omissions constituted a breach of fiduciary duties; and ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law.
| 32 |
| Table of Contents |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The table below sets forth information regarding beneficial ownership of our voting securities as of December 31, 2025, by:
· | Each person, or group of affiliated persons, known by us who beneficially owns more than 5% of any class of our voting capital stock |
· | Each of our directors; |
· | Each of our named executive officers; and |
· | All of our directors and executive officers as a group. |
The table is based on information provided to us by our directors, executive officers, and principal stockholders. Beneficial ownership is determined in accordance with the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including stock options and warrants that are exercisable within 60 days of December 31, 2025. To our knowledge, except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares of voting capital stock shown as beneficially owned by them. Shares of voting capital stock underlying derivative securities, if any, that are currently exercisable or exercisable within 60 days after December 31, 2025 are deemed to be outstanding in calculating the percentage ownership of the applicable person or group, but are not deemed to be outstanding as to any other person or group.
The Percentage of Beneficial Ownership and the Percentage of Voting Rights on a Fully Diluted Basis amounts are based upon: a) 9,690,429 shares of Common Stock issued and outstanding as of December 31, 2025; b) the assumption that all eligible shares of Preferred Stock have been converted into shares of Common Stock and all eligible warrants have been exercised; and c) the recognition that the pool of eligible votes on a fully-diluted basis totals 76,080,429 votes. The difference of 66,390,000 votes is primarily attributable to 2,000,000 shares of Preferred Stock Series A outstanding as of December 31, 2025 of which has no ability to convert into Common Stock, but each individual share has the right to 30 votes.
Individuals and entities with beneficial ownership and voting rights as of December 31, 2025 are as follows:
Names and Addresses of Beneficial Owners |
| Common Shares Beneficially Owned |
|
| Percentage of Beneficial Ownership (9) |
|
| Percentage of Voting Rights on a Fully Diluted Basis (10) |
| |||
Investors |
| |||||||||||
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|
| |||
Padang Padang, Ltd (1) |
|
| 12,190,429 |
|
|
| 20.5 | % |
|
| 79.5 | % |
Tiger Trout Capital Puerto Rico, LLC (2) |
|
| 2,120,000 |
|
|
| 18.0 | % |
|
| 2.8 | % |
Huntsky Capital, Inc (3) |
|
| 2,000,000 |
|
|
| 17.1 | % |
|
| 2.6 | % |
Three Rivers Consulting, LLC (4) |
|
| 1,150,700 |
|
|
| 11.5 | % |
|
| 1.5 | % |
Lenny Moralis (5) |
|
| 1,135,000 |
|
|
| 10.6 | % |
|
| 1.5 | % |
Orion 4, LLC (6) |
|
| 1,049,300 |
|
|
| 10.1 | % |
| *... |
| |
Kip Eardley and Michelle Turpin (7) |
|
| 900,000 |
|
|
| 9.3 | % |
|
| 1.2 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officers and Directors (8) |
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Kyle Madej - President, Chief Executive Officer, Treasurer, Secretary, and Chairman of the Board |
|
| 1,640,000 |
|
|
| 16.1 | % |
|
| 1.6 | % |
Raymond Sheets - Chief Financial Officer |
|
| 250,000 |
|
|
| 2.6 | % |
| *... |
| |
Brett Bertolami - Director |
|
| 250,000 |
|
|
| 2.6 | % |
| *... |
| |
Dean Polizzotto - Director |
|
| 250,000 |
|
|
| 2.6 | % |
| *... |
| |
All Officers and Directors as a group (4 persons) |
|
| 2,395,000 |
|
|
| 23.5 | % |
|
| 2.6 | % |
| 33 |
| Table of Contents |
Notes:
(1) | Padang Padang, Ltd is owned by Ashley Farmer and its mailing address is 631 Brawley School Road, Suite 300, Box 181, Mooresville, NC 28117. |
(2) | Tiger Trout PuertoRico, LLC is owned by Alan Masley and its mailing address is 1357 Ashford Avenue, Suite 2-267, San Juan, PR 00907. |
(3) | Huntsky Capital, Inc is owned by Hunter Nevitt and its mailing address is 32 North Gould Street, Sheridan, WY 82801. |
(4) | Three Rivers Consulting, LLC is owned by Brian Jacobelli and its mailing address is 23 Overlook, Pittsburgh, PA 15222. |
(5) | Lenny Moralis’ address is 2555 South Atlantic Avenue, Daytona Beach, FL 32118. |
(6) | Orion 4, LLC is owned by Michael Khoressani and its mailing address is 6 Marwood Road, Port Washington, NY 11050. |
(7) | The Company is engaged in litigation against Kip Eardley and Michelle Turpin as described elsewhere in this Report in Part I, Item 3, Legal Proceedings. The number of shares and the related percentages disclosed herein are subject to change based upon the outcome of such litigation. |
(8) | The mailing address for our Executive Officers and Directors is c/o Sentinel Holdings Ltd, 44262 North Division Street, Lancaster, CA 93535. |
(9) | This percentage is calculated by a) taking the total shares beneficially owned or controlled by each individual/entity; and b) dividing that amount by the total of i) the number shares of Common Stock issued and outstanding as of December 31, 2025 plus ii) the total shares beneficially owned or controlled by each individual/entity. |
(10) | This percentage is calculated by: a) taking the total shares beneficially owned or controlled by each individual/entity; and b) dividing that amount by 76,080,429, the total number of the pool of eligible votes on a fully-diluted basis. |
“*” | Less than 1%. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Set forth below, if applicable, are summaries of related person transactions for Sentinel Holdings Ltd covering the periods indicated. It is our intention to ensure that all future transactions, if any, between us and related persons are approved by our audit committee or a majority of the independent and disinterested members of our Board of Directors (except for compensation arrangements, which are approved by our compensation committee), and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties. See “Policies and Procedures for Related Person Transactions” below.
Certain Relationships and Related Transactions
As more fully described in Item 12 above, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters:
· | Padang Padang, Ltd is a related party as it owns 20.5% of the Company and controls 79.5% of the voting power of the Company on a fully diluted basis; and |
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· | Kyle Madej is a related party as he serves as the Company’s President, Chief Executive Officer, Treasurer, Secretary, and Chairman of the Board and owns 16.1% of the Company on a fully diluted basis. |
| 34 |
| Table of Contents |
Further, the Company entered into the following transactions with those two parties during the two years ended December 31, 2025 as follows:
· | On September 6, 2024 and as more fully described in Note 15(b), Shareholder Equity (Deficit) - Financing Activities - 2024 - (vi), the Company entered into a consulting agreement with Padang Padang, Ltd (“Padang”), the Company’s majority shareholder a related party, for a one-year period wherein the Company agreed to provide compensation to Padang in the form of the issuance of 50,000 shares of Preferred Stock Series B. |
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· | On October 28, 2025 and as more fully described in Note 14, Commitments and Contingencies, and Note 15(b), Shareholder Equity (Deficit) - Financing Transactions, the Company entered into a consulting agreement with Padang for a one-year period wherein the Company agreed to compensate Padang $20,000 per month and issue 1,600,000 shares of Preferred Stock Series A. |
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· | On October 30, 2025 and as more fully described in Note 3, Acquisition, and Note 15(b), Shareholder Equity (Deficit) - Financing Transactions, the Company issued 10,000 shares of Preferred Stock Series B to a related party, the Company’s President and CEO, as compensation for services performed in connection with the acquisition of the Opsec business. |
Corporate Governance and Director Independence
The Company has:
· | Not yet established its own definition for determining whether its directors and nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system. Our current Chairman would not be deemed to be “independent” under any applicable definition given that he is an Officer of the Company; and |
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· | Not yet established any committees of the Board of Directors. |
Given the nature of the Company’s business, its limited stockholder base, and the current composition of Management, the Board of Directors does not believe that the Company requires any corporate governance committees at this time.
As of the date of this Report, the entire Board serves as the Company’s audit committee.
Policies and Procedures for Related Person Transactions
Our Board of Directors has plans to adopt a written policy with respect to related person transactions. This policy will govern the review, approval, or ratification of covered related person transactions. Until such time that an audit committee is established, our Board of Directors will manage this policy.
For purposes of the policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant, and the amount involved exceeds the applicable dollar threshold set forth under Item 404 of Regulation S-K and in which any related person had, has or will have a direct or indirect material interest. As defined in Item 404 of Regulation S-K, “related person” generally includes our directors (and director nominees), executive officers, holders of more than 5% of our voting securities, and immediate family members or affiliates of such persons.
The policy will generally provide that we may enter into a related person transaction only if:
· | The audit committee pre-approves such transaction in accordance with the guidelines set forth in the policy; |
· | The transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the audit committee (or the chairperson of the audit committee) approves or ratifies such transaction in accordance with the guidelines set forth in the policy; |
· | The transaction is approved by the disinterested members of the board of directors, or |
· | The transaction involves compensation approved by our compensation committee |
The policy will provide that all related person transactions will be disclosed to the audit committee, and all material related person transactions will be disclosed to the Board of Directors. Additionally, all related person transactions requiring public disclosure will be properly disclosed, as applicable, on our various public filings.
| 35 |
| Table of Contents |
Item 14. Principal Accounting Fees and Services.
Independent Public Accountants
On March 22, 2024, the Board approved and the Company engaged Bush & Associates CPA LLC (Bush) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2023 and reported the same in a Form 8-K filed on that date.
Audit Fees
The aggregate fees billed for professional services rendered by Bush for the audit of the Company’s annual financial statements and the reviews of the Company’s quarterly interim financial statements during the years ended December 31, 2025 and 2025 were as follows:
|
| 2025 |
|
| 2024 |
| ||
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|
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| ||
Audit fees and audit related fees |
| $ | 105,000 |
|
| $ | 81,000 |
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Tax and other fees |
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| - |
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|
| - |
|
Total |
| $ | 105,000 |
|
| $ | 81,000 |
|
| 36 |
| Table of Contents |
Item 15. Exhibits, Financial Statement Schedules.
Exhibit No. |
| Description |
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3.1 |
| Amended and Restated Articles of Incorporation |
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3.2 |
| Certificate of Amendment Series A Preferred Filed with the State of Nevada on April 2, 2021 |
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3.3 |
| Amended and Restated By-Laws |
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10.1 |
| Form of Note Agreement |
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10.2 |
| Form of Employment, Confidential Information, Invention Assignment and Arbitration Agreement |
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14.1 |
| Code of Ethics |
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101.INS |
| Inline XBRL Instance Document.* |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document.* |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document.* |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document.* |
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101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document.* |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document.* |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* |
____________
* Filed herewith.
Item 16. Form 10-K Summary.
Not applicable.
| 37 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SENTINEL HOLDINGS Ltd |
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Date: June 5, 2026 | By: | /s/ Kyle Madej |
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| Kyle Madej |
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| President, Chief Executive Officer, Treasurer, Secretary, and Director (Principal Executive Officer) |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
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| President, Chief Executive Officer |
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/s/ Kyle Madej |
| Treasurer, Secretary, and |
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Kyle Madej |
| Chairman of the Board |
| June 5, 2026 |
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/s/ Raymond Sheets |
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Raymond Sheets |
| Chief Financial Officer |
| June 5, 2026 |
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/s/ Brett Bertolami |
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Brett Bertolami |
| Director |
| June 5, 2026 |
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/s/ Dean Polizzotto |
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Dean Polizzotto |
| Director |
| June 5, 2026 |
| 38 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
AND RULE 13A-14 OF THE EXCHANGE ACT OF 1934
CERTIFICATION
I, Kyle Madej, certify that:
| 1) | I have reviewed this Annual Report of Sentinel Holdings Ltd on Form 10-K for the year ended December 31, 2025; | |
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| 2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
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| 4) | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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| 5) | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: June 5, 2026 | By: | /s/ Kyle Madej |
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| Kyle Madej |
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| President, Chief Executive Officer, Treasurer, Secretary, and Chairman of the Board (Principal Executive Officer) |
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EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
AND RULE 13A-14 OF THE EXCHANGE ACT OF 1934
CERTIFICATION
I, Raymond Sheets, certify that:
| 1) | I have reviewed this Annual Report of Sentinel Holdings Ltd on Form 10-K for the year ended December 31, 2025; | |
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| 2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
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| 4) | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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| 5) | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: June 5, 2026 | By: | /s/ Raymond Sheets |
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| Raymond Sheets |
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| Chief Financial Officer (Principal Financial Officer) |
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EXHIBIT 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S. C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Sentinel Holdings Ltd (the “Company”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kyle Madej, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
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| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: June 5, 2026 | By: | /s/ Kyle Madej |
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| President, Chief Executive Officer, Treasurer, Secretary, and Chairman of the Board of Directors |
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| (Principal Executive Officer) |
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EXHIBIT 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S. C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Sentinel Holdings Ltd (the “Company”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raymond Sheets, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
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| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: June 5, 2026 | By: | /s/ Raymond Sheets |
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| Raymond Sheets |
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| Chief Financial Officer (Principal Financial Officer) |
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