UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED December 31, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 333-193220

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS ~~INC~~LTD. ~~(Exact name of registrant as specified in its charter)~~

FKA JAMES MARITIME HOLDINGS INC.

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code: +1 ~~801~~(702) 237-~~706-9429~~6834

Securities registered pursuant to Section 12(b) of the Act:

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

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 ☐ No ☒

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. Yes ☐ No ☒

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). Yes ☒ No ☐

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	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~June~~April 38th, ~~2024~~2025, there were 8 9,~~566~~371,429 shares of our common stock, par value $0.001 per share, and ~~400~~450,000 shares of our preferred stock, par value $0.001 outstanding.

As of June 328, 2024, the Company had an aggregate market value of its common stock of $5142,~~398~~171,~~574~~430.

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS ~~INC.~~Ltd

FORM 10-K

FOR THE YEAR ENDED December 31, ~~2022~~2024

TABLE OF CONTENTS

		PAGE
PART I
Item 1	Business	4
Item 1A	Risk Factors	1110
Item 1B	Unresolved Staff Comments	1110
Item 2	Properties	1110
Item 3	Legal Proceedings	1110
Item 4	Mine Safety Disclosures	1110
PART II
Item 5	Market for Registrant’s Common Equity and Related Stockholder Matters	1211
Item 6	[RESERVED]	14
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	1725
Item 8	Financial Statements and Supplementary Data	F-1
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	1826
Item 9A	Controls and Procedures	1826
Item 9B	Other Information	1927
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	1927
PART III
Item 10	Directors, Executive Officers of the Registrant	2028
Item 11	Executive Compensation	2230
Item 12	Security Ownership of Certain Beneficial Holders and Management	2434
Item 13	Certain Relationships and Related Transactions	2535
Item 14	Principal Accountant Fees and Services	2537
PART IV
Item 15	Exhibits, Financial Statement Schedules	2638
Signatures		2739

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Forward-Looking Statements

This annual report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words “believe,” “anticipate,” “expect,” “will,” “estimate,” “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved. Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024. The terms “~~JMTM~~SNTL,” “we,” “us,” “our,” and the “Company” refer to ~~James~~Sentinel ~~Maritime~~ Holdings ~~Inc~~Ltd.

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PART I

Item 1. Business.

Overview

~~James~~Sentinel ~~Maritime~~ Holdings ~~Inc.~~Ltd, a Nevada corporation (~~“James~~the ~~Maritime~~“Company”), conducts ~~substantially~~its ~~all of the Company’s~~ business through its ~~subsidiaries,~~wholly ~~its majority-~~owned subsidiary, ~~Gladiator~~United ~~Solutions~~Security Specialists Inc. (“~~Gladiator~~USS”), and its ~~wholly~~ majority-owned subsidiary, ~~United~~Gladiator ~~Security~~Solutions ~~Specialists~~ Inc. (“~~USS~~Gladiator”). ~~(James~~Effective ~~Maritime~~April 2, ~~Gladiator~~2025, ~~and~~the ~~USS~~Company ~~shall~~changed beits ~~referred~~name to ~~collectively~~Sentinel asHoldings ~~the “Company”)~~Ltd.. ~~Gladiator~~USS ~~produces~~provides ~~revenues~~professional ~~through~~security ~~the~~personnel ~~distribution~~and ~~of personal protective products~~services, ~~primarily~~enhanced ~~through~~by ~~mail~~smartphone-inbased ~~orders~~security toapplications, ~~customers~~while orGladiator’s ~~via~~operations, ~~e-commerce~~previously ~~sales~~focused ~~generated~~on ~~through~~personal ~~their~~protective ~~website.~~products, ~~USS~~are ~~provides~~currently ~~professional~~limited ~~security~~due ~~personnel~~to ~~enhanced~~ongoing ~~by smartphone-based security applications~~litigation. Both ~~Gladiator~~subsidiaries ~~and USS~~ are based in California.

Our Company

~~James~~Sentinel ~~Maritime~~Holdings ~~has~~Ltd, ~~a long history operating in~~ the ~~U.S. public markets. The~~ “Company” was originally incorporated under the laws of the State of Delaware as Out-Takes, Inc. on March 18, 1992. The asCompany ~~Out~~developed ~~Takes,~~and ~~Inc. Through~~managed ~~Los~~franchised ~~Alamos~~personal ~~Energy,~~portrait ~~LLC,~~locations until 1996 when they shifted their focus towards the ~~Company~~acquisition ~~operated~~and management of a waste gas electricity plant in Los Alamos, California~~, which was acquired from American Cogenics in 1996~~. Due to uncertainties arising from PG&E’'s bankruptcy, ~~Los~~the ~~Alamos~~Company ~~Energy~~ elected to terminate its contract with PG&E, and instead entered into a Participating Generator Agreement with the California Independent System Operator (“"ISO). Despite its best efforts to adjust to the turbulent California energy markets, the Company was unable to sustain its operations and shut its power plant down in November 2001 because it did not have capital available for the plant maintenance that was required for continued operations.

In 2002, ~~because~~ the ~~power plant was inoperable, management began searching for potential merger and combination opportunities, with no success. After the power industry somewhat stabilized in California, the~~ Company entered into a new power purchase agreement with PG&E and attempted to recommence operations. In order to recommence power operations, the Company had to service and refurbish the ~~Los Alamos Energy~~ power generation equipment, and to pay current its obligations ~~with~~to ~~Nickson’s Machines amongst other~~ creditors. In order to meet these obligations, the Company attempted to enter into an informal reorganization plan towith creditors which, was ultimately unsuccessful, and it became clear that the Company would not be able to move forward inwith the recommencement of its operations.

InBetween ~~June~~2007 ofand ~~2007~~2014 the Company ~~filed~~undertook athe ~~Notice~~process of divesting itself of assets and unwinding contracts and reorganizing its business. The Company implemented a termination and recission agreement which was signed, implemented and all terms of ~~their~~the ~~SEC~~rescission ~~registration~~were oncompleted. On ~~Form~~September 1514, in2014, ~~order~~the Company entered into a Debt Settlement Agreement settling all outstanding debts and obligations of the Company owed to ~~restructure~~the Releasor or its ~~operations~~assigns.

~~Between~~In ~~2007 and~~ 2014 ~~the~~Kip ~~Company~~Eardley ~~undertook~~was ~~the~~elected ~~process~~as ofa ~~divesting itself of assets in order to pay down creditors, unwinding contracts and reorganizing its business. This process culminated on September 14, 2014, when Lance Hall, the sole officer and~~ director ~~of the Company,~~ and ~~majority~~appointed ~~interest owner and managing member of Los Alamos Energy, LLC, a California Limited Liability Company (“Releasor”), entered into a Debt Settlement Agreement with the Company~~ to ~~settle~~serve ~~all~~as ~~outstanding~~President ~~debts~~ and ~~obligations~~CEO of the Company ~~owed to the Releasor or its assigns. The agreement also memorialized a termination~~ and ~~recission~~has ~~agreement~~maintained ~~which~~that ~~was~~position ~~signed, implemented and all terms of the rescission were completed on March 31, 2013, which effectively terminated and cancelled all ties and obligations~~ to ~~Los Alamos Energy, LLC previously agreed to in the purchase and sale agreement dated August 31, 1998~~date. ~~As part of the agreement Mr. Hall received $25,000 and 300,000 post-split common restricted shares of the Company (issued March 31, 2015), valued at $36,000 giving him control of the Company.~~

OnIn ~~September~~January ~~18,~~of ~~2014~~2015 ~~Mr.~~the ~~Hall~~Company ~~appointed~~was ~~Mr.~~redomiciled ~~Masayuki~~from ~~Tsuda,~~Delaware ~~Ms. Kazuyo Horigane as directors, Kip Eardley was appointed~~ to ~~serve~~Nevada asin ~~Director,~~conjunction ~~President~~with ~~and CEO of~~ the Company ~~and~~effectuating ~~Mr.~~a ~~Hall’s~~reverse ~~resignation~~split ~~was accepted. In September~~ of ~~2014,~~its ~~the~~capital ~~three~~stock ~~members of the Board of Directors funded the ongoing cleanup expenses~~ and ~~facilitated~~ a ~~search~~name ~~for~~change ~~synergistic or complementary corporate teaming partners that might be a candidate for a cooperative business combination. After the initial advance, it soon became clear~~ to ~~the~~Sentinel ~~Directors~~Holdings ~~that the Company’s expenses were too high and likely unsustainable unless they were immediately reduced~~Ltd.

~~Shortly~~After ~~thereafter,~~changing ~~the~~its ~~board~~name ofand ~~directors~~re-domiciling ~~voted~~ to ~~redomicile the Company from Delaware to~~ Nevada ~~in order to reduce annual expenses. In conjunction with the redomicile~~, the Company ~~also~~began ~~effectuated~~to apursue ~~reverse split of its capital stock and on January 23, 2015,~~ a ~~company~~growth ~~named~~strategy ~~James~~through ~~Maritime~~merger Holdings, Inc. was incorporated in the State of Nevada. On February 23, 2015, Out-Takes, Inc. merged with James Maritime Holdings, Inc., with Out-Takes being the surviving company resulting in a redomicile and ~~change of the Company name to James Maritime Holdings, Inc~~acquisition.

~~After~~The ~~changing its name and re-domiciling to Nevada, the~~ Company ~~began~~continues to aggressively pursue a growth ~~strategy~~by ~~through~~acquisition ~~merger~~model and ~~acquisition. After~~is ~~vetting~~currently ~~numerous~~identifying ~~merger~~other ~~candidates,~~potentially ~~the~~attractive ~~Company~~M&A ~~eventually~~candidates ~~entered~~in ~~into~~the aprivate ~~share~~security ~~exchange~~and ~~agreement~~personal ~~with~~protective ~~Sweet~~equipment ~~Hemp~~industries, ~~Alabama~~as inwell ~~2019. Sweet~~as ~~Hemp Alabama was engaged~~ in ~~the~~other ~~sale~~business ofverticals ~~hemp~~that ~~products~~management ~~through~~deems ~~vending~~to ~~machines~~be ~~and other means~~ of ~~distribution~~strategic importance.

In ~~2020,~~December itof ~~became~~2021, ~~clear that~~ the ~~Sweet~~Company ~~Hemp~~entered ~~Alabama~~into a share exchange ~~should~~agreement ~~not~~with beGladiator ~~closed~~Solutions, ~~because~~Inc. ~~Sweet~~and ~~Hemp~~certain ~~could~~shareholders ~~not~~of ~~meet their closing obligations~~Gladiator, soand the Company ~~began~~acquired toa ~~unwind~~majority ~~the contract. Majority voting control~~ of the ~~Company~~issued ~~was~~and ~~changed~~outstanding ~~again~~capital instock ~~March~~ of ~~2020~~Gladiator ~~when~~in ~~shares~~exchange ~~were~~for ~~issued~~a tonew ~~consultants~~issuance ~~who~~of ~~were~~Company ~~hired~~common bystock ~~the Company~~ to ~~help~~the ~~identify~~Gladiator ~~top tier merger candidates as potential acquisition candidates~~shareholders.

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After a renewed search process, on December 13, 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 to the Gladiator shareholders.

On June 11, 2022, the Company entered into a share exchange agreement with United Security Specialists, Inc. 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 our shareholders. The company received approval from FINRA regarding this name change on April 5, 2025.

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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.

Our Business

As ~~mentioned~~of ~~above~~December 31, 2024, the Company’s primary business is ~~currently~~providing ~~pursuing~~armed anand ~~aggressive~~unarmed ~~growth~~security ~~strategy~~services through ~~M&A~~its ~~through~~subsidiary, ~~strategic~~United ~~acquisition~~Security inSpecialists ~~the~~Inc. ~~private~~(“USS”). USS offers professional security, personnel ~~protective~~and ~~equipment~~services, ~~and~~including ~~defense~~on-site ~~industries. Through~~protection, ~~our~~mobile ~~subsidiaries~~patrol, ~~James~~and ~~Maritime~~event ~~Holdings~~security, ~~Inc~~enhanced by smartphone-based security applications. isUSS ~~well~~operates ~~positioned~~primarily toin beCalifornia atand ~~the~~serves ~~forefront~~a ofdiverse ~~personal~~clientele, ~~protective~~including ~~products~~businesses, ~~private~~residential ~~security~~communities, and ~~government~~event ~~contracting~~organizers.

The ~~strategic~~Company’s ~~acquisition~~other ofsubsidiary, Gladiator Solutions, Inc. ~~made~~(“Gladiator”), uspreviously afocused ~~leading~~on ~~personal~~the ~~protective~~production ~~product~~ and ~~technology~~sale ~~company~~of ~~with~~personal anprotective ~~established~~products, ~~line~~including ~~of trusted~~ body armor, ~~ballistic plates~~ and ballistic ~~materials~~plates. ~~The~~ ~~timing~~However, ~~for this acquisition was well timed to take advantage of an expansion in demand for these products~~ as ~~a result~~ of ~~the~~mid-2023, ~~recent fighting in~~ the ~~Ukraine~~Company ~~and~~ceased ~~our~~selling ~~efforts to supply our allies with lifesaving~~ personal protective equipment~~. By~~ ~~exporting~~under ~~our~~the ~~products~~Gladiator ~~during~~brand ~~this~~due ~~critical~~to ~~time,~~ongoing welitigation. ~~are~~Gladiator’s ~~able~~operations toremain ~~boost~~limited, ~~sales~~ and ~~brand recognition for~~ the ~~Gladiator~~Company ~~line~~plans ofto ~~ballistics~~relaunch ~~plates~~the ~~while~~product ~~also~~line ~~expanding~~and ~~revenues~~expand ~~for~~its ~~additional~~offerings ~~strategic~~once ~~acquisitions in~~ the ~~defense~~litigation ~~space~~is resolved.

~~Shortly~~The ~~after closing our transaction with Gladiator, the~~ Company ~~entered~~is ~~into~~pursuing an ~~agreement~~aggressive togrowth ~~acquire~~strategy ~~United~~through ~~Security~~acquisitions ~~Specialists,~~in ~~Inc.,~~the ~~a leading~~ private security, ~~company~~personal ~~with~~protective ~~licenses~~equipment, ~~in California~~ and ~~key~~defense ~~guard~~industries. ~~service~~Management ~~contracts~~is ~~for~~actively ~~armed~~identifying ~~and~~acquisition ~~unarmed~~candidates ~~security~~with ~~services. USS~~technologies isin aunmanned ~~recognized~~systems, ~~industry~~space ~~leader~~and insatellite ~~this~~communications, ~~rapidly~~electronic ~~growing market~~warfare, and ~~this~~Command, ~~acquisition~~Control, ~~positions~~Communication, ~~well~~Computing, ~~for~~Combat, ~~potentially~~Intelligence ~~uncertain~~Surveillance ~~times ahead where security~~ and ~~protective~~Reconnaissance ~~services~~(“C5ISR”) ~~will~~systems. beThe ~~increasingly~~Company ~~shifted~~believes ~~onto~~that ~~the~~increasing ~~private~~compliance ~~security~~requirements, ~~industry. As~~such ~~this~~as ~~segment of~~ the ~~market~~Cyber ~~continues~~Security toMaturity ~~expand~~Model Certification, we will becreate ~~able~~opportunities ~~to leverage the Gladiator product line~~ for ~~any~~consolidation ~~contracts~~in ~~that~~the ~~require~~defense ~~armed~~and security ~~with ballistic plates, or whenever our private security clients have security teams that require ballistic plates~~sectors.

We hope to continue this trend as we expand into other security industry verticals as we identify additional acquisition candidates with disruptive, transformative or high technology defense systems and products that we can market to our existing client based at an affordable cost. We will continue to identify acquisition candidates with existing or developmental technologies for unmanned systems, space and satellite communications, electronic warfare and Command, Control, Communication, Computing, Combat, Intelligence Surveillance and Reconnaissance (“C5ISR”) Systems. Increasingly complicated compliance requirements and capital requirements will ensure that the barriers to entry in this space remain high, and we anticipate that upcoming requirements like Cyber Security Maturity Model Certification will force small businesses out of this space and away from defense contracting because they will not be able to justify the time and capital required to bid on government contracts. Moreover, the challenges with hiring quality guards, and the costs of insurance and inflation will continue to force a consolidation in the private security industry as poorly run security companies are forced out of the business.

Industry Background

InThe ~~2022, the~~ U.S. ~~increased~~national ~~its~~security ~~National~~budget ~~Security~~continues ~~Budget~~to bygrow, with a 5.6% increase to $782~~,000,000,000~~ billion for Fiscal Year 2022 and ~~approved~~an additional 4% increase to $813~~,300,000,000~~.3 billion for Fiscal Year 2023 ~~representing an additional 4%~~. In May 2022, the Additional Ukraine Supplemental Appropriations Act, ~~2022,~~provided ~~was approved providing an additional~~ $40~~,000,000,000~~ tobillion ~~help~~in support ~~the~~for Ukraine. ~~Meanwhile,~~ ~~according~~According to a ~~research~~ study ~~published to Globe Newswire~~ by The Insight ~~Partners1~~Partners, the homeland security market is ~~expected~~projected to grow ~~in size~~ from ~~a value of~~ $188~~,990,000,000~~.99 billion in 2022 to $275~~,500,000,000~~.5 billion by 2028, ~~representing~~at a compound annual growth rate of 6.5%. Management believes that strategic acquisitions are key to capturing this expanding market.

~~Management~~About ~~for~~United ~~the~~Security ~~Company~~Specialists ~~believes that the best way to capture this growing market is by aggressively expanding our operations through acquisition~~Inc.

About Gladiator Solutions, Inc.

Gladiator Solutions Inc. was originally developed by Law Enforcement and Military Personnel with one simple idea…to ensure the highest level of safety and comfort, at an affordable price. Our key emphasis is to provide our customers with lighter, safer and more affordable solutions that have greater ballistic capability. Our full line of hard armor plates, tactical ballistic plate carriers, soft armor inserts and vests, helmets, shields, and other ballistic products and accessories incorporate the latest materials and technology to ensure maximum protection and performance.

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1 https://www.theinsightpartners.com/reports/homeland-security-market

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Gladiator is an original equipment manufacturer (OEM) of personal protective systems. Whether for local law enforcement, federal and state agencies or the military, our High-Performance Polyethylene (HPPE) and hybrid UHMWP/Ceramic armor provides the highest level of protection at the lightest weight.

Gladiator products are leading the way with ultimate protection, extreme comfort, minimal weight products at unsurpassed value.

Gladiator products are tested and certified in accordance with protocols developed by the National Institute of Justice, US Military Specification and European Ballistics Standards.

Gladiator proudly employs retired Law Enforcement and Military personnel across virtually all functional areas within the Gladiator organization including Sales & Marketing, Distribution, Operations, Product Development/Innovation and Tactical Training.

What Sets Gladiator Apart?

We offer top quality solutions for Federal, State and Local Law Enforcement agencies, First Responders, National Armed forces, and Independent Security Contractors.

Unsurpassed Quality & Value

Our products provide extreme lightweight, incredible comfort, maximum strength solutions at affordable prices, without compromising performance, durability or quality.

Round Dispersion Technology (RDT)

Our ballistic plates absorb the round rather than deflecting/spalling like steel or fracturing like Ceramic. RDT spreads the kinetic energy delivered by the round from the point of impact to the surrounding area, diffusing the forces of impact over a larger area and dispersing the force of the round impact.

Testing Protocol

To ensure the highest quality solutions, we age, test and certify our NIJ & Special Threat plates to and beyond certification standards. This enables Gladiator to warranty our plates to 10 years vs. the industry standard 5 years. While most testing is conducted with the widest spread for impact points (to reduce the kinetic energy absorbed by the armor material),we target the smallest area possible with the highest concentration of kinetic energy in a localized area of impact, providing Gladiator with the confidence that we are providing the highest strength to weight ratio solution to our customers.

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Materials & Composition

Our products are manufactured from high strength, high durability materials. The performance of these materials enables Gladiator to provide a 10-year warranty. While other products tend to break down over time, our products are manufactured from Polyethylene and Ceramic materials, providing a long and unsurpassed service life.

Compliance

We conduct our sales in accordance with Department of Justice (DOJ), the Commerce Department and the Department of State ruled governing all export controls including the International Traffic in Arms Regulation (ITAR).

Customer Satisfaction

Our customer service is industry leading, delivering products within 4-6 weeks of order and providing timely updates throughout the production process.

Gladiator’s Capabilities

In addition to providing the highest quality ballistic protection, Gladiator also offers a full arrangement of tactical outfitting and equipment from some of the most respected brands in the industry.

Uniform Apparel Military and Law Enforcement

· LE Duty and Patrol Uniforms · LE Under Cover Apparel · Military Field Uniforms · Uniform Footwear · Hats, Ball Caps and Belts · Embroidery and Screen Printing

Duty Gear Military and Law Enforcement

· Armor Carriers (hard & soft) · Chest Rigs · Pouches; ammunition, radio, medical, admin · Packs and Bags · Duty Belts and War Belts · Holsters, up to Level III retention, light & laser compatible

Medical Gear

· IFAK and First AID kits and Products · Field Trauma Kits and Products · Medical Supplies and Equipment

Optical Enhancement Devices

· Night Vision Goggles · Night Vision Scopes · IR Devices

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About United Security Specialists

USS Mission

The mission of USS is to recruit right, train right, and respond early. Our clients should expect day-to-day quality, consistency, and professionalism. Our security personnel are more experienced, better supervised, and are dedicated to the highest level of work.

USS History

USS was built on ethics and integrity. Kyle ~~and~~Madej, ~~Henry~~as ~~founded~~a ~~this~~co-founder ~~company~~of USS, engaged in the security services in 2017 when they discovered a number of industry practices that were neither ethical nor acceptable. ~~Since~~Starting ~~both of them had been around in this industry for decades, starting~~ USS was an exciting endeavor that had allowed them to utilize and combine their years of experience with their 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. It is the strong relationship bonds that help our company continue to grow and to serve more valued partners.

Our Guards

We have highly trained and committed professionals from law enforcement, military, and security veterans’ communities who are all specializing in providing one thing: on site, visible protection. We take pride in delivering the highest level of trust 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 Services

We pride ourselves in providing the most reliable protection in the security guard industry. With over 10 years of experience, we have proven to be unshakable and trustworthy. To enhance our service, we implement the latest technology into our process. With our mobile app provided by SilverTrac, our guards are able to check in, make reports and take photos in real time as they patrol.

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USS will also focus on adding services which customize real-time remote monitoring enhanced by artificial intelligence with timely in person security response.

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

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On Site Protection

As a trusted provider of security specialists in the Bay Area, we understand the importance of reliable, professional and courteous security service, especially when it involves on-site protection at your establishment. Regardless of the scale of your need, from a single guard at the reception area to deploying multiple teams of officers for warehouse protection, USS will provide your organization with a solution that fits for you and your team.

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Starting with our risk assessment framework, our expertise is in efficiently and effectively developing solutions that match different combinations of business environments and their specific security needs.

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Mobile Patrol

Having security specialists check in on your property on a scheduled route is a prevalent approach for many businesses that do not require a constant on-site presence. Our risk assessment team will help determine the most appropriate time frame and frequency of the patrolling route. Our licensed security specialists will carry out all of the inspection procedures designed specifically for your site according to plan. All activities are updated through our proprietary real-time reporting and location-tracking technology. We pride ourselves in utilizing the latest technology to enhance our services. With our proprietary mobile app provided by SilverTrac, our guards are able to check in, file incident reports and take photos in real time as they patrol.

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Event Security

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USS has an outstanding track record as a top tier event security partner. We have solid experience with security and crowd control at major concerts, outdoors events and convention center programs. Our specialists are well-trained for large events so they can easily identify potential threats and mitigate them to avoid interruptions and disturbances. With USS as your partner, you can focus on the event agenda knowing that your employees and guests are safe, litigation risk is reduced, and your event will go off without a hitch.

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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 field, our supervisors and our administrative support. For guard services, this allows us to minimize the #1 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 synagogues and schools.

In the protective products industry, our strength is the unsurpassed quality and value of our products. Not only are our products light weight and comfortable, but we are able to provide the maximum level of ballistic protection at affordable prices, and without compromising performance, durability or quality.

Our desire to drive innovation and create ever lighter, stronger, more practical and effective products and protection solutions is what drives us. As a lean, flexible and nimble company, we are constantly challenging the status quo within our organization, and we are never set in our ways. Through innovation we are able to deliver a lighter, thinner and more effective for ballistic protective plate for law enforcement, military and responsible civilians.

We are always working harder to strengthening the Gladiator community by raising our standards of customer service and overall customer satisfaction. Our team is an industry leader in customer service, and we achieve this by delivering products much faster that our competition, usually within 4-6 weeks while providing timely updates throughout the production process.

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About Gladiator Solutions, Inc.

The Company is currently focused on building its operations in the armed and unarmed security business. As of mid-2023, we stopped selling personal protective equipment (PPE), and we currently do not sell any of these products under the Gladiator business. Looking forward, we intend to relaunch the Gladiator product line and hope to expand our offerings in the future to include some of the PPE products described herein. FOR THE AVOIDANCE OF ALL DOUBT AS OF MID-2023 WE STOPPED SELLING PPE AND WE ARE NOT CURRENTLY SELLING ANY GLADIATOR SOLUTIONS, INC. PRODUCTS.

It should be noted that there are aspects of the Gladiator Solutions, Inc. operations that have been tied up in litigation and disputes since roughly mid 2023 and therefore remain in a holding pattern subject to the outcome thereof. Once the litigation involving the Gladiator brands fully resolved, the Company plans to reinvest in the brand name, revamp the product line and relaunch the product line under the established Gladiator brand name, but until such time as these matters are resolved we will maintain the status quo and Gladiator operations will remain highly limited.

Gladiator Solutions Inc. was originally developed by Law Enforcement and Military Personnel with one simple idea…to ensure the highest level of safety and comfort, at an affordable price. Our key emphasis is to provide our customers with lighter, safer and more affordable solutions that have greater ballistic capability. Gladiator Solutions, Inc. developed a full line of hard armor plates, tactical ballistic plate carriers, soft armor inserts and vests, helmets, shields, and other ballistic products and accessories incorporate the latest materials and technology to ensure maximum protection and performance.

Gladiator products are focused on ultimate protection, extreme comfort, minimal weight products at unsurpassed value.

Gladiator products are tested and certified in accordance with protocols developed by the National Institute of Justice, US Military Specification and European Ballistics Standards.

What Sets the Gladiator Brand Apart?

The Gladiator brand was built about offering top quality solutions for Federal, State and Local Law Enforcement agencies, First Responders, National Armed forces, and Independent Security Contractors. In the protective products industry, our strength is the quality and value of our products. Not only are our products light weight and comfortable, but we are able to provide the maximum level of ballistic protection at affordable prices, and without compromising performance, durability or quality.

Unsurpassed Quality & Value

Gladiator branded products provide extreme lightweight, incredible comfort, maximum strength solutions at affordable prices, without compromising performance, durability or quality.

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Round Dispersion Technology (RDT)

Gladiator ballistic plates absorb the round rather than deflecting/spalling like steel or fracturing like Ceramic. RDT spreads the kinetic energy delivered by the round from the point of impact to the surrounding area, diffusing the forces of impact over a larger area and dispersing the force of the round impact.

Testing Protocol

To ensure the highest quality solutions, we age, test and certify our NIJ & Special Threat plates to and beyond certification standards. This enables Gladiator to warranty our plates to 10 years vs. the industry standard 5 years. While most testing is conducted with the widest spread for impact points (to reduce the kinetic energy absorbed by the armor material), we target the smallest area possible with the highest concentration of kinetic energy in a localized area of impact, providing Gladiator with the confidence that we are providing the highest strength to weight ratio solution to our customers.

Materials & Composition

Gladiator products are manufactured from high strength, high durability materials. The performance of these materials enables Gladiator to provide a 10-year warranty. While other products tend to break down over time, our products are manufactured from Polyethylene and Ceramic materials, providing a long and unsurpassed service life.

Compliance

We conduct our sales in accordance with Department of Justice (DOJ) and International Traffic in Arms Regulations (ITAR).

Our Growth and Marketing Strategy

“We believe that those who protect and serve and risk their lives to preserve our way of life, shouldn’t have to spend a fortune to protect themselves.”

–Matt Materazo, Founder & CEO

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.

Risks Associated with Our Business

Our business is subject to numerous risks, which are more fully described in the section entitled “Risk Factor” beginning on page 14 of this document. We may be unable, for many reasons, including those that are beyond our control, to implement our business strategy.

As a result of these risks and other risks there is no guarantee that we will experience growth or profitability in the future.

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Recent Developments

There are several trends that provide opportunities and risks for USS:

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

Our Corporate Information

Our principal executive offices, and the principal executive offices ~~of Gladiator and USS,~~ are located at 9160 South 300 West, #101 Sandy, UT 84070. ~~Our~~USS ~~telephone number~~ is ~~(801)~~located ~~706-9429.~~at ~~Our~~1973 ~~Internet~~Lafayette ~~website addresses are https://gladiatorsolutions.com and https://www.usselite.com. The information contained on~~St, orSanta ~~that can be accessed through~~Clara, ~~our~~CA ~~website is not a part of this document~~95050. ~~We have included our website address in this document solely as an inactive textual reference.~~

~~Critical~~Our ~~Accounting~~Internet ~~Policies~~website addresses are: www.sentinelholdingsltd.net, www.usselite.com and ~~Estimates~~www.gladiatorsolutions.com. 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.

~~Use~~9 Table of ~~Estimates~~Contents

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Management makes estimates that affect certain accounts including deferred income tax assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined.

Recent Accounting Pronouncements

See Note 2 of the accompanying consolidated financial statements for a discussion of recently issued accounting standards.

Employees

As of December 31, ~~2023~~2024, we had 168 employees, one of whom is employed as CFO for the Company and its subsidiaries on a full-time basis by the main operating subsidiary, United Security Services. Out of the 168 employees the Company had 152 full time employees and 16 part-time employees.

Item 1A. Risk Factors.

Since we are a smaller reporting company, we are not required to supply the information required by this Item 1A.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our corporate office is located at ~~James~~Sentinel ~~Maritime~~ Holdings ~~Inc~~Ltd., 9160 South 300 West, #101, Sandy, UT 84070, 70503 +1 ~~801~~702-~~706~~237-~~9429~~6834. ~~Our website addresses are https://gladiatorsolutions.com and https://www.usselite.com.~~

Our website addresses are www. www.sentinelholdingsltd.net, www.gladiatorsolutions.com and www.usselite.com.

Item 3. Legal Proceedings.

The Company ~~currently~~is ~~has~~subject noto litigation ~~pending,~~claims ~~threatened~~arising orin ~~contemplated,~~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 ~~unsatisfied~~third-party ~~judgments~~recoveries.

~~From~~As ~~time~~of toSeptember ~~time~~30, we2024 ~~are~~and ~~also~~December 31, 2023, respectively, the Company was engaged in litigation with Strategic Funding Source, Inc. d/b/a ~~party~~Kapitus, toa ~~certain~~New ~~legal~~York ~~proceedings~~Corporation ~~incidental~~as toPlaintiff ~~the~~against ~~normal~~Gladiator ~~course~~Solutions, Inc. an Arizona Corporation, Sentinel Holdings Ltd a Nevada Corporation and Matthew C. Materazo an individual Cas 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. This litigation involves a dispute over financing that was procured without approval or knowledge of ~~our~~the ~~business~~Company ~~including~~by Matthew C. Materazo to the ~~enforcement~~detriment of ~~our~~Gladiator ~~rights~~Solutions, ~~under~~Inc. ~~contracts~~and ~~with~~its ~~contractors~~shareholders. ~~and~~This ~~suppliers~~complaint was initially filed by Strategic Funding Source against Gladiator Solutions for breach of a loan agreement. ~~While~~The plaintiff alleges Gladiator owes $100,098. The Plaintiff also added Sentinel Holdings Ltd as an “alter ego” defendant. The Company filed an Answer to the ~~outcome~~Complaint, ofasserting ~~these~~that ~~legal~~Gladiator’s ~~proceedings~~former ~~cannot~~President atMatt 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 this ~~time~~unauthorized beloan. ~~predicted~~We believe a settlement with ~~certainty~~the plaintiff can be reached, and we doplan ~~not~~to ~~expect~~pursue ~~that~~claims ~~these~~against ~~proceedings~~Mr. ~~will~~Materazo ~~have~~for aindemnity ~~material~~for ~~effect~~any ~~upon~~payments ~~our~~made ~~financial~~by ~~condition~~Gladiator orto ~~results~~settle ofthis ~~operations~~case.

Tim Running v. United Security Specialists, Inc. involves a wage and hour class action filed by USS employee Tim Running against USS. The Company filed a Motion to compel arbitration of these claims and anticipates negotiating a settlement with this plaintiff.

Josue Ceballes v. United Security Specialists, Inc. is a wage and hour class action filed by USS employee Tim Running against USS. The Plaintiff agreed to submit this claim to arbitration and the class action was dropped. The Company anticipates negotiating a settlement with this plaintiff.

Redwood Fire & Casualty Ins. Co. v. United Security Specialists, Inc. 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.

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 “JMTM”. The following table sets forth the high and low per share sales prices for our common stock for each of the quarters as reported by the OTC Markets.

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

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

Year Ended December 31, 2022	High		Low
Fourth quarter	$	6.33	$	5.50
Third quarter	$	6.49	$	4.00
Second quarter	$	6.50	$	5.00
First quarter	$	6.00	$	5.00

On December 31, 2024, the closing sales price reported for our common stock was $6.00 per share and as of that date, we had approximately 123 holders of record of our common stock, and approximately 9,371,429shares outstanding.

On June 3, 2024, the closing sales price reported for our common stock was $6.00 per share and as of that date, we had approximately 123 holders of record of our common stock, and 8,566,429 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 deems relevant.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Securities Authorized for Issuance under Equity Compensation Plans

The Company has no formally adopted compensation plans or equity incentive plans approved or submitted for approval by the shareholders.

Recent Sale of Unregistered Securities

During the year ended December 31, ~~2023~~2024, and December 31, ~~2022~~2023 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 this amount for working capital.

OnIn ~~February~~March ~~28,~~of ~~2022~~2023, the Company ~~issued~~sold 50,000 shares ofto ~~common stock at~~ a ~~price~~private ofinvestor. The $1proceeds ~~per~~from ~~share~~this tooffering anwere ~~officer,~~used ~~receiving~~for ~~$50,000~~working ascapital ~~consideration~~purposes. We Onrelied ~~May~~on ~~12,~~exemptions ~~2022,~~provided ~~100,000~~by ~~shares~~Section ~~were~~4(2) ~~issued~~of at the ~~same~~Securities ~~price,~~Act ~~with the Company receiving a combined total~~ of ~~$100~~1933,~~000~~ ~~from~~as ~~two~~amended ~~distinct~~and ~~investors~~Regulation S. OnWe ~~September~~made ~~23,~~this ~~2022,~~offering asbased ~~part~~on ofthe afollowing ~~stock-exchange~~facts: ~~agreement~~(1) ~~culminating in~~ the ~~acquisition~~issuance ofwas ~~United~~an ~~Security~~isolated ~~Solutions,~~private ~~the~~transaction ~~Company~~which ~~issued~~did ~~1,000,000~~not ~~shares~~involve ofa ~~common~~public ~~stock~~offering; at(2) $1there ~~per~~were ~~share.~~only ~~Notably,~~three ~~940~~offerees,~~000~~ of(3) ~~these~~the ~~shares~~offerees ~~were~~have ~~allocated~~agreed to anthe ~~officer~~imposition of ~~USS.~~a Onrestrictive ~~October~~legend ~~11,~~on ~~2022,~~ the ~~Company~~face ~~issued~~of ~~100,000~~the ~~units~~stock ascertificate ~~part~~representing ofthe ashares ~~share~~indicating ~~purchase~~the ~~agreement,~~stock ~~with~~cannot ~~each~~be ~~unit~~resold ~~comprising~~unless ~~one~~registered ~~restricted~~or ~~common~~an ~~share~~exemption ~~and~~from aregistration ~~warrant~~is ~~granting~~available; ~~the~~(4) ~~holder~~ the ~~right~~offerees towere ~~purchase~~sophisticated aninvestors ~~additional~~familiar ~~ten~~with ~~restricted~~our ~~shares~~company atand astock-based ~~price~~transactions; of(5) ~~$3.50~~there ~~per~~were ~~share.~~no ~~Subsequently,~~subsequent onor ~~October~~contemporaneous ~~14,~~public ~~2022,~~offerings of the ~~Company~~stock; ~~issued~~(6) ~~100,000~~the ~~shares~~stock ofwas ~~common~~not ~~stock~~broken atdown $1into ~~per~~smaller ~~share~~denominations; toand an(7) ~~officer,~~the ~~garnering~~negotiations ~~$100,000~~for inthe ~~consideration.~~sale ~~The~~of ~~same~~the ~~day,~~stock ~~300,000~~took ~~shares~~place ~~were~~directly ~~issued~~between inthe ~~return~~offerees ~~for~~and ~~consulting~~our ~~services,~~management; ~~leading~~(8) to the ~~recognition~~sale ofwas ~~$300,000~~made inoffshore ~~consulting~~to ~~expenses~~foreign persons.

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. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended since the issuance was an isolated wholesale transaction which did not involve a public offering.

On October 31, 2023, Sentinel Holdings, Inc. entered into a promissory note agreement with Padang Padang, LTD for $48,874, which matured on October 31, 2028. The note bears an interest rate of $4.36%. The majority of the Note has been repaid and as of June 30, 2024, the note had an outstanding balance of $4,375. 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 since the issuance was an isolated related party transaction which did not involve a public offering.

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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. 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 issuance was an 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 accredited 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.

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. 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 issuance was an 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 accredited 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.

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. 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 issuance was an 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 accredited 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.

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. 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 issuance was an 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 accredited 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.

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.

On September 6, 2024, the Company issued 50,000 shares of Class B preferred stock, having a fair value of $2,500,000 ($1/share) for as a consulting fee to its majority shareholder, based upon the most recent third-party cash offering price for common stock, which represents the best value of fair value.

The Company determined the valuation of this transaction as follows:

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

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. 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 issuance was an 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 accredited 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.

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OnIn ~~December~~November 232024, ~~2022~~the Company issued 250,000 ~~Gladiator~~units ~~entered~~consisting ~~into~~of anone ~~agreement~~share ~~wherein~~of ~~the~~common ~~Company~~stock ~~received~~and aone ~~consideration~~warrant. The units were sold at $1/unit for gross proceeds of $50250,000. inThe ~~exchange~~warrants ~~for~~are ~~the~~exercisable ~~commitment~~immediately toat ~~issue~~ $3.50/share and expire on December 31,~~000~~ ~~common~~2026. ~~shares~~The toproceeds anfrom ~~officer~~this ofoffering ~~the~~were ~~Company~~used for working capital purposes. We ~~Notably,~~relied ason ofexemptions ~~the~~provided ~~fiscal~~by ~~year-end~~Section on4(2) ~~December~~of ~~31,~~the ~~2022,~~Securities ~~these~~Act ~~shares~~of ~~had~~1933, ~~not~~as ~~yet~~amended ~~been~~and ~~formally~~Regulation ~~issued~~D. ~~Consequently,~~We inmade ~~light~~this ofoffering based on the ~~deferred~~following ~~issuance,~~facts: (1) the ~~transaction~~issuance was ~~recorded~~an asisolated private transaction which did not involve a ~~liability~~public ~~rather~~offering; ~~than~~(2) asthere anwere ~~equity~~only ~~transaction~~limited offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the ~~Company’s~~face ~~financial~~of ~~statements~~the ~~for~~stock certificate representing the ~~period~~shares ~~ending~~indicating ~~December~~the ~~31,~~stock ~~2022. The~~cannot ~~raised~~be ~~funds~~resold ~~were~~unless ~~allocated~~registered ~~for~~or ~~general~~an ~~corporate~~exemption ~~purposes.~~from ~~The~~registration ~~share~~is ~~commitment~~available; ~~was~~(4) ~~executed~~the inofferees ~~accordance~~were accredited investors familiar with ~~Section~~our 4company and stock-based transactions; (25) there were no subsequent or contemporaneous public offerings of the ~~Securities~~stock; ~~Act~~(6) ofthe ~~1933~~stock ~~and~~was ~~Regulation~~not D,broken ~~Rule~~down ~~504~~into smaller denominations; and or(7) ~~Rule~~the ~~701,~~negotiations ~~without~~for the ~~engagement~~sale of ~~underwriters~~the stock took place directly between the offerees and our management.

OnIn ~~February~~December 282024, ~~2022,~~ the Company issued 50,000 shares of common stock. The stock was sold at $1 ~~per~~ /share tofor angross ~~officer,~~proceeds ~~raising~~of $50,000. The ~~funds~~proceeds from this offering were used for ~~general~~working ~~corporate~~capital purposes. We ~~and~~relied toon ~~finance~~exemptions provided by Section 4(2) of the ~~acquisition~~Securities Act of ~~Gladiator~~1933, as amended and ~~USS~~Regulation D. ~~The~~We made this offering based on the following facts: (1) the issuance was ~~conducted~~an inisolated ~~line~~private ~~with~~transaction ~~Section~~which 4did not involve a public offering; (2) ofthere were only limited offerees, (3) the ~~Securities~~offerees ~~Act~~have agreed to the imposition of ~~1933~~a ~~and~~restrictive ~~Regulation~~legend D,on ~~Rule~~the ~~504~~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 accredited investors familiar with our company and stock-based transactions; (5) there were no subsequent or ~~Rule~~contemporaneous ~~701,~~public ~~without~~offerings of the ~~participation~~stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of ~~underwriters~~the stock took place directly between the offerees and our management.

OnWarrants ~~May~~and ~~12,~~Shares ~~2022,~~Issued ~~the Company issued 100,000 shares at $1 per share, raising a total of $100,000 from two separate investors. The raised funds were allocated~~ for general corporate purposes and to support the acquisition of Gladiator and USS. The shares were issued under Section 4(2) of the Securities Act of 1933 and Regulation D, Rule 504, without the involvement of underwriters.Services

On ~~September~~April 238, ~~2022~~2024, ~~in alignment with a stock-exchange agreement leading to~~ the ~~acquisition of United Security Solutions, the~~ Company issued 1550,000,~~000~~ ~~shares~~fully atvested $1warrants ~~per~~for ~~share.~~services ~~Notably~~rendered, ~~940,000~~having ofa ~~these~~fair ~~shares~~value ~~were allotted to an officer~~ of ~~USS~~$1,138,500. ~~The~~These ~~funds~~warrants ~~facilitated~~had ~~the~~an ~~acquisition~~exercise ofprice ~~USS. The transaction was executed under Section 4(2)~~ of ~~the Securities Act of 1933 and Regulation D, Rule 504 and or Rule 701, without the engagement of underwriters~~$3.50/share.

OnThe ~~October~~fair ~~11,~~value ~~2022, 100,000 units were issued as part~~ of aall ~~share~~warrants ~~purchase~~granted ~~agreement.~~during ~~Each unit consisted of one restricted common share and a warrant allowing~~ the ~~holder~~six tomonths ~~purchase~~ended ~~ten~~June ~~additional~~30, ~~restricted~~2024 ~~shares~~was atdetermined ~~$3.50~~using ~~per~~a ~~share.~~Black-Scholes ~~The~~option ~~funds~~pricing ~~raised~~model ~~were intended for general corporate purposes. This transaction complied~~ with ~~Section 4(2) of~~ the ~~Securities~~following ~~Act of 1933 and Regulation D, Rule 504, without the participation of underwriters.~~inputs:

On October 14, 2022, the Company issued 100,000 shares at $1 per share to an officer, generating $100,000. On the same day, 300,000 shares were issued in compensation for consulting services, leading to a recognized consulting expense of $300,000. Both issuances were carried out in accordance with Section 4(2) of the Securities Act of 1933 and Regulation D, Rule 504 and or Rule 701, without the involvement of underwriters.

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

AsOn ofDecember ~~January~~23, 12022, ~~2021~~the Company received $50,000 noas ~~warrants~~consideration ~~were~~for ~~outstanding~~50,000 common shares to an officer. ~~During~~These ~~2022,~~shares ~~the~~were ~~Company~~not ~~granted~~issued 1until after year-end,~~000,000~~ ~~warrants~~resulting ~~with~~in ana ~~exercise~~liability ~~price~~rather ofthan ~~$3.50.~~equity Astransaction as of the year ended December 31, 2022. During the year ended December 31, 2023, these ~~warrants~~shares ~~remain~~were ~~outstanding~~issued and ~~exercisable~~included atin ~~the~~stockholders’ ~~set exercise price~~deficit.

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 issuance was an 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.

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Item 6. [RESERVED]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This annual report contains certain information that may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. While we have specifically identified certain information as being forward-looking in the context of its presentation, we caution you that all statements contained in this report that are not clearly historical in nature, including statements regarding anticipated financial performance, management’s plans and objectives for future operations, business prospects, market conditions, and other matters are forward-looking. Forward-looking statements are contained principally in the sections of this report entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For JMTM, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation:

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

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

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

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

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

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

Forward-looking information involves risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements, including without limitation, the risks and uncertainties disclosed above. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Much of the information in this report that looks toward future performance of our Company is based on various factors and important assumptions about future events that may or may not actually occur. As a result, our operations and financial results in the future could differ materially and substantially from those we have discussed in the forward-looking statements included in the Annual Report. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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Business Overview

~~James~~Sentinel ~~Maritime~~ Holdings, ~~Inc.~~Ltd operates mainly through its subsidiaries, Gladiator (limited operations) and USS. Gladiator ~~specializes~~currently has very limited operation, but it had specialized in the distribution of personal protective products, largely through mail-in orders and e-commerce channels. On the other hand, USS offers a combination of professional security personnel services, enhanced by smartphone-based security applications, providing a unique blend of traditional and modern security solutions. The consolidated financial statements were prepared according to U.S. GAAP and SEC regulations. The Company has adopted a December 31 fiscal year-end for financial statement reporting.

The financial statements were prepared with estimates and assumptions that impact the reported amounts of assets and liabilities. These estimates were used for inventories, impairment of long-term assets, and derivatives. The actual results could differ significantly from these estimates. Business combinations were accounted for using the acquisition method. Assets, liabilities, and any remaining non-controlling interests were recognized at fair value on the acquisition date. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests, was recognized as goodwill. The company considers investments with an original maturity of three months or less at the purchase date as cash and cash equivalents.

Recent Developments

~~During~~There ~~the~~are ~~past~~several ~~two~~trends ~~fiscal~~that ~~years,~~provide ~~the~~opportunities ~~company~~and ~~underwent~~risks ~~significant~~for ~~corporate changes.~~ USS:

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

James Maritime solidified its position in the market by becoming the majority shareholder of Gladiator Solutions Inc., holding approximately 86.7% of all shares outstanding as of December 13, 2021. The acquisition of Gladiator Solutions, Inc. resulted in the issuance of 866,667 shares and brought the total common stock balance to 7,354,129 by the end of 2021. Furthermore, on September 23, 2022, the company fortified its portfolio by completing a share exchange agreement with USS, resulting in James Maritime securing 100% of all USS shares. The acquisition of USS resulted in the issuance of 1,000,000 shares and by the end of 2022 and 2023, and the common stock balance reached 9,004,129 and 9,064,129, respectively. Additional paid-in capital also saw a significant increase to $13,769,537 as of December 31, 2023, reflecting the stock issuances and compensations during the previous two years.

Going concern

The Company’s consolidated financial statements as of December 31, 2023, are prepared using U.S. GAAP, which contemplates continuation of the Company as a going concern. This contemplates the realization of assets and liquidation of liabilities in the ordinary course of business. The Company has yet to establish an ongoing source of revenue to finance its operating expenses and to continue as a going concern.

During the year ended December 31, 2023, the Company generated a net loss of $2,618,965. The accumulated deficit as of December 31, 2023 is $13,915,927 ($11,454,076 as of December 31, 2022). In order to continue as a going concern, the Company plans to receive funds through the selling of equity securities to existing and new shareholders. The Company is also evaluating potential acquisitions in the corporate security space. Additionally, the Company has created and maintained good customer relationships during 2023 for both USS and Gladiator, which the Company is relying on to potentially generate sustainable sales throughout 2024 and afterward. While management maintains they will be able to continue to generate sufficient cash flows through a combination of operations, debt, and equity raises, there is no guarantee the Company will be able to raise or generate additional funds in the short term to meet present obligations as they come due. Due to these factors, there is substantial doubt the Company may be able to continue as a going concern. The financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Results of Operations

Years ended December 31, ~~2023~~2024 and ~~2022~~2023

For the year ending December 31, 2023, the Company had net sales of $8,820,348, in contrast to $4,063,122 in 2022, as the Company marked its first full year of revenues for the year ended December 31, 2023. Accounts receivables reached $720,112 as of December 31, 2023, which is relatively consistent from the 2022 calednar year. Intangible assets decreased by $2,062,006 from $4,150,280 in 2022 to $2,088,274 in 2023 as a result of the full impairment of Gladiator assets. Revenue

15Revenues ~~Table~~decreased 47.79% to $4,605,338 for the year ended December 31, 2024 as compared to $8,820,348 for the year ended December 31, 2023. The primary reason for the decrease was a loss of ~~Contents~~key customers.

Accounts payable and accrued expenses increased by $533,986 year over year. Deferred revenue, from advanced payments or unearned revenue, saw a decrease of $400,000 in 2023. Liabilities increased slightly from $3,592,112 as of December 31, 2022 to $3,733,310 as of December 31, 2023.

Cost of Revenue

~~The~~Cost ~~cost~~ of ~~sales~~revenues decreased to $4,191,878 for ~~2023~~the ~~was~~year ended December 31, 2024 as compared to $6,053,710, ~~reflecting~~for athe ~~full~~ year ofended ~~sales~~December ~~activities~~31, ~~compared~~2023. toGross profit was $3413,~~213~~460 and $2,~~604~~766,638 infor ~~2022.~~the ~~This~~years ~~growth~~ended inDecember ~~sales~~31, ~~resulted~~2024 ~~from~~and ~~enhanced~~2023, ~~business~~respectively. ~~operations~~Gross ~~and~~profit anmargins ~~expanded~~decreased ~~customer~~to ~~base~~9% asfor athe ~~result~~year ofended ~~global~~December ~~volatility~~31, ~~and~~2024 ~~military~~from ~~conflicts~~31% infor the year ended December 31, 2023.

~~General~~15 ~~and~~Table ~~Administrative~~of Contents

~~Selling,~~Operating general, and administrative expenses were $3,542,186 in 2023, in comparison to $3,162,780 in 2022. General and administrative expenses increased mainly due to accounting and legal expenses and administrative expenses resulting from our rapid growth via the acquisition of USS. Expenses

~~Other~~Operating ~~Income~~expenses increased 77.75% to $7,916,574 for the year ended December 31, 2024 compared to $4,453,653 for the year ended December 31, 2023. The increase was primarily due to general and ~~Expenses~~administrative expenses, stock based compensation, loss on impairment of intangible assets, and payroll.

~~There~~Other was a gain from change in derivative liability of $156,354 in 2023. However, these gains were offset by interest expenses of $1,062,034 and financial expenses of $26,607. In total, the net other loss for 2023 was $931,950, a significant increase from net other income of $2,426,707 in 2022, which was mainly caused by the employee retention credits received in the prior year. Income/Expenses

~~Net~~The ~~loss~~Company's ~~and~~other ~~Net~~income ~~Gain~~(expense) - net increased by $15,488 to $947,438 during the year ended December 31, 2024 as compared to $931,950 in other income (expense) – net for the year ended December 31, 2023. This net increase was primarily due to a decrease in interest expense offset by an increase in the change in fair value of derivative liabilities.

~~The~~Net ~~Company~~Loss ~~reported~~Available ~~a net loss of $2,618,965 for 2023, compared~~ to ~~net~~Common income of $113,445 for 2022. The large change year over year is due to a large employee retention credit that was received in the prior year to offset operating losses. The Company saw a significant reduction in its operating losses during 2023 for a favorable change of $626,247. On a per-share basis, the basic and diluted net loss for 2023 was $0.27, respectively, compared to a net loss per share of $0.03 and $0.02, respectively, in basic and diluted terms for 2022.Stockholders

Net loss available to common stockholders was $8,375,593 for the year ended December 31, 2024 as compared to a net loss of $2,461,851 for the year ended December 31, 2023. This represented an increase in loss of $5,913,742 or 240.22%. See above discussion for components of the net loss.

Liquidity and Capital Resources

~~Operating~~For ~~Activities~~the year ended December 31, 2024, net cash used in operations of $32,707 was the result of a net loss of $8,450,552, depreciation and amortization expense of $37,065, amortization of operating lease of $87,320, amortization of debt of $70,032, bad debt expense $41,939, bad debt expense – related party of $7,400, impairment of intangible assets of $2,088,274, warrants issued for services of $1,138,500, stock based compensation of $2,499,502, non-cash charitable contribution of $17,077, an increase in accounts payable and accrued expenses of $1,858,747 as a result of unpaid payroll tax liabilities, an increase in change in fair value of derivative liability of $79,049. These were offset by a decrease in accounts receivable of $453,469, and a decrease in prepaid expenses of $34,553.

For the year ended December 31, 2023, ~~the Company reported~~ net cash used in ~~operating~~operations ~~activities~~ of $269,~~544,~~543 ~~down~~was ~~from~~the ~~net~~result ~~cash~~of ~~provided~~a bynet loss of $~~178~~2,~~269~~618,965, indepreciation ~~2022.~~and ~~This~~amortization ~~decrease~~expense ~~can~~of be$1,191,898, ~~mainly~~impairment ~~attributed~~of tointangible aassets ~~increase~~of in$911,467, ~~the~~amortization ~~net~~expense ~~loss~~of by $2114,~~732~~506,~~410.~~ ~~Other~~stock-based ~~significant~~compensation ~~non-cash~~of ~~adjustments~~$63,150, an increase in ~~2023~~accounts ~~included~~payable ~~the~~of ~~loss~~$586,798, ona ~~impairment~~decrease in change in fair value of ~~intangible~~derivative ~~assets~~liability of $~~911~~156,~~467~~354. ~~This~~These ~~was~~were offset by ana ~~increase~~decrease in ~~the~~accounts ~~changes~~receivable of $2,255, a decrease in ~~working~~prepaid ~~capital~~expenses byof $~~859~~27,~~959~~763, decrease in deferred revenue of $400,000 and a decrease in related party of $7,939.

~~Investing~~Financing ~~Activities~~activities in 2024 resulted in a net cash inflow of $209,358. This was mainly due to repayments of notes and loans payable of $944,516 which was offset by proceeds from the issuance of notes payable amounting to $348,874 and proceeds from sale of units of common stock and warrants as well as common stock on a stand-alone basis of $805,000.

InFinancing ~~2023,~~activities ~~the~~in ~~net~~2023 ~~cash~~resulted ~~provided~~in bya ~~investing~~net ~~activities~~cash ~~decreased~~outflow byof $9140,~~637~~359. toThis ~~zero,~~was ~~primarily~~mainly due to arepayments ~~decrease~~of innotes, ~~the~~loans ~~cash~~payable ~~acquired~~and ~~from~~lease ~~the~~liabilities ~~acquisition~~ of ~~United Security Specialists~~$514,978 ~~Inc.~~which ~~(USS)~~was ~~of $21,437,~~ offset by anproceeds ~~acquisition~~from ofthe ~~property~~issuance ~~and equipment~~ of ~~$11,800~~notes inpayable ~~the~~amounting ~~previous~~to ~~year~~$374,619.

~~Financing~~Critical ~~Activities~~Accounting Policies and Estimates

~~Financing~~We ~~activities~~prepare inour ~~2023~~consolidated ~~resulted~~financial statements in aaccordance ~~net~~with ~~cash~~accounting ~~outflow~~principles ofgenerally ~~$140,359.~~accepted ~~This~~in ~~was~~the ~~mainly~~United ~~due~~States ~~to repayments~~ of ~~notes~~America and ~~loans~~make ~~payable~~estimates ofand ~~$482,383~~assumptions ~~which~~that ~~was~~affect ~~offset~~our byreported ~~proceeds~~amounts ~~from the issuance~~ of ~~notes~~assets, ~~payable~~liabilities, ~~amounting~~revenue toand ~~$374~~expenses,~~619.~~ Inand ~~2022,~~ the ~~financing~~related ~~activities~~disclosures ~~led to a net cash inflow~~ of ~~$157,088,~~contingent ~~primarily~~liabilities. ~~from~~We ~~the~~base ~~proceeds~~our ~~from~~estimates ~~the~~on ~~issuance~~historical ofexperience ~~common~~and ~~stock~~other ~~totaling~~assumptions ~~$400,000,~~that ~~offset~~we bybelieve aare ~~net~~reasonable ~~outflow~~in ~~for~~the ~~changes~~circumstances. inActual ~~the~~results ~~Company’s~~may ~~debt~~differ ~~financing~~from ofthese ~~$242,912~~estimates.

~~Going~~The ~~concern~~following critical accounting policies affect our more significant estimates and assumptions used in preparing our consolidated financial statements. Also, see Note 2 to the accompanying consolidated financial statements for a complete discussion of our accounting policies and estimates.

~~The~~Principles ~~Company’s consolidated financial statements as~~ of ~~December~~Consolidation ~~31, 2023, are prepared using U.S. GAAP, which contemplates continuation of the Company as a going concern. This contemplates the realization of assets~~ and ~~liquidation~~Non-Controlling ~~of liabilities in the ordinary course of business. The Company has yet to establish an ongoing source of revenue to finance its operating expenses and to continue as a going concern.~~Interest

The consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, "Consolidation".

In accordance with ASC 810-10, consolidation applies to:

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

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~~During~~All ~~the~~intercompany ~~year~~transactions ~~ended~~and ~~December~~balances ~~31,~~are ~~2023,~~eliminated ~~the~~in ~~Company~~consolidation ~~generated~~per aASC ~~net loss of $2,618,965~~810-10-45. The ~~accumulated deficit as of December 31, 2023 is $13,915,927 ($11,454,076 as of December 31, 2022). In order to continue as a going concern, the~~ Company ~~plans~~continuously toevaluates ~~receive~~its ~~funds~~investments ~~through the selling of equity securities to existing~~ and ~~new shareholders. The Company is also evaluating potential acquisitions in the corporate security space. Additionally, the Company has created and maintained good customer~~ relationships ~~during 2023 for both USS and Gladiator, which the Company is relying on~~ to ~~potentially~~assess ~~generate~~consolidation ~~sustainable sales throughout 2024 and afterward~~requirements. While management maintains they will be able to continue to generate sufficient cash flows through a combination of operations, debt, and equity raises, there is no guarantee the Company will be able to raise or generate additional funds in the short term to meet present obligations as they come due. Due to these factors, there is substantial doubt the Company may be able to continue as a going concern. The financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the income or loss and corresponding equity that is not owned by us is included in Non-Controlling Interests in the consolidated financial statements.

For the year ended December 31, 2024 and December 31, 2023, the Company’s allocation to the non-controlling interest represents ownership of 87% of Gladiator Solutions, Inc. The following table sets for the changes in non-controlling interest for the years ended December 31, 2024 and 2023:

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

Business Segments and Expense Disclosure

The Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their reportable operating segments.

ASC 280-10-50-1 states that an operating segment is a component of a public entity that:

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

Under ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and reviewed on a basis, the company may report as a single segment. The Company has determined that it operates as one reportable segment, as its CODM reviews the business as a whole rather than by distinct business components.

Customers in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States.

Application of ASU 2023-07 – Segment Expense Disclosure Requirements

In October 2023, the FASB issued ASU 2023-07, which enhances segment reporting by requiring public entities to disclose significant segment expenses that are regularly reviewed by the CODM. However, under ASC 280-10-50-31, these requirements apply only to entities with multiple reportable segments. Since the Company operates as a single reportable segment, it is not required to disclose segment expenses separately.

Although ASC 280-10-50-32 allows entities to voluntarily disclose additional segment-related information, including a breakdown of expenses, the Company is not required to present individual expense categories, and has not done so, because its operations are reviewed and managed as a single segment.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (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.

In accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively. The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative and qualitative assessments that it believes are reasonable under the circumstances.

Significant estimates for the years ended December 31, 2024 and 2023 include:

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

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Fair Value of Financial Instruments

The Company accounts for financial instruments in accordance with Financial Accounting Standards Board (FASB) 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.

Fair Value Hierarchy

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

The classification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Level 3 valuations generally require more judgment and complexity, often involving a combination of cost, market, or income approaches, as well as assumptions about market conditions, pricing, and other factors.

Fair Value Determination and Use of External Advisors

The Company assesses the fair value of its financial instruments and, where appropriate, may engage external valuation specialists to assist in determining fair value. While management believes that recorded fair values are reasonable, they may not necessarily reflect net realizable values or future fair values.

Financial Instruments Carried at Historical Cost

The Company’s financial instruments—including cash, accounts receivable, accounts payable, and accrued expenses (including related party balances)—are recorded at historical cost. As of December 31, 2024 and 2023, respectively, the carrying amounts of these instruments approximated their fair values due to their short-term maturities.

Fair Value Option Under ASC 825

ASC 825-10, Financial Instruments, permits entities to elect the fair value option for certain financial assets and liabilities. This election is made on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If elected, unrealized gains and losses are recognized in earnings at each reporting date. The Company has not elected the fair value option for any of its outstanding financial instruments.

Accounts Receivable

The Company accounts for accounts receivable in accordance with FASB ASC 310, Receivables. Receivables are recorded at their net realizable value, which represents the amount management expects to collect from outstanding customer balances (ASC 310-10-35-7).

The Company extends credit to customers based on an evaluation of their financial condition and other factors. The Company does not require collateral, and interest is not accrued on overdue accounts receivable (ASC 310-10-45-4).

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Allowance for Doubtful Accounts

Management periodically assesses the collectability of accounts receivable and establishes an allowance for doubtful accounts as needed. The allowance is determined based on:

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

Accounts deemed uncollectible are written off against the allowance when determined to be uncollectible (ASC 310-10-35-10).

Concentrations

The Company evaluates and discloses significant concentrations of risk in accordance with FASB ASC 275-10, Risks and Uncertainties. These risks may arise from customer concentrations, vendor reliance, geographic dependence, or other economic factors that could materially impact the Company’s financial position, results of operations, and cash flows.

A concentration exists 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 (ASC 275-10-50-16).

Customer and Sales Concentrations

The Company’s revenue stream may be dependent on a limited number of key customers. A loss of any significant customer, a decline in demand from such customers, or a deterioration in their financial condition could negatively impact the Company’s future revenues and profitability.

Accounts Receivable Concentrations

The Company extends credit to customers based on their financial strength, payment history, and other relevant factors. A significant concentration of accounts receivable from a limited number of customers could expose the Company to credit risk and potential collection issues. The Company regularly evaluates the creditworthiness of its customers and may require advance payments, letters of credit, or other credit enhancements to mitigate risks.

Impairment of Long-lived Assets

Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy.

In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets.

If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

For the years ended December 31, 2024 and 2023, the Company recorded impairment losses of $2,088,274 and $911,467, respectively.

Derivative Liabilities

The Company evaluates financial instruments containing characteristics of both liabilities and equity in accordance with FASB ASC 480, Distinguishing Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging.

Accounting for Derivative Liabilities

Derivative liabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as a gain or loss on derivative remeasurement (ASC 815-40-35-4). The Company uses a binomial pricing model to determine the fair value of these instruments.

Conversion and Extinguishment of Derivative Liabilities

When a debt instrument with an embedded conversion option (e.g., convertible debt or warrants) is converted into shares of common stock or repaid, the Company:

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

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For equity-based derivative liabilities (e.g., warrants) that are extinguished, any remaining liability balance is reclassified to additional paid-in capital (ASC 815-40-35-9).

Reclassification of Equity Instruments to Liabilities

Equity instruments initially classified as equity may be reclassified as liabilities if they no longer meet equity classification criteria under ASC 815-40-25. In such cases, they are remeasured at fair value on the date of reclassification, with changes recognized in earnings (ASC 815-40-35-8).

Derivative Liability Balances

As of December 31, 2024 and 2023, the Company’s derivative liabilities were $338,061 and $175,045, respectively.

Revenue Recognition

Under Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives, discounts, rebates, and amounts collected on behalf of third parties.

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account under Topic 606. The Company’s contracts with its customers do not include multiple performance obligations. The Company recognizes revenue when a performance obligation is satisfied by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for such products or services.

The following represents the analysis management has considered in determining its revenue recognition policy:

Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

None of the Company’s contracts contain a significant financing component.

Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately.

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If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

The Company’s contracts have a distinct single performance obligation and there are no contracts with variable consideration.

Recognize revenue when or as the Company satisfies a performance obligation

Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

USS

Net revenues from USS primarily consist of security services provided to large residential, industrial, construction and government clients. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. The Company does offer discounts, but historically the discounts have been insignificant. The Company satisfies the performance obligation for the agreed-upon period of time and location and records revenues after completion. There are no services that would be considered fulfilled over an extended period of time and necessitate different accounting treatment.

Our typical services contract for the guard business is for one month at the start of the engagement of services and then goes month-to-month thereafter. Revenues are net 30 after the services are provided for any 30-day period. We often times use a factoring bank on receivables due to the requirement that we front the guard expenses for the initial 30 days. There is no required revenue recognition after the completion of the initial 30-day contract.

Gladiator

Net revenues from Gladiator primarily consisted of sales of personal protective products, including armor, plates, helmets, shields, and accessories shipped directly to customers. All revenue transactions for Gladiator comprise a single performance obligation, which consists of the sale of products to customers either through wholesale, intermediary, or direct-to-consumer channels. The company satisfies the performance obligation and records revenues when transfer of control has passed to the customer, based on the terms of sale. In all of the Companies revenue channels, transfer of control takes place at the point of sale upon shipment to customer.

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases of assets and liabilities. These amounts are measured using enacted tax rates expected to apply in the periods when temporary differences reverse (ASC 740-10-30-8).

The effect of a change in tax rates on deferred tax balances is recognized as income or expense in the period that includes the enactment date (ASC 740-10-45-4).

Uncertain Tax Positions

The Company evaluates uncertain tax positions in accordance with ASC 740-10-25, which requires that a tax position be recognized in the financial statements only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities.

As of December 31, 2024 and 2023, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure in the financial statements (ASC 740-10-50-15).

The Company also recognizes interest and penalties related to uncertain tax positions in other expense in the consolidated statement of operations (ASC 740-10-45-25). No interest and penalties were recorded for the years ended December 31, 2024 and 2023, respectively.

Valuation of Deferred Tax Assets

The Company’s deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible temporary differences. Under ASC 740-10-30-5, a valuation allowance is required if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

The Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering both positive and negative evidence (ASC 740-10-30-16).

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Factors Considered in Valuation Allowance Assessment

The Company evaluates multiple factors in determining whether a valuation allowance is necessary, including:

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

While cumulative three-year losses are a strong indicator that a valuation allowance may be needed, ASC 740-10-30-23 states that a valuation allowance determination is not solely based on past losses—all available positive and negative evidence must be considered.

Valuation Allowance Determination

As of December 31, 2024 and 2023, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting in a net carrying amount of $0. This determination was based on cumulative losses in recent years and the lack of sufficient positive evidence to support the realization of deferred tax assets in the near term (ASC 740-10-30-24).

The Company will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future if sufficient positive evidence emerges to support their realization.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation – Stock Compensation," using the fair value-based method. Under this guidance, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, typically the vesting period.

ASC 718 establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. It also applies to transactions where an entity incurs liabilities based on the fair value of its equity instruments or liabilities that may be settled using equity instruments.

In compliance with ASU 2018-07, the Company applies the fair value method for equity instruments granted to both employees and non-employees, aligning non-employee share-based payment accounting with that of employees. The fair value of stock-based compensation is determined as of the grant date or the measurement date (i.e., when the performance obligation is completed) and is recognized over the vesting period in accordance with ASC 718.

The Company determines the fair value of stock options using the Black-Scholes option pricing model, considering the following key assumptions:

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

Additionally, the Company follows the guidance under ASU 2016-09, which introduced amendments to simplify certain accounting aspects of share-based compensation, including:

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

The Company continues to evaluate and apply the latest Accounting Standards Updates (ASUs) and interpretive releases related to stock-based compensation to ensure compliance with evolving financial reporting requirements.

Stock Warrants

In connection with certain financing transactions (debt or equity), consulting arrangements, or strategic partnerships, the Company may issue warrants to purchase shares of its common stock. These standalone warrants are not puttable or mandatorily redeemable by the holder and are classified as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity.”

The fair value of warrants issued for compensation purposes is measured using the Black-Scholes option pricing model, consistent with the guidance in ASC 718-10-30. However, if warrants meet the definition of derivative liabilities under ASC 815, “Derivatives and Hedging,” fair value is determined using a binomial pricing model or other appropriate valuation techniques, as required by ASC 815-40-15.

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Accounting Treatment of Warrants

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

Basic and Diluted Earnings (Loss) per Share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, "Earnings Per Share." The calculation of basic EPS follows the two-class method and is determined by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding, including certain other shares committed to be issued.

Basic Earnings Per Share (EPS)

Basic EPS is calculated using the two-class method, as prescribed by ASC 260-10-45-60, and is computed as follows:

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

Diluted Earnings Per Share (EPS)

Diluted EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required by ASC 260-10-45-45.

Diluted EPS is computed by taking the sum of:

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

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

Preferred shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) qualify as participating securities under the two-class method, per ASC 260-10-45-62.

Net Loss Per Share Considerations

In computing net loss per share, unvested shares of common stock are excluded from the denominator, as required by ASC 260-10-45-48.

Participating Securities & Share-Based Compensation

Restricted stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively. Therefore:

Before the requisite service is rendered for the right to retain the award, these instruments meet the definition of a participating security under ASC 260-10-45-59.

RSUs granted under an executive compensation plan, however, are not considered participating securities because the rights to dividend equivalents are forfeitable (ASC 718-10-25).

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Related Parties

The Company defines related parties in accordance with ASC 850, "Related Party Disclosures," and SEC Regulation S-X, Rule 4-08(k). Related parties include 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.
	·	Members of management (including directors, executive officers, and key employees).
	·	Immediate family members of principal owners and members of management.
	·	Entities affiliated with principal owners or management through direct or indirect ownership.
	·	Entities with which the Company has significant transactions, where one party has the ability to exercise control or significant influence over the management or operating policies of the other.

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.

The Company discloses all material related party transactions, including:

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

Disclosures are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose material related party transactions and their effects on the financial position and results of operations.

Recent Accounting Standards

ASU 2022-02 – Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures

In March 2022, the FASB issued ASU 2022-02, which:

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

The Company adopted ASU 2022-02 on January 1, 2023. The adoption did not have a material impact on the Company's consolidated financial statements.

ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by:

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

The Company adopted ASU 2023-07 on January 1, 2024. The adoption did not have a material impact on the Company's consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:

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

This ASU is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis. Early adoption is permitted.

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The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements.

Other Accounting Standards Updates

The FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

Other Recent Updates

Various other ASUs have been issued that primarily contain technical corrections or industry-specific guidance. These updates are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

Liquidity and Going Concern

As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2024, the Company had:

·	Net loss of $8,450,552; and

·	Net cash used in operations was $32,707

Additionally, at December 31, 2024, the Company had:

·	Accumulated deficit of $22,291,520

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

·	Working capital deficit of $4,419,731

The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company has relied on related parties for debt-based funding of its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable 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 its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings.

There can be no assurances that financing will be available on terms which are favorable, or 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 its operations.

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $222,202 at December 31, 2024.

The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended December 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts.

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued.

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a 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.

Management’s strategic plans include the following:

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

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 the information required by this Item.

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Item 8. Financial Statements and Supplementary Data.

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, ~~INC.~~LLC AND SUBSIDIARIES

~~CONSOLIDATED~~(F/K/A ~~FINANCIAL~~JAMES ~~STATEMENTS~~MARITIME ~~YEARS~~HOLDINGS, INC. AND SUBSIDIARIES)

ENDED DECEMBER 31, 2023 AND 2022

		Page(s)

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

Consolidated Balance Sheets		F-3

Consolidated Statements of Operations		F-4

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

Consolidated Statements of Cash Flows		F-7

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

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		PAGE
Independent Auditor’s Reports		F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022		F-4
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022		F-5
Consolidated Statement of Shareholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022		F-6
Consolidated Statements of Cash flows for the years ended December 31, 2023 and 2022		F-7
Notes to the Consolidated Financial Statements for the years ended December 31, 2023 and 2022		F-8

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the ~~Shareholder and the~~ Board of Directors ofand the Stockholders of

James Maritime Holdings, Inc.

OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated balance ~~sheets~~sheet of James Maritime Holdings, Inc. (the “Company”) as of December 31, ~~2023~~2024, and the related ~~statement~~consolidated statements of operations and comprehensive ~~income~~loss, ~~changes in~~ stockholders’ ~~deficit,~~equity and cash flows for the ~~year~~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, ~~2023~~2024, and the results of ~~their~~its operations and ~~their~~its cash flows for the ~~year~~years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~SUBSTANTIAL DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS A~~ GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the ~~entity~~Company will continue as a going concern. As discussed in Note 12 to the consolidated financial statements, the ~~entity~~Company has ~~suffered~~incurred ~~recurring~~continuing losses ~~from operations~~ and has aobligations ~~net~~for ~~capital~~significant ~~deficiency~~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 12. 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 ~~audits~~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 ~~audits~~audit in accordance with the standards of the PCAOB ~~and in accordance with auditing standards generally accepted in the United States of America~~. Those standards require that we plan and perform the ~~audits~~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 ~~audits~~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 ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

~~/s/Bush~~CRITICAL &AUDIT ~~Associates CPA LLC~~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 that there are no critical audit matters.

/s/ Bush & Associates CPA LLC

We have served as the Company’s auditor since 2024.

Henderson, Nevada

~~June~~April 328, ~~2024~~2025

PCAOB ID Number 6797

F-2 ~~Table of Contents~~

~~REPORT~~Sentinel OFHoldings ~~INDEPENDENT~~Ltd ~~REGISTERED~~and ~~PUBLIC ACCOUNTING FIRM~~Subsidiaries

ToConsolidated ~~Board~~Balance ofSheets ~~Directors and Management of James Maritime Holdings Inc~~

Opinion on the Consolidated Financial Statements

	December 31, 2024			December 31, 2023


Assets

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

Due from related party		-			7,400

Intangible assets - net		-			2,088,274

Property and equipment - net		105,000			159,142

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

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

Liabilities and Stockholders' Deficit

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

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

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

Commitments and Contingencies

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

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

WeThe ~~have audited the~~ accompanying ~~consolidated~~notes ~~balance~~are ~~sheet~~an ofintegral ~~James~~part ~~Maritime Holdings Inc and subsidiaries (collectively, the “Company”) as~~ of ~~December~~these ~~31, 2022, and the related~~ consolidated ~~statement of operations, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the~~ financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The financial statements were prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has an accumulated deficit and has not yet established an ongoing source of revenue to finance its operating expenses. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the 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 audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

June 3, 2023

Tanner LLC| Key Bank Tower at City Creek | 36 S. State St., Suite 600, Salt Lake City, UT 84111-1400

Main 801.532.7444 | Fax 801.364.5331 | tannerco.com

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~~JAMES~~Sentinel ~~MARITIME~~Holdings ~~HOLDINGS~~Ltd ~~INC.~~and ~~AND SUBSIDIARIES~~Subsidiaries

~~CONSOLIDATED~~Consolidated ~~BALANCE~~Statements ~~SHEETS~~of ASOperations and Comprehensive Loss

OF DECEMBER 31, 2023 AND 2022

	For the Years Ended December 31,
	2024			2023

Sales - net	$	4,605,338		$	8,820,348
Cost of goods sold		4,191,878			6,053,710
Gross profit		413,460			2,766,638

General and administrative expenses		5,828,300			3,542,186
Loss on impairment of intangible assets		2,088,274			911,467
Total operating expenses		7,916,574			4,453,653

Loss from operations		(7,503,114	)		(1,687,015	)

Other income (expense)
Interest expense		(776,996	)		(1,088,641	)
Change in fair value of derivative liabilities		(163,016	)		156,354
Other (expense) income		(7,426	)		337
Total other income (expense) - net		(947,438	)		(931,950	)

Net loss	$	(8,450,552	)	$	(2,618,965	)

Non-controlling interest		(74,959	)		(157,114	)

Net loss available to common stockholders	$	(8,375,593	)	$	(2,461,851	)

Loss per share - basic and diluted	$	(0.94	)	$	(0.27	)

Weighted average number of shares - basic and diluted		8,921,014			9,046,047

	December 31,2023			December 31,2022
ASSETS
Cash	$	45,551		$	455,454
Accounts receivables		720,112			722,367
Prepaid expenses and other current assets		42,724			70,487
Total current assets		808,387			1,248,308
Due from related parties		7,400			7,379
Intangible assets		2,088,274			4,150,280
Property and equipment, net		159,142			200,502
Right-of-use asset		346,986			168,339
Total assets	$	3,410,189		$	5,774,808
LIABILITIES
Accounts payable and accrued expenses	$	1,455,216		$	921,230
Accrued payroll expenses		214,691			161,360
Due to related parties		7,960			-
Deferred revenue		-			400,000
Common stock to-be-issued		-			50,000
Notes payable, current portion		536,251			323,562
Convertible debenture, current portion		35,000			35,000
Loans payable, current portion		760,842			585,831
Embedded conversion feature		175,045			331,399
Operating lease liability, current		81,805			114,400
Total current liabilities		3,266,810			2,922,782
Notes payable, net of current portion		110,287			110,287
Loans payable, net of current portion		67,800			490,093
Operating lease liability		288,413			68,953
Total liabilities		3,733,310			3,592,115
SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred Stock – Series A, 2,000,000 authorized shares, $0.001 par value; 400,000 shares issued and outstanding, as of December 31, 2023 (400,000 as of December 31, 2022)		400			400
Common Stock, 90,000,000 shares authorized, $0.001 par value; 9,064,129 shares issued and outstanding as of December 31, 2022 (9,004,129 as of December 31, 2022)		9,064			9,004
Additional paid-in capital		13,769,537			13,656,447
Accumulated deficit		(13,915,927	)		(11,454,076	)
Equity (deficit) attributable to shareholders of James Maritime Holdings, Inc.		(136,926	)		2,211,775
Non-controlling interest		(186,196	)		(29,082
Total shareholders’ equity (deficit)		(323,122	)		2,182,693
Total liabilities and shareholders’ equity (deficit)	$	3,410,189		$	5,774,808

The accompanying notes are an integral part of these consolidated financial statements

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-4

Table of Contents

~~JAMES~~Sentinel ~~MARITIME~~Holdings ~~HOLDINGS~~Ltd ~~INC.~~and ~~AND SUBSIDIARIES~~Subsidiaries

~~CONSOLIDATED~~Consolidated ~~STATEMENTS~~Statements OFof ~~OPERATIONS~~Changes ~~FOR~~in Stockholders' Equity (Deficit)

~~THE~~For ~~YEARS~~the ~~ENDED~~Year ~~DECEMBER~~Ended December 31, ~~2023 AND 2022~~2024

	Years ended December 31,
	Preferred Stock - Series A						Preferred Stock - Series B				Common Stock						Additional Paid-in		Accumulated			Total Equity(Deficit) attributable to the			None-Controlling			TotalStockholders' Equity
	2023			2022
	Shares			Amount			Shares		Amount		Shares			Amount			Capital		Deficit			Company			Interest			(Deficit)
Net sales	$	8,820,348		$	4,063,122
December 31, 2023		400,000		$	400			-	$	-		9,064,129		$	9,064		$	13,769,537	$	(13,915,927	)	$	(136,926	)	$	(186,196	)	$	(323,122	)
Cost of goods sold		6,053,710			3,213,604
Shares cancelled - Gladiator		-			-			-		-		(866,667	)		(867	)		-		-			(867	)		-			(867	)
Gross profit		2,766,638			849,518
Shares issued - Gladiator		-			-			-		-		368,967			369			-		-			369			-			369
Operating expenses:
Stock issued for cash		-			-			-		-		805,000			805			804,195		-			805,000			-			805,000
Selling, general, and administrative expenses		3,542,186			3,162,780
Warrants issued for services rendered		-			-			-		-		-			-			1,138,500		-			1,138,500			-			1,138,500
Loss on impairment of intangible assets		911,467			-
Stock issued for services		-			-			50,000		50		-			-			2,499,950		-			2,500,000			-			2,500,000
Total operating expenses		4,453,653			3,162,780
Net loss		-			-			-		-		-			-			-		(8,375,593	)		(8,375,593	)		(74,959	)		(8,450,552	)
Operating loss		(1,687,015	)		(2,313,262	)
December 31, 2024		400,000		$	400			50,000	$	50		9,371,429		$	9,371		$	18,212,182	$	(22,291,520	)	$	(4,069,517	)	$	(261,155	)	$	(4,330,672	)
Other income (expense)
Interest income		-			118
Interest expense		(1,062,034	)		(766,579	)
Financial expenses		(26,607	)		(158,797
Change in fair value of derivative liability		156,354			-
Gain on settlement		-			398,922
Employee retention credit		-			2,959,811
Other income (expenses)		337			(6,768	)
Total other income (expense), net		(931,950	)		2,426,707
Net income (loss)	$	(2,618,965	)	$	113,445
Less: net loss attributable to non-controlling interests		(157,114	)		(91,449	)
Net income (loss) attributable to James Maritime Holdings, Inc. and subsidiaries	$	(2,461,851	)	$	204,894
Weighted average number of common shares outstanding:
Basic		9,046,047			7,842,865
Diluted		9,046,047			8,271,751
Net income (loss) per share:
Basic	$	(0.27	)	$	0.03
Diluted	$	(0.27	)	$	0.02

The accompanying notes ~~to the consolidated financial statements~~ are an integral part of these consolidated financial statements.

F-5

Table of Contents

~~JAMES~~Sentinel ~~MARITIME~~Holdings ~~HOLDINGS~~Ltd ~~INC.~~and ~~AND~~Subsidiaries ~~SUBSIDIARIES~~

~~CONSOLIDATED~~Consolidated ~~STATEMENT~~Statements OFof ~~SHAREHOLDERS’~~Changes ~~EQUITY~~in Stockholders' Equity(~~DEFICIT~~ Deficit) ~~FOR~~

~~THE~~For ~~YEARS~~the ~~ENDED~~Year ~~DECEMBER~~Ended December 31, 2023 ~~AND 2022~~

														Total Equity (deficit)						Total
	Preferred Stock - Series A				Preferred Stock - Series B				Common Stock					Additional Paid-in			Stock Subscription			Accumulated			Total Equity(Deficit) attributable to the			None- Controlling			Total Stockholders'
									Additional					attributable			Non-			Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount			Capital			Receivable			Deficit			Company			Interest			Equity(Deficit)
	Preferred Stock				Common Stock				Paid-in		Accumulated			to the			controlling			Equity
Balance, December 31, 2022		400,000	$	400		-	$	-		9,004,129	$	9,004		$	13,656,447		$	-		$	(11,454,076	)	$	2,211,775		$	(29,082	)	$	2,182,693
	Shares		Amount		Shares		Amount		Capital		Deficit			Company			interest			(deficit)
Issuance of common stock and warrants to shareholders		-		-		-		-		50,000		50			49,950			-			-			50,000			-			50,000
Balance as at January 1, 2022		400,000	$	400		7,354,129	$	7,354	$	12,008,097	$	(11,658,970	)	$	356,881		$	62,367		$	419,248
Stock issued for services		-		-		-		-		10,000		10			63,140			-			-			63,150			-			63,150
Issuance of common stock and warrants to shareholders		-		-		350,000		350		349,650		-			350,000			-			350,000
Net loss		-		-		-		-		-		-			-			-			(2,461,851	)		(2,461,851	)		(157,114	)		(2,618,965	)
Share-based compensation for professional and consulting services		-		-		300,000		300		299,700		-			300,000			-			300,000
Balance, December 31, 2023		400,000	$	400		-	$	-		9,064,129	$	9,064		$	13,769,537		$	-		$	(13,915,927	)	$	(136,926	)	$	(186,196	)	$	(323,122	)
Acquisition of Gladiator Solutions, Inc.		-		-		1,000,000		1,000		999,000		-			1,000,000			-			1,000,000
Net income		-		-		-		-		-		204,894			204,894			(91,449	)		113,445
Balance as at December 31, 2022		400,000	$	400		9,004,129	$	9,004	$	13,656,447	$	(11,454,076	)	$	2,211,775		$	(29,082	)	$	2,182,693
Issuance of common stock and warrants to shareholders		-		-		50,000		50		49,650		-			50,000			-			50,000
Share-based compensation for professional and consultingservices		-		-		10,000		10		63,140		-			63,150			-			63,150
Net loss		-		-		-		-		-		(2,461,851	)		(2,461,851	)		(157,114	)		(2,618,965	)
Balance as at December 31, 2023		400,000	$	400		9,064,129	$	9,064	$	13,769,537	$	(13,915,927	)	$	(136,926	)	$	(186,196	)	$	(323,122	)

The accompanying notes ~~to the consolidated financial statements~~ are an integral part of these unaudited consolidated financial statements.

F-6

Table of Contents

~~JAMES~~Sentinel ~~MARITIME~~Holdings ~~HOLDINGS~~Ltd ~~INC.~~and ~~AND SUBSIDIARIES~~Subsidiaries

~~CONSOLIDATED~~Consolidated ~~STATEMENTS~~Statements OFof ~~CASH~~Cash ~~FLOWS~~Flows ~~FOR~~

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

	For the Years Ended December 31,
	2024			2023

Operating activities
Net loss - including non-controlling interest	$	(8,450,552	)	$	(2,618,965	)
Adjustments to reconcile net loss to net cash provided by operations
Loss on impairment of goodwill and intangibles		2,088,274			911,467
Depreciation and amortization		37,065			1,191,898
Amortization of operating lease - right-of-use asset		87,320			-
Amortization of debt discount		70,032			114,506
Bad debt expense		41,939			-
Bad debt expense - related party		7,400			-
Warrants issued for services rendered		1,138,500			-
Stock based compensation expense		2,499,502			63,150
Change in fair value of derivative liabilities		163,016			(156,354	)
Non-cash charitable contribution		17,077			-
Changes in operating assets and liabilities
(Increase) decrease in
Accounts Receivable		453,469			2,255
Prepaids and other		34,553			27,763
Due to related party		-			7,939
Increase (decrease) in
Accounts payable and accrued expenses		1,858,747			586,798
Deferred revenue		-			(400,000	)
Operating lease liability		(79,049	)		-
Net cash used in operating activities		(32,707	)		(269,543	)

Financing activities
Repayment of lease liabilities		-			(32,595	)
Repayment of notes payable		(523,554	)		(220,041	)
Proceeds from notes payable		348,874			374,619
Repayment of loans		(413,002	)		(262,342	)
Repayment of loans - related party		(7,960	)		-
Proceeds from sale of common stock		805,000			-
Net cash provided by (used in) financing activities		209,358			(140,359	)

Net increase (decrease) in cash		176,651			(409,902	)

Cash - beginning of year		45,551			455,453

Cash - end of year	$	222,202		$	45,551

Supplemental disclosure of cash flow information
Cash paid for interest	$	136,062		$	56,196
Cash paid for income tax	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities
Shares issued for common stock payable	$	-		$	50,000
Lease modification	$	-		$	178,126

	Years Ended December 31,
	2023			2022
Cash flows from operating activities:
Net income (loss)	$	(2,618,965	)	$	113,445
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss on impairment of goodwill and intangibles		911,467			-
Non-cash interest expense		-			26,051
Depreciation and amortization		1,191,898			780,086
Accretion expense		114,506			31,694
Share-based compensation for services		63,150			300,000
Gain on settlement		-			(398,922
Change in fair value of derivative liability		(156,354	)		-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		27,763			(60,000	)
Accounts receivable		2,255			(515,834	)
Due from related party		(21	)		(16,043	)
Accounts payable and accrued expenses		533,465			(101,934	)
Accrued payroll		53,331			(11,006	)
Due to/from related parties		7,960			(224,726	)
Deferred revenue		(400,000	)		230,000
Net cash (used in) provided by operating activities		(269,544	)		178,269
Cash flows from investing activities
Cash acquired from acquisition of USS		-			21,437
Acquisition of property and equipment		-			(11,800	)
Net cash provided by investing activities		-			9,637
Cash flows from financing activities
Proceeds from issuance of common stock		-			350,000
Proceeds from shares to-be-issued		-			50,000
Repayments of lease liabilities		(32,595	)		-
Proceeds from notes		374,619			150,000
Payment of notes		(220,041	)		(171,944	)
Proceeds from loans		-			395,500
Payment of loans		(262,342	)		(616,468	)
Net cash (used in) provided by financing activities		(140,359	)		157,088
Net (decrease) increase in cash		(409,903	)		344,994
Cash, beginning of year		455,454			110,460
Cash, end of year	$	45,551		$	455,454
Supplemental disclosure of cash flow information:
Cash paid during the year:
Interest	$	56,196		$	90,113
Cash received during the year:
Cash received from Employee Retention Tax Credit	$	-		$	2,959,811
Substantial non-cash activities:
Shares issued for common stock payable	$	50,000		$	-
Lease modification	$	178,126		$	-
Acquisition of USS through share-exchange	$	-		$	1,000,000

The accompanying notes are an integral part of these consolidated financial statements

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-7

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

1.DECEMBER ~~Nature~~31, ~~and~~2024 ~~Continuance~~AND ~~of Operations~~2023

~~Business~~Note ~~Operations~~1 ~~Basis~~- Organization and Nature of ~~Presentation~~Operations

~~The~~Organization accompanying consolidated financial statements include the accounts of James Maritime Holdings Inc. (“James Maritime”) and its majority-owned subsidiary, Gladiator Solutions Inc. (“Gladiator”), and its wholly owned subsidiary United Security Specialists Inc. (“USS”) (collectively as the “Company”). James Maritime Holdings, Inc. was incorporated in the State of Nevada on January 23, 2015.

~~Substantially~~The ~~all~~accompanying ofconsolidated ~~the~~financial ~~Company’s~~statements ~~business~~include isthe ~~conducted~~accounts ~~through~~of Sentinel ~~its~~Holdings ~~subsidiaries,~~Ltd. (“Sentinel ~~Gladiator~~Holdings”) and ~~USS.~~its ~~Gladiator~~majority-owned ~~produces~~subsidiaries, ~~revenues~~United ~~through~~Security ~~the~~Specialists ~~distribution~~Inc. of(“USS”) ~~personal~~and ~~protective~~Gladiator ~~products,~~Solutions ~~primarily~~Inc. ~~through~~(“Gladiator”) ~~mail-in~~(collectively ~~orders~~the to“we,” ~~customers~~“us,” “our”, or ~~via~~the ~~e-commerce~~“Company”). ~~sales~~We ~~generated~~were ~~through~~incorporated ~~their~~in ~~website.~~the ~~USS~~State ~~provides~~of ~~professional~~Nevada ~~security~~on ~~personnel~~January ~~enhanced~~23, ~~by smartphone-based security applications~~2015.

~~Share~~Effective ~~Exchange~~April ~~Agreement~~2, –2025. ~~United~~the ~~Security~~Company ~~Specialists~~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 our shareholders. The company is currently awaiting approval from FINRA regarding this name change.

OnNature ~~September~~of ~~23,~~Operations ~~2022, James Maritime Holdings completed a share exchange agreement with USS.~~

AsOur alines ~~result~~ of ~~the~~business ~~exchange,~~consist ~~James~~of ~~Maritime became~~ the ~~sole shareholder of USS, holding 100% of all shares outstanding. See Note 3 for further information.~~following:

~~Basis of Presentation and Principles of Consolidation~~USS

~~The~~Provides ~~accompanying~~professional ~~consolidated~~security ~~financial~~personnel ~~statements~~enhanced ~~were~~by prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Company has adopted a December 31 fiscal yearsmartphone-~~end~~based ~~for~~security ~~financial statement reporting purposes~~applications.

~~All operations activity related to James Maritimes’ subsidiary,~~ Gladiator, ~~all operations are included within consolidated statement of operations for the years ended December 31, 2023 and 2022, respectively.~~

~~All~~Produced ~~operations~~revenues ~~activity~~through ~~related to James Maritimes’ subsidiary, USS, for~~ the ~~year~~distribution ~~ended~~of ~~December~~personal ~~31,~~protective ~~2022~~products, ~~will~~primarily ~~only reflect activity from September 23, 2022~~ through ~~December~~mail-in ~~31,~~orders ~~2022,~~to ~~the~~customers ~~period~~or ~~for~~via ~~which~~e-commerce ~~USS~~sales ~~was~~generated ~~acquired~~through ~~and~~their ~~owned by James Maritime~~website. ~~All~~These ~~operations~~sales ~~for~~ceased after the year ended December 31, 2023 ~~are included within consolidated statement of operations~~.

All intercompany balances were eliminated in the consolidated financial statements. Non-controlling interests are classified in the accompanying consolidated balance sheets as a component of equity. The amounts of consolidated net income (loss) attributable to both the Company and the non-controlling interests are separately presented in the accompanying consolidated statement of operations.

F-8

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~Going~~DECEMBER ~~concern~~31, 2024 AND 2023

~~The~~Basis ~~Company’s consolidated financial statements as~~ of December 31, 2023, are prepared using U.S. GAAP, which contemplates continuation of the Company as a going concern. This contemplates the realization of assets and liquidation of liabilities in the ordinary course of business. The Company has yet to establish an ongoing source of revenue to finance its operating expenses and to continue as a going concern.Presentation

~~During the year ended December 31, 2023, the Company generated a net loss of $2,618,965.~~ The ~~accumulated~~accompanying ~~deficit~~unaudited asconsolidated offinancial ~~December~~statements ~~31,~~have ~~2023~~been isprepared ~~$13,915,927~~in ~~($11,454,076~~accordance aswith ofaccounting ~~December~~principles ~~31,~~generally ~~2022).~~accepted In order to continue as a going concern, the Company plans to receive funds through the selling of equity securities to existing and new shareholders. The Company is also evaluating potential acquisitions in the ~~corporate~~United ~~security~~States space. Additionally, the Company has created and maintained good customer relationships during 2023 for both USS and Gladiator, which the Company is relying on to potentially generate sustainable sales throughout 2024 and afterward. While management maintains they will be able to continue to generate sufficient cash flows through a combination of ~~operations,~~America ~~debt, and equity raises, there is no guarantee the Company will be able to raise or generate additional funds in the short term to meet present obligations as they come due~~(“U. ~~Due to these factors, there is substantial doubt the Company may be able to continue as a going concern~~S. The financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concernGAAP”).

Note 2. - Summary of Significant Accounting Policies

~~Use~~Liquidity ofand ~~Estimates~~Going Concern

~~The~~As ~~preparation~~reflected ~~of financial statements~~ in ~~conformity~~the ~~with~~accompanying ~~U.S.~~consolidated ~~GAAP~~financial ~~requires~~statements, ~~management~~for tothe ~~make~~year ~~estimates~~ended ~~and~~December ~~assumptions~~31, ~~that~~2024, ~~affect~~ the ~~reporting~~Company ~~amounts of assets and liabilities.~~had:

Estimates are used for, but not limited to, the accounting for inventories, impairment of long-term assets and derivatives.

·	Net loss of $8,450,552; and
·	Net cash used in operations was $32,707

~~It is reasonably possible that the estimate of the effect of a condition~~Additionally, ~~situation, or set of circumstances that existing~~ at ~~the~~December ~~date of the financial statements~~31, ~~which management considered in formulating its estimate~~2024, ~~could change in~~ the ~~near~~Company ~~term due to one or more future confirming events. Accordingly, the actual results of could differ significantly from those estimates.~~had:

~~Business~~· ~~Combinations~~Accumulated deficit of $22,291,520 · Stockholders’ deficit of $4,330,672; and · Working capital deficit of $4,419,731

The Company ~~accounts~~anticipates ~~for~~that ~~all~~it ~~business~~will ~~combinations~~need ~~using~~to ~~the~~raise ~~acquisition~~additional ~~method~~capital ofimmediately ~~accounting.~~in ~~Under~~order ~~this~~to ~~method,~~continue ~~assets~~to ~~and~~fund ~~liabilities,~~its ~~including any remaining non-controlling interests, are recognized at fair value at the date of acquisition~~operations. The ~~excess~~Company ofhas ~~the~~relied ~~purchase~~on ~~price~~related ~~over~~parties ~~the~~for ~~fair~~debt-based ~~value~~funding of ~~assets~~its ~~acquired,~~operations. ~~net~~There ~~of liabilities assumed, and non- controlling interests~~ is ~~recognized~~no asassurance ~~goodwill.~~that ~~Certain adjustments to~~ the ~~assessed~~Company ~~fair~~will ~~values~~be ofable ~~assets~~to ~~and~~obtain ~~liabilities,~~funds oron ~~non-controlling~~commercially ~~interests~~acceptable ~~made subsequent to the acquisition date~~terms, ~~but~~if ~~within~~at ~~the~~all. ~~measurement~~There ~~period, which~~ is upalso tono ~~one~~assurance ~~year,~~that ~~are recorded as adjustments to goodwill. Any adjustments subsequent to~~ the ~~measurement~~amount ~~period are recorded in income. Results~~ of ~~operations~~funds of the ~~acquired~~Company ~~entity~~might ~~are~~raise ~~included~~will inenable the Company’s ~~results~~to ~~from~~complete ~~the~~its ~~date~~initiatives ofor ~~the~~attain ~~acquisition~~profitable ~~onward and include amortization expense arising from acquired tangible and intangible assets~~operations.

~~Cash~~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 its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings.

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents.

F-9

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~Concentration~~DECEMBER of31, ~~Credit~~2024 ~~Risk~~AND 2023

~~The~~There ~~Company~~can ~~maintains~~be ~~its~~no ~~cash~~assurances ~~accounts~~that ~~with~~financing ~~financial~~will ~~institutions,~~be ~~where,~~available aton ~~times,~~terms ~~deposits~~which ~~exceed~~are ~~federal~~favorable, ~~insurance~~or ~~limits~~at ~~of $250,000~~all. ~~The~~If the Company ~~believes~~is ~~that~~unable noto ~~significant~~raise ~~concentration~~additional offunding ~~credit risk exists with respect~~ to ~~these~~meet ~~cash~~its ~~balances~~working ~~due~~capital toneeds ~~its~~in ~~assessment~~the offuture, ~~the~~it ~~credit~~will ~~worthiness~~be ~~and~~forced ~~financial~~to ~~viability~~delay, ofreduce, ~~the~~or ~~financial~~cease ~~institutions~~its operations.

~~Inventories~~We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $222,202 at December 31, 2024.

~~Inventories~~The ~~consist~~Company ~~primarily~~has ofhistorically ~~finished goods. Costs of finished goods inventories include all costs~~ incurred tosignificant ~~bring~~losses ~~inventory~~since toinception ~~its~~and ~~current~~has ~~condition,~~not ~~which~~demonstrated ~~includes~~an ~~standard~~ability ~~cost paid~~ to ~~suppliers,~~generate ~~shipping~~sufficient ~~costs,~~revenues ~~and~~from ~~other~~the ~~costs.~~sales ~~The~~of ~~Company values~~ its ~~inventory~~products ~~using~~and ~~specific~~services ~~identification~~to ~~method~~achieve ofprofitable ~~each inventory item~~operations. IfIn ~~the~~making ~~Company~~this ~~determines~~assessment ~~that~~we ~~the~~performed ~~estimated~~a ~~net~~comprehensive ~~realizable~~analysis ~~value~~ of ~~its~~our ~~inventory~~current iscircumstances ~~less~~including: ~~than~~our ~~the~~financial ~~carrying value of such inventory~~position, itour ~~records~~cash aflows ~~charge~~and tocash ~~cost~~usage offorecasts ~~goods~~for ~~sold to reflect~~ the ~~lower~~twelve ofmonths ~~cost~~ended orDecember ~~net~~31, ~~realizable value. If actual market conditions are less favorable than those projected by the Company~~2025, ~~further~~and ~~adjustments~~our ~~may~~current becapital ~~required~~structure ~~that~~including ~~would~~equity-based ~~increase~~instruments ~~the~~and ~~cost~~our ofobligations ~~goods~~and ~~sold in the period in which such a determination was made~~debts.

~~Accounts~~These ~~Receivable~~factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued.

~~Accounts~~The ~~receivables~~consolidated ~~are~~financial ~~generally~~statements ~~recorded~~do atnot ~~the~~include ~~invoiced~~any ~~amounts,~~adjustments ~~net~~that ofmight anbe ~~allowance~~necessary ~~for~~if ~~expected~~the ~~losses. The~~ Company ~~evaluates~~is ~~the~~unable ~~collectability~~to ofcontinue ~~its~~as ~~trade accounts receivable based on~~ a ~~number~~going ~~of factors~~concern. InAccordingly, ~~circumstances~~the ~~where~~financial ~~the~~statements ~~Company~~have ~~becomes~~been ~~aware~~prepared ofon a ~~specific~~basis ~~customer’s~~that ~~inability~~assumes ~~to meet its financial obligations to~~ the Company, awill ~~specific~~continue ~~reserve~~as ~~for~~a ~~bad~~going ~~debts~~concern ~~is estimated~~ and ~~recorded,~~ which ~~reduces~~contemplates the ~~recognized~~realization ~~receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification~~ of ~~bad~~assets ~~debts, bad debt charges are recorded based on the Company’s historical losses~~ and ansatisfaction ~~overall assessment~~ of ~~past~~liabilities ~~due~~and ~~trade~~commitments ~~accounts~~in ~~receivable outstanding. The allowance for accounts receivable is established through a provision reducing~~ the ~~carrying~~ordinary ~~value~~course of ~~receivables~~business. ~~At December 31, 2023 and 2022, the Company determined that no allowance was necessary.~~

~~Leases~~Management’s strategic plans include the following:

~~The~~· ~~Company~~Expand ~~accounts~~into ~~for~~new aand ~~contract~~existing asmarkets, a· ~~lease~~Obtain ~~when~~additional itdebt ~~has the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines the initial classification~~ and/or ~~measurement of its right~~equity-~~of-use~~based ~~(“ROU”)~~financing, ~~assets~~· ~~and~~Collaborations ~~lease~~with ~~liabilities~~other atoperating ~~the~~businesses ~~lease~~for ~~commencement~~strategic ~~date~~opportunities; and ~~thereafter~~· ifAcquire ~~modified.~~other ~~ROU~~businesses ~~assets and liabilities are represented on the balance sheet at the present value of future minimum lease payments~~ to beenhance ~~made over the lease term. Leases that are insignificant~~ or ~~with~~complement aour ~~12-month~~current ~~term~~business ormodel ~~less~~while ataccelerating ~~inception~~our ~~are not recorded on the consolidated balance sheet and are expensed as incurred in the consolidated statements of operations~~growth. ~~As of December 31, 2023, the Company leased real estate and office space under non-cancelable operating lease agreements that qualified for ROU accounting treatment.~~

Property and equipment

The Company records depreciation when appropriate using the straight-line method over the estimated useful life of the assets. Property and equipment are stated at cost less accumulated depreciation. The estimated useful lives of the Company’s property and equipment by class are as follows:

Asset classes	Useful lives (in years)
Vehicles	5
Furniture and fixtures	7

F-10

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~Management~~DECEMBER regularly reviews property, equipment, and other long-lived assets for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Based on management’s assessment, there were no indicators of impairment of the Company’s property and equipment as of December 31, ~~2023~~2024 ~~and~~AND ~~2022.~~2023

~~Intangible~~Principles ~~Assets~~of Consolidation and Non-Controlling Interest

~~Intangible~~The ~~assets~~consolidated ~~are~~financial ~~recorded~~statements athave ~~their~~been ~~estimated~~prepared ~~fair~~in ~~value~~accordance atwith ~~the~~U.S. ~~date~~GAAP ~~of acquisition~~ and ~~are~~include ~~allocated to~~ the ~~reporting~~accounts ~~units~~of ~~that~~the ~~are~~Company ~~expected~~and toits ~~receive~~wholly ~~the~~owned ~~related benefits~~subsidiaries. ~~During~~The ~~the years ended December 31, 2023 and 2022 the~~ Company ~~determined~~consolidates ~~that~~entities ~~all~~where ~~intangibles~~it ~~were~~has ~~fully~~a ~~recognizable~~controlling atfinancial ~~their~~interest, ~~net~~as ~~book~~defined ~~values~~by ~~and~~ASC ~~therefore~~810, ~~no impairment was deemed necessary~~"Consolidation".

OnIn ~~September~~accordance ~~23,~~with ~~2022~~ASC 810-10, ~~the~~consolidation ~~Company~~applies executed a share exchange agreement that resulted in the recognition of intangible assets (see Note 4 – USS Share Exchange Agreement). Management has determined that the intangible assets extrapolated from the share exchange agreement will be amortized over the useful life of 3 years.to:

Convertible Debt and Derivative Liabilities

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

~~The~~All ~~convertible~~intercompany ~~debt~~transactions is convertible into shares of common stock at a conversion rate of 10% of the lowest trading price during the previous five trading days. The terms of the embedded conversion feature require embedded derivative instrument treatment and ~~classification~~balances ~~as a separate liability. The conversion feature and certain other features~~ are ~~considered~~eliminated ~~embedded~~in ~~derivative~~consolidation ~~instruments,~~per ~~such~~ASC as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note810-10-45. The Company ~~records~~continuously ~~the~~evaluates ~~resulting~~its ~~discount~~investments ~~on debt related to the conversion features at initial transaction~~ and ~~amortizes~~relationships ~~the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked~~ to ~~market~~assess ~~each~~consolidation ~~reporting period with the resulting gains or losses shown in the consolidated statement of operations~~requirements.

~~Revenue~~For ~~recognition~~entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the income or loss and corresponding equity that is not owned by us is included in Non-Controlling Interests in the consolidated financial statements.

~~The~~For ~~Company~~the ~~recognizes~~year ~~revenue~~ended ~~when~~December it31, ~~satisfies~~2024 ~~its~~and ~~performance~~December ~~obligations~~31, by2023, ~~transferring~~the ~~control~~Company’s ofallocation ~~promised products or services~~ to ~~its~~the ~~customers,~~non-controlling ~~which~~interest ~~occurs~~represents ~~either~~ownership atof a87% ~~point~~of inGladiator ~~time or over time~~Solutions, ~~depending~~Inc. The onfollowing ~~when~~table ~~the~~sets ~~customer~~for ~~obtains~~ the ~~ability~~changes toin ~~direct~~non-controlling ~~the~~interest ~~use~~for ~~of and obtain substantially all of~~ the ~~remaining~~years ~~benefits~~ended ~~from~~December ~~the~~31, ~~products~~2024 orand ~~services.~~2023:

The Company determines revenue recognition through the following five steps:

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

~~(1) Identify~~Business ~~the~~Segments ~~contract~~and ~~with~~Expense ~~the~~Disclosure ~~customer,~~

~~(2) identify~~The ~~the~~Company ~~performance~~follows ~~obligations~~ASC in280, ~~the~~Segment ~~contract~~Reporting, which requires public entities to report financial and descriptive information about their reportable operating segments.

(3) determine the transaction price,

(4) allocate the transaction price to the performance obligations in the contract; and

(5) recognize revenue when, or as, the performance obligations are satisfied.

Net revenues from Gladiator primarily consist of sales of personal protective products, including armor, plates, helmets, shields, and accessories shipped directly to customers. All revenue transactions for Gladiator comprise a single performance obligation, which consists of the sale of products to customers either through wholesale, intermediary, or direct-to-consumer channels. The company satisfies the performance obligation and records revenues when transfer of control has passed to the customer, based on the terms of sale. In all of the Companies revenue channels, transfer of control takes place at the point of sale upon shipment to customer.

F-11

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~Net~~DECEMBER ~~revenues from United Securities primarily consist of security services provided to large residential~~31, ~~industrial,~~2024 ~~construction~~AND and government clients. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. The Company does offer discounts, but historically the discounts have been insignificant. The Company satisfies the performance obligation for the agreed-upon period of time and location and records revenues after completion. There are no services that would be considered fulfilled over an extended period of time and necessitate different accounting treatment.2023

~~Advertising~~ASC ~~Costs~~280-10-50-1 states that an operating segment is a component of a public entity that:

~~Advertising~~· ~~costs~~Engages ~~are~~in ~~charged~~business toactivities ~~selling,~~from ~~general,~~which ~~and~~it ~~administrative~~may ~~expenses.~~earn ~~Advertising~~revenues ~~production~~and ~~costs~~incur ~~are~~expenses; ~~expensed~~· ~~the~~Has ~~first~~operating ~~time~~results anthat ~~advertisement~~are ~~related~~regularly toreviewed ~~such~~by ~~production~~the ~~costs~~Chief isOperating ~~run.~~Decision ~~Media~~Maker (~~television~~CODM), ~~print~~who ~~and~~is ~~radio) placement costs are expensed in~~ the ~~month~~Company’s ~~during~~Chief ~~which~~Executive ~~the~~Officer, ~~advertisement~~to ~~appears.~~make ~~Advertising~~decisions ~~expenses~~about ~~for~~resource ~~the~~allocation ~~years~~and ~~ended~~performance ~~December~~assessment; ~~31, 2023~~ and ~~2022,~~· ~~were~~Has ~~$80,196~~discrete ~~and~~financial ~~$50,110,~~information ~~respectively~~available.

~~Shipping~~Under ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and ~~Handling~~reviewed ~~Costs~~on a basis, the company may report as a single segment. The Company has determined that it operates as one reportable segment, as its CODM reviews the business as a whole rather than by distinct business components.

~~The~~Customers ~~Company~~in ~~incurs~~the ~~freight~~United ~~costs~~States ~~associated~~accounted ~~with~~for ~~shipping~~100% ~~goods~~of toour ~~customers~~revenues. We ~~These~~do ~~costs~~not ~~are~~have ~~recorded~~any asproperty aor ~~component~~equipment outside of ~~cost of goods sold. For~~ the ~~years~~United ~~ended December 31, 2023 and 2022, shipping and handling costs totaled $13,196 and $35,122, respectively~~States.

~~Earnings~~Application ~~(loss)~~of ~~per~~ASU ~~Share~~2023-07 – Segment Expense Disclosure Requirements

~~Basic~~In ~~earnings~~October ~~(loss)~~2023, ~~per~~the ~~common~~FASB ~~share~~issued isASU ~~computed~~2023-07, bywhich ~~dividing~~enhances ~~net~~segment ~~income~~reporting ~~(loss) available to common stockholders for the period~~ by ~~the~~requiring ~~weighted~~public ~~average~~entities ~~number~~to ofdisclose ~~common~~significant ~~shares~~segment ~~outstanding~~expenses ~~during~~that ~~the period. Diluted earnings (loss) per common share~~ are ~~computed~~regularly byreviewed ~~dividing net income (loss) available to common stockholders for the period~~ by the ~~diluted weighted average common shares outstanding during the period~~CODM. ~~Diluted earnings (loss) per share reflects the potential dilution from common shares issuable through stock options~~However, ~~restricted~~under ~~stock~~ASC ~~units and other equity awards. For the year ended December~~ 280-10-50-31, ~~2022,~~these ~~the~~requirements ~~Company~~apply ~~generated~~only ato ~~net~~entities ~~income, therefore calculated diluted earnings per share~~ with ~~the~~multiple ~~applicable~~reportable ~~equity instruments~~segments. ~~For~~Since the ~~year~~Company ~~ended~~operates ~~December~~as ~~31,~~a ~~2023,~~single ~~the~~reportable ~~Company generated net losses~~segment, ~~therefore~~it ~~applying~~is ~~applicable~~not ~~equity~~required ~~instruments~~to ~~for~~disclose ~~diluted~~segment ~~earnings~~expenses ~~(loss) per share would have had an anti-dilutive effect~~separately. ~~Please see Note 14 for the computation of earnings (loss) per common share for the years ended December 31, 2023 and 2022.~~

~~Fair~~Although ~~Value~~ASC 280-10-50-32 allows entities to voluntarily disclose additional segment-related information, including a breakdown of ~~Financial~~expenses, ~~Instruments~~the Company is not required to present individual expense categories, and has not done so, because its operations are reviewed and managed as a single segment.

~~The~~Use ~~carrying~~of ~~amounts~~Estimates ~~shown for the Company’s cash~~ and ~~cash equivalents, accounts receivable, accounts payable and accrued expenses, and notes and loans approximate fair value because of the short-term maturity of those instruments.~~Assumptions

The ~~Company~~preparation ~~groups~~of ~~its~~financial ~~recurring,~~statements ~~non-recurring~~in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure~~-only~~ ~~fair~~of ~~value~~contingent ~~measurements~~assets ~~into~~and liabilities at the ~~following~~date ~~levels~~of ~~when~~the ~~making~~financial ~~fair~~statements, ~~value~~and ~~measurement~~the ~~disclosures:~~recognition of revenues and expenses during the reporting period. Actual results may differ from these estimates, and such differences could be material.

Level 1	Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2	Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3	Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

F-12

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~Fair~~DECEMBER value is 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 (an exit price). The Company and its subsidiaries use31, as2024 ~~appropriate,~~AND a market approach (generally, data from market transactions), an income approach (generally, present value techniques and option-pricing models), and / or a cost approach (generally, replacement cost) to measure the fair value of an asset or liability. These valuation approaches incorporate inputs such as observable, independent market data and/or unobservable data that management believes are predicated on the assumptions market participants would use to price an asset or liability. These inputs may incorporate, as applicable, certain risks such as nonperformance risk, which includes credit risk.2023

~~The~~In ~~Company~~accordance ~~received~~with aASC ~~fair~~250-10-50-4, ~~value~~changes ~~assessment~~in ~~from~~estimates aare ~~third-party~~recorded ~~prior~~in to the ~~business~~period ~~combination~~in ~~with~~which ~~Gladiator.~~they ~~See~~become ~~Note~~known 3and are accounted for ~~further~~prospectively. ~~details~~The Company bases its estimates on historical experience, industry trends, and ~~assumptions~~other ~~used~~relevant infactors, incorporating both quantitative and qualitative assessments that it believes are reasonable under the ~~calculation~~circumstances.

~~Income~~Significant ~~Taxes~~estimates for the years ended December 31, 2024 and 2023 include:

~~Income~~· ~~taxes~~Allowance ~~are accounted~~ for ~~under~~doubtful ~~the~~accounts ~~asset~~ and ~~liability~~other ~~method.~~receivables ~~Deferred~~· ~~income~~Valuation ~~tax~~of ~~assets~~loss ~~and~~contingencies ~~liabilities~~· ~~are~~Valuation ~~established~~of ~~for~~stock-based ~~temporary~~compensation ~~differences~~· ~~between~~Estimated ~~the~~useful ~~financial~~lives ~~reporting~~of ~~basis~~property and ~~the~~equipment ~~tax~~· ~~basis~~Impairment of ~~the~~intangible ~~Company’s~~ assets ~~and~~· ~~liabilities~~Implicit atinterest ~~tax~~rate ~~rates expected to be~~ in ~~effect~~right-of-use ~~when~~operating ~~such~~leases ~~assets~~· orUncertain ~~liabilities~~tax ~~are~~positions ~~realized~~· orValuation ~~settled.~~allowance ~~The effect~~ on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date of a change in tax rates. Deferred income tax assets are reduced by valuation allowances when necessary. On December 31, 2023 and 2022, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The 2020 through 2023 tax years remain subject to examination by federal and most state tax authorities.

~~Commitments~~Risks and ~~Contingencies~~Uncertainties

~~Certain~~The ~~conditions~~Company ~~may~~operates ~~exist as of the date the financial statements are issued, which may result~~ in a ~~loss~~highly tocompetitive ~~the~~industry ~~Company,~~that ~~but~~is ~~which~~subject ~~will~~to ~~only~~intense bemarket ~~resolved~~dynamics, ~~when~~shifting ~~one~~consumer ordemand, ~~more~~and ~~future~~economic ~~events occur or fail to occur~~fluctuations. The Company’s ~~assesses~~operations ~~such~~are ~~contingencies~~exposed ~~related~~ to ~~legal~~significant ~~proceedings~~financial, ~~that~~operational, ~~are~~and ~~pending~~strategic ~~against~~risks, ~~the~~including ~~Company~~potential orbusiness ~~unasserted~~disruptions, ~~claims~~supply ~~that~~chain ~~may result in such proceedings. The Company evaluates the perceived merits of any legal proceedings~~constraints, orand ~~unasserted~~liquidity ~~claims as well as the perceived merits of the amount of relief sought or expected to be sought therein~~challenges.

IfIn ~~the~~accordance ~~assessment~~with ofASC a275, ~~contingency~~"Risks ~~indicates that it is probable that a material loss has been incurred~~ and ~~the amount of liability can be estimated~~Uncertainties," ~~then~~ the ~~estimated liability would be accrued in the~~ Company’s ~~financial~~evaluates ~~statements.~~and Ifdiscloses ~~the~~risks ~~assessment indicates~~ that acould ~~potential~~materially ~~material~~affect ~~loss~~its ~~contingency~~financial ~~is not probable but is reasonably possible~~condition, orresults ~~is possible but cannot be estimated, then the nature~~ of ~~the contingent liability~~operations, and anbusiness ~~estimate~~outlook. ofKey ~~the~~factors ~~range~~contributing ofto ~~possible~~variability ~~losses,~~in ifsales ~~determinable~~ and ~~material,~~earnings ~~would be disclosed.~~include:

~~Loss~~1. ~~contingencies~~Industry ~~considered~~Cyclicality ~~remote~~(ASC ~~are~~275-10-50-6) ~~generally~~– ~~not~~The ~~disclosed~~Company's ~~unless~~financial ~~they~~performance ~~involve~~is ~~guarantees~~affected by industry trends, seasonality, and shifts in ~~which~~market ~~case~~demand. 2. Macroeconomic Conditions (ASC 275-10-50-8) – Economic downturns, inflationary pressures, interest rate changes, and geopolitical risks may impact consumer purchasing behavior and the ~~guarantees~~Company’s ~~would~~revenue bestreams. ~~disclosed~~3. Pricing Volatility (ASC 275-10-50-4) – The cost and availability of raw materials, supply chain disruptions, and competitive pricing pressures can lead to fluctuations in gross margins and profitability.

~~Non~~Given these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting liquidity, business continuity, and long-~~controlling~~term ~~Interests~~strategic growth. The Company continuously assesses these risks and implements measures to mitigate their potential impact.

Non-controlling interests are classified in the accompanying consolidated balance sheet as a component of equity. The amounts of consolidated net income (loss) attributable to both the Company and the non-controlling interests are separately presented in the accompanying consolidated statements of operations.

Recently Issued Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13. Credit Losses (Topic 326) – Measurement of Credit Losses of Financial Statements Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, which may result in the earlier recognition of allowance for losses. ASU 2016-13 is effective beginning January 1, 2023 and early adoption is permitted. The adoption of ASU 2016-13 did not have any material impact on the Company’s financial statement presentation or disclosures.

F-13

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

InDECEMBER ~~May 2021~~31, ~~the~~2024 ~~FASB~~AND issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity- classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021- 04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 did not have any material impact on the Company’s consolidated financial statement presentation or disclosures.2023

3.Fair ~~Share~~Value ~~Exchange~~of ~~Agreement~~Financial ~~with United Securities Specialists, Inc. (USS)~~Instruments

OnThe ~~September~~Company ~~23,~~accounts ~~2022~~for ~~(the~~financial ~~“USS~~instruments ~~Closing~~in ~~date”~~accordance with Financial Accounting Standards Board (FASB) ASC 820, ~~USS~~Fair ~~entered~~Value ~~into~~Measurements, which establishes a ~~share~~framework ~~exchange~~for ~~agreement~~measuring ~~with~~fair value and requires related disclosures. Fair value is defined as the ~~Company,~~price that would be received to sell an asset or paid to transfer a liability in ~~which~~an ~~all~~orderly ~~the~~transaction ~~outstanding~~between ~~shares,~~market ~~100~~participants ~~common~~at ~~shares,~~the nomeasurement ~~par~~date. The fair value, ~~were~~measurement ~~exchanged~~is ~~for~~based 1on the Company’s principal market or,~~000,000~~ ~~shares~~if none exists, ~~$0.001~~the ~~par~~most ~~value~~advantageous ofmarket ~~James~~for ~~Maritime~~the ~~common~~asset ~~stock~~or liability.

~~The~~Fair ~~Company~~Value ~~also included contingent considerations if USS meets or exceeds certain earnings before interest, taxes, amortization (“EBITDA”) thresholds:~~Hierarchy

-ASC ~~$20,000,000~~820 ~~and~~requires ~~15% during any consecutive (12) month period commencing on~~ the ~~Closing~~use ~~date and ending on December 31, 2025 (“the Measurement Period”), the Company shall issue an aggregate 500,000 shares~~ of ~~James~~observable ~~Maritime~~inputs ~~stock~~whenever -available ~~$30,000,000~~ and ~~15%~~establishes ~~during~~a ~~the measurement period, the Company shall issue an aggregate 500,000 shares of James Maritime stock~~ three-tier ~~$40,000,000~~hierarchy ~~and~~for ~~15%~~measuring ~~during~~fair the measurement period, the Company shall issue an aggregate 500,000 shares of James Maritime stock - $50,000,000 and15% during the measurement period, the Company shall issue an aggregate 500,000 shares of James Maritime stockvalue:

If· ~~all~~Level ~~criteria~~1 ~~are~~– ~~met,~~Quoted anmarket ~~aggregate~~prices of(unadjusted) for identical assets or liabilities in active markets. · Level 2 – Observable inputs other than quoted prices in active markets,~~000~~ such as quoted prices for similar assets and liabilities or inputs that are directly or indirectly observable. · Level 3 – Unobservable inputs that require significant judgment,~~000~~ ~~earnout~~including ~~shares~~management ~~will~~assumptions beand ~~awarded~~estimates tobased ~~the~~on ~~Company~~available market data.

The ~~Company~~classification ~~utilized~~of aan ~~third-party~~asset ~~valuation~~or ~~specialist~~liability towithin ~~calculate~~ the ~~intangible~~hierarchy ~~assets~~is ~~and~~based ~~estimate~~on the ~~purchase~~lowest ~~price~~level of input that is significant to the ~~agreement~~fair value measurement. ~~The~~Level ~~valuation~~3 ~~utilized~~valuations agenerally ~~share~~require ~~purchase~~more ~~price~~judgment ofand ~~$1.00~~complexity, ~~which~~often ~~constitutes~~involving a ~~Level~~combination 2of ~~fair~~cost, ~~value~~market, ~~measurement~~or income approaches, as well as assumptions about market conditions, pricing, and other factors.

~~The~~Fair ~~allocation~~Value ofDetermination ~~the~~and ~~purchase~~Use ~~price in connection with the acquisition~~ of ~~USS~~External ~~was calculated as follows:~~Advisors

Purchase price (2)	$	1,000,000
Plus: Net liabilities assumed (3)		2,439,614
Intangibles (1)	$	3,439,614

(1) Intangibles were determined to consist of two separately identifiable intangible assets to be amortized over their useful lives of 3 years (the average time the Company has maintained customer and employee relationships). 50% of the value or $1,719,807 was attributable to Employee Expertise and 50% of the value or $1,719,807 was attributable to Customer Relationships.

(2) The purchase price was calculated by taking the recapitalization of James Maritime Holdings shares of 1,000,000 (previously 100 Company shares) at $1.00 per share, resulting in a total purchase price of $1,000,000.

F-14

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~The~~DECEMBER ~~following tables present the allocation of the purchase consideration~~31, ~~which~~2024 ~~includes~~AND ~~tangible and intangible assets acquired and liabilities assumed, based on their assessed fair values~~2023

Assets acquired:
Cash	$	21,437
Accounts receivable		206,536
Prepaid expenses		10,487
Property and equipment		199,584
Right-of-use asset		193,839
Intangible assets		99,609
Total assets acquired	$	731,492
Liabilities assumed:
Accounts payable and accrued expenses	$	704,637
Accrued payroll		172,366
Notes payable – current and non-current		1,017,771
Loan – current and non-current		1,066,012
Operating lease liability – current and non-current		210,320
Total liabilities assumed	$	3,171,106
Net assets (liabilities) acquired/assumed	$	(2,439,614	)

Financial Instruments Carried at Historical Cost

IfThe ~~the~~Company’s ~~share~~financial ~~exchange~~instruments—including ~~agreement~~cash, ~~had~~accounts ~~occurred~~receivable, onaccounts ~~January 1~~payable, ~~2022,~~and ~~the~~accrued ~~pro~~expenses ~~forma~~(including ~~consolidated~~related ~~revenues~~party balances)—are recorded at historical cost. As of December 31, ~~2022~~2024 ~~would~~and ~~have~~2023, ~~amounted~~respectively, tothe ~~approximately~~carrying ~~$9,420,417~~amounts ~~and~~of ~~the~~these ~~consolidated~~instruments ~~operating~~approximated ~~loss~~their ~~would~~fair ~~have~~values ~~amounted~~due to ~~approximately~~their ~~$2,301,112~~short-term maturities.

~~4. Intangible~~Fair ~~Assets~~Value Option Under ASC 825

~~The~~ASC ~~Company’s~~825-10, ~~intangible~~Financial Instruments, permits entities to elect the fair value option for certain financial assets and liabilities. This election is made on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If elected, unrealized gains and losses are asrecognized ~~follows:~~in earnings at each reporting date. The Company has not elected the fair value option for any of its outstanding financial instruments.

	December 31,2023			December 31,2022
Customer relationships	$	2,420,014		$	2,420,014
Supplier relationships		700,207			700,207
Employee expertise		1,719,807			1,719,807
Software development costs		99,609			99,609
Less: impairment loss		(911,467	)		-
Less: accumulated amortization		(1,939,896	)		(789,357	)
Net intangible assets	$	2,088,274		$	4,150,280

Cash and Cash Equivalents and Concentration of Credit Risk

~~Amortization~~For ~~expense~~purposes ~~for~~of the ~~years ended December 31, 2023 and 2022 equated to $1,150,539 and $780,086, respectively and is included in selling, general, and administrative expenses in the~~ consolidated statements of ~~operations.~~cash ~~During~~flows, the ~~year~~Company ~~ended~~considers ~~December~~all ~~31,~~highly ~~2023,~~liquid ~~the~~instruments ~~company~~with ~~recognized~~a anmaturity ~~impairment loss~~ of ~~$911,467~~three onmonths ~~assets~~or ~~acquired~~less asat ~~part of~~ the ~~business~~purchase ~~combination~~date ~~with~~and ~~Gladiator,~~money ~~due~~market accounts to ~~the~~be ~~uncertainty~~cash ~~of future operations of that entity~~equivalents.

At December 31, 2024 and 2023, respectively, the Company did not have any cash equivalents.

The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000.

At December 31, 2024 and 2023, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

Accounts Receivable

F-15

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~5. Property~~DECEMBER ~~and~~31, ~~Equipment~~2024 AND 2023

The ~~table~~Company ~~below~~extends ~~displays~~credit ~~the~~to ~~Company’s~~customers ~~property~~based ~~and~~on ~~equipment~~an ~~balances~~evaluation as of ~~December~~their ~~31,~~financial ~~2023~~condition and ~~2022~~other factors. The Company does not require collateral, ~~respectively~~and interest is not accrued on overdue accounts receivable (ASC 310-10-45-4).

	2023			2022
Furniture and fixtures	$	16,062		$	16,062
Vehicles		195,322			195,322
Less: accumulated amortization		(52,241	)		(10,882	)
Total property and equipment, net	$	159,142		$	200,502

Allowance for Doubtful Accounts

~~Depreciation~~Management ~~expense~~periodically ~~for~~assesses the ~~years~~collectability ~~ended~~of ~~December~~accounts ~~31,~~receivable ~~2023~~ and ~~2022~~establishes ~~equated~~an toallowance ~~$41,359~~for ~~and~~doubtful ~~$10,882,~~accounts ~~respectively~~as ~~and~~needed. isThe ~~included~~allowance inis ~~selling,~~determined ~~general,~~based ~~and administrative expenses in the consolidated statements of operations.~~on:

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

~~The~~Accounts ~~Company~~deemed ~~leases~~uncollectible ~~its headquarters office. Leases with an initial term of 12 months or less or~~ are ~~immaterial~~written ~~are~~off ~~not~~against ~~included on~~ the ~~balance~~allowance ~~sheets.~~when ~~During~~determined ~~the~~to ~~year~~be ~~ended~~uncollectible ~~December~~(ASC ~~31, 2020, the Company entered into an office lease for its administrative operations. This lease is for a 48.5~~310-~~month term, expiring on July 31, 2024, with an initial monthly payment of $8,819. Straight~~10-~~line rent per month was calculated at $9,522~~35-10). ~~During the year ended December 31, 2023, the Company entered into an additional operating lease that expires in January 2028, with a month rental payment of $9,208.~~

~~The~~Allowance ~~components~~for ofdoubtful ~~lease~~accounts ~~expense~~was ~~included~~$0 onat ~~the~~December ~~Company’s~~31, ~~consolidated~~2024 ~~statements~~and of2023, ~~operations were as follows:~~respectively.

	As of December 31, 2023			As of December 31, 2022
Weighted average remaining lease term (in years)		2.85			1.58
Weighted average discount rate		7.56	%		6.00	%

For the years ended December 31, 2024 and 2023, the Company recorded bad debt expense of $41,939 and $0, respectively.

~~Amounts~~The ~~relating~~following tois ~~operating~~a ~~leases~~summary ~~were~~of ~~presented on~~ the ~~consolidated~~Company’s ~~balance~~accounts ~~sheets~~receivable asat of December 31, ~~2023~~2024 inand ~~the~~December ~~following~~31, ~~line items~~2023:

	December 31, 2023		December 31, 2022
	December 31, 2024		December 31, 2023
Operating Leases
Accounts receivable	$	224,704	$	720,112
ROU lease assets	$	346,986	$	168,339
Less: allowance for doubtful accounts		-		-
Lease liabilities, short-term		81,805		114,400
Accounts receivable - net	$	224,704	$	720,112
Lease liabilities, long-term		288,413		68,953

Future minimum lease payments required under operating leases on an undiscounted cash flow basis as of December 31, 2023 is as follows:

	Operating Lease
Fiscal Year	Payments
2024	$	141,532
2025		103,661
2026		107,020
2027		110,228
2028		9,208
Total minimum lease payments		471,649
Less: imputed interest		(101,431	)
Present value of future minimum lease payments		370,218
Less: current lease liabilities		(81,805	)
Operating lease liabilities, non-current	$	288,413

F-16

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~7. Accounts~~DECEMBER ~~Payable~~31, ~~and~~2024 ~~Accrued~~AND ~~Expenses~~2023

~~The~~Applicability ~~accounts payable and accrued expenses balance consists~~ of ~~the~~ASC ~~following~~326 ~~as of December 31, 2023 and 2022:~~(“CECL”)

	2023		2022
Accounts payable	$	820,208	$	723,886
Credit card liability		50,040		156,115
Accrued interest		564,213		26,809
Taxes payable		20,755		14,420
	$	1,455,216	$	921,230

The Company has assessed the applicability of ASC 326, Financial Instruments—Credit Losses (CECL), which requires an expected credit loss model for financial assets measured at amortized cost. However, ASC 326 primarily applies to financial institutions and entities with long-term financing receivables.

8.Since ~~Notes~~the ~~Payable,~~Company’s ~~current~~accounts ~~and~~receivable ~~non~~are short-~~current~~term trade receivables that do not meet the scope requirements of ASC 326-20-15-2, it continues to apply the incurred loss model under ASC 310 for estimating credit losses.

~~The~~For ~~following table summarizes~~ the ~~outstanding~~years ~~notes~~ended ~~payable~~December ~~amount~~31, ~~owed~~2024 byand ~~the~~2023, ~~Company~~no assuch oflosses ~~December~~were ~~31, 2023 and 2022:~~recorded.

		2023		2022
Kapitus	(a)	$	122,973	$	122,973
Henry Sierra	(b)		148,946		168,276
Padilla	(d)		58,256		-
Clearview	(e)		316,363		-
IOU	(c)		-		142,600
Total notes payable outstanding		$	646,538	$	433,849
Notes payable, current portion			536,251		323,562
Notes payable, excluding current			110,287		110,287

Concentrations

(a)	On November 4, 2020 Gladiator received $69,800 from their supplier, Kapitus Servicing Inc. Gladiator agreed to pay back the note in weekly installments of $1,419, which includes interest, for a total term of 15 months from commencement. The interest paid over the maturity period totals $22,336 (45.6% per annum). For the year ended December 31, 2022 and for the period December 13, 2021 through December 31, 2021, Gladiator paid $155 and $240 in interest expense related to this note, respectively. The note has been fully paid off.
	On August 20, 2021, Gladiator received $25,500 from their supplier, Kapitus Servicing Inc. Gladiator agreed to pay back the note in weekly installments of $519, which includes interest, for a total term of 15 months from commencement. The interest paid over the maturity period totals $8,205 (46.5% per annum). For the year ended December 31, 2022 and for the period December 13, 2021 through December 31, 2021, Gladiator paid $4,514 and $541 in interest expense related to this note, respectively. The note has been fully paid off.
	On September 15, 2022, Gladiator received additional funding of $150,000 from their supplier, Kapitus Servicing Inc. The Company agreed to pay back the note in weekly installments of $3,003, which includes interest, for a total term of 15 months from commencement. The interest paid over the maturity period totals $45,000 (24% per annum). For the year ended December 31, 2022, Gladiator paid $18,018 in interest expense related to this note. The Company accrued interest payable of $29,514 on this note as of and for the year ended December 31, 2023. As of the date these consolidated financial statements are filed, the loan is in default.

Customer and Sales Concentrations

F-17

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~(b)~~DECEMBER On September 23, 2021, Mr. Sierra resigned from his position of employment with USS. As a result, USS agreed to repurchase 100 shares of common stock held by Mr. Sierra and in exchange, issued a promissory note with a repurchase amount of $637,500. The repurchase amount was reduced by $405,545 as a result of distributions to Mr. Sierra from the Company. The remaining value of $231,955 is to be repaid through the promissory note. This note bears no interest and monthly installment payments are payable over 4 years beginning November 15, 2021. The promissory note was discounted at 6% prior to acquisition, however, was recognized at fair value upon the acquisition of USS by James Maritime, for an adjusted fair value of $182,773. As of December 31, 2023 and 2022, the note had an outstanding principal of $148,946 and $168,276, respectively. (c) On May 31, 2022, USS entered into a promissory note agreement with IOU Central Inc. for $336,000, which matures on November 29, 2023. The Company agreed to pay back the note in weekly installments of $5,690 and a final payment of $2,831, which includes interest, as well as incudes $1,038 attributable to the weekly loan guarantee fee. An origination fee of $36,000 and a loan guarantee fee of $81,000 are included in the principal was charged and discounted against the note over the term. As of December 31, 2022, the note had an outstanding principal balance of $211,246 and a debt discount of $68,646. The note was satisfied in full during the year ended December 31, 2023. (d) On October 6, 2023, USS entered into a promissory note agreement with Ashley Padilla for $100,000, which matures on April 5, 2024. AnAND ~~origination and guarantee fee of $30,000 are included in the principal which was charged and discounted against the note over the term. As of December 31,~~ 2023, the note had an outstanding balance of $58,256. (e) On August 4, 2023, USS entered into a promissory note agreement with Clearview Funding Solutions for $400,000, which matured in February 2024. An origination and finance fee of $180,000 are included in the principal and discounted against the note over the term. As of December 31, 2023, the note had an outstanding balance of $318,363.

~~9. Loans,~~Accounts ~~current~~Receivable ~~and non-current~~Concentrations

The ~~following~~Company ~~table~~extends ~~summarizes~~credit ~~the~~to ~~outstanding~~customers ~~loans~~based ~~amount~~on ~~owed~~their byfinancial strength, payment history, and other relevant factors. A significant concentration of accounts receivable from a limited number of customers could expose the Company asto credit risk and potential collection issues. The Company regularly evaluates the creditworthiness of ~~December~~its 31customers and may require advance payments, ~~2023~~letters ~~and~~of ~~2022:~~credit, or other credit enhancements to mitigate risks.

		2023		2022
Quattro Capital	(a)	$	250,000	$	237,500
Merchant cash advances	(b)		36,000		206,680
Vehicle loans	(c)		76,309		117,971
Newtek	(d)		398,533		395,973
SBA Loan	(e)		67,800		67,800
Westwood settlement	(f)		-		50,000
Total loans outstanding		$	828,642	$	1,075,924
Loans, current portion			760,842		585,831
Loans, excluding current			67,800		490,093

The Company has the following concentrations related to its accounts receivable greater than 10% of their respective totals:

(a)	On December 9, 2022, Gladiator entered into a collateralized loan of the Company’s inventory with Quattro Capital LLC, a third-party lender. The Company received $250,000, maturing 60 days after the effective date, or February 9, 2023. The Company is responsible for paying additional fees related to the escrow agent and brokers in the amounts of $6,000 and $6,500, which is included in the loan balance as a debt discount. The interest will accrue at a non-compounding rate of 25% of the total loan value upon maturity (or $62,500). Penalty interest of $1,200 will accrue daily after the maturity date until the full value of the loan is paid. As of the date these consolidated financial statements are filed, the loan is in default, and the Company has included interest (including penalty interest) of $452,500.
		Years Ended December 31,			Year Ended December 31,
(b)	On September 16, 2022, Gladiator entered into a collateralized loan of the Company’s future receipts of receivables with Pinnacle Business Funding LLC (“PBF”). The Company received net amount of $145,500 (net of $$4,500 paid for ACH fees) in exchange for $202,500 receivables purchased by PBF. The Company agreed to pay $6,328 per week as funds are made available to be sent to PBF until paid off in its entirety. As of December 31, 2023 and 2022, $36,000 and $77,368 remains outstanding, respectively (2022 - $107,578 principal netted against $30,210 of a debt discount).
Customer		2024			2023
A			56.97	%		27.94	%
B			0.00	%		30.85	%
C			18.99	%		0.00	%
D			11.28	%		0.00	%
Total			87.23	%		58.79	%

The company has the following concentrations related to its sales greater than 10% of their respective totals:

	Years Ended December 31,
Customer	2024			2023
A		37.13	%		21.42	%
B		6.85	%		25.45	%
C		9.42	%		0.00	%
Total		53.40	%		46.86	%

F-18

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~(b)~~DECEMBER On November 18, 2021, USS entered into a collateralized loan of the Company’s future receipts of receivables with GHI Funding, LLC (“GHI”). The Company received a net amount of $180,000 (net of $20,000 paid for ACH fees) in exchange for $300,000 receivables purchased by GHI. The Company agreed to pay $2,600 every day for which funds are available to be sent to GHI until paid off in its entirety. As of December 31, ~~2022,~~2024 ~~$103,312~~AND ~~remains outstanding. This loan was satisfied in full during the year ended December 31,~~ 2023. On December 28, 2021, USS entered into a collateralized loan of the Company’s future receipts of receivables with Adar Funding, LLC (“AF”). The Company received a net amount $180,000 (net of $20,000 paid for ACH fees) in exchange for $300,000 receivables purchased by AF. The Company agreed to pay $5,000 every day for which funds are available to be sent to AF until paid off in its entirety. As of December 31, 2022, $26,000 remains outstanding. This loan was satisfied in full during the year ended December 31, 2023. (c) Upon acquisition of USS at September 23, 2022, the Company assumed the liabilities for eleven vehicle loans from USS which together had an outstanding total amount of $140,300. During the period beginning September 23, 2022 and ended December 31, 2022, the Company made principal repayments of $47,268 for its vehicle loans. At December 31, 2023 and 2022, the total amount outstanding is $76,309 and $117,971, respectively, with 9 vehicle loans currently outstanding. The Company currently has loans for vehicles with interest rates between 0% and 12.6%, per annum. Monthly payments range from $98 to $695, with an aggregate monthly payment of $4,923. All loans have a term between 1 and 6 years. (d) On December 30, 2020, USS entered into a $466,000 loan agreement (“NewTek loan”) with an outside lender, NewTek Small Business Finance, LLC. The U.S. Small Business Administration (“SBA”) agreed to guarantee up to 75% of the NewTek loan principal in exchange for a guaranty fee of $10,485. Under the terms of the NewTek loan, the interest rate is the prime rate, plus 2.75% and may be adjusted every change period (every quarter). The interest rate is originally stated at 6%. Monthly installment payments, which include interest, began on February 2, 2021. As of December 31, 2023 and 2022, the principal balance was $398,533 and $395,973, respectively, and accrued interest payable as of December 31, 2023 and 2022 of $68,058 and $47,517, respectively. (e) On March 3, 2021, the Company received a loan from the U.S. Small Business Administration (“SBA”) in the amount of $67,900 with an interest rate of 3.75% per annum. The loan is due and payable thirty (30) years from the date of the note. Interest accrued as of years ended December 31, 2023 and 2022 is $7,204 and $4,661, respectively. (f) On July 9, 2021, USS sold $685,000 of their receivables in a purchase agreement with an outside lender, Westwood Funding Solutions, LLC (“Westwood”). The purchase price of the receivables totaled $685,000, with the Company receiving net proceeds of $500,000 after applicable fees were deducted. The Westwood Funding agreement was guaranteed by the USS CEO. On December 27, 2022, Westwood entered into a settlement agreement with USS for an amount of $125,000. On December 28, 2022 $75,000 was paid towards this balance. The remaining $50,000 as of December 31, 2022 is owed in monthly installments of $10,000 until paid off. This loan was satisfied in full during the year ended December 31, 2023.

~~10.~~Management’s ~~Convertible~~Risk ~~Notes~~Mitigation Strategies

OnTo ~~February~~address 8,these ~~2021~~risks, Gladiator entered into a note agreement with Pink Holdings LLC. The Company received $10,000 at a 6% interest rate per annum, maturing on February 7, 2022. All principal and interest are due upon maturity. The issuer of the ~~note has the option to convert any part, or all of the outstanding interest or principal amount owed into fully paid and non-assessable shares of common stock of the~~ Company atimplements ~~a stock price at~~ the lower of 10% of the lowest trading price during the 5-trading day period ending on the conversion date per share. As of the year ended December 31, 2023 and 2022, the Company accrued $1,105 and $505, respectively, in interest related to this note. Due to the variable nature of the conversion feature, this note was determined to contain a derivative liability. It was valued using the Black-Scholes pricing model with the following ~~inputs~~strategies: ~~18,508 shares, stock price of $6.00, exercise price of $0.60, 0.1 year term, and volatility of 40.88%.~~

	·	Diversification of Customer Base – Actively seeking new customers to reduce reliance on a small number of key accounts.
	·	Credit Risk Management – Regularly reviewing customer creditworthiness and adjusting credit terms as necessary.

The Company continuously monitors these risks and adjusts its business strategies to reduce its exposure to customer, credit, and supplier risks, ensuring financial stability and operational continuity.

Impairment of Long-lived Assets

In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets.

For the years ended December 31, 2024 and 2023, the Company recorded impairment losses of $2,088,274 and $911,467, respectively.

F-19

Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

OnDECEMBER February 26, 2021, Gladiator entered into a note agreement with Pink Holdings LLC. The Company received $25,000 at a 6% interest rate per annum, maturing on February 25, 2022. All principal and interest are due upon maturity. The issuer of the note has the option to convert any portion, or all of the outstanding interest or principal amount owed into fully paid and non-assessable shares of common stock of the Company at a stock price at the lower of 10% of the lowest trading day period ending on the conversion date per share. As of the year ended December 31, ~~2023~~2024 ~~and~~AND 2022, the Company accrued $2,765 and $1,265, respectively, in interest related to this note. Due to the variable nature of the conversion feature, this note was determined to contain a derivative liability. It was valued using the Black-Scholes pricing model with the following inputs: 46,275 shares, stock price of $6.00, exercise price of $0.60, 0.1 year term, and volatility of 40.88%.2023

AsProperty ~~of December 31, 2023, these notes have not been converted~~ and ~~are overdue.~~Equipment

11Property and equipment is stated at cost less accumulated depreciation. ~~Stockholders’~~ ~~Equity~~Depreciation is provided on the straight-line basis over the estimated useful lives of the assets.

~~Common~~Expenditures ~~Stock~~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.

aManagement reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. ~~Authorized~~

~~The~~There ~~Company~~were isno ~~authorized~~impairment tolosses ~~issue~~for ~~90,000,000~~the ~~shares~~years ofended ~~common~~December ~~stock~~31, ~~each~~2024 ~~with~~and a2023, ~~par value of $0~~respectively.~~001.~~

b.Derivative ~~Transactions during 2023~~Liabilities

OnThe ~~December 23, 2022, the~~ Company ~~received~~evaluates ~~$50,000~~financial asinstruments ~~consideration~~containing ~~for~~characteristics ~~50,000~~of ~~common~~both ~~shares~~liabilities toand anequity ~~officer.~~in ~~These~~accordance ~~shares~~with ~~were~~FASB ~~not~~ASC ~~issued until after year-end~~480, ~~resulting~~Distinguishing inLiabilities afrom ~~liability rather than equity transaction as of the year ended December 31~~Equity, ~~2022.~~and ~~During~~FASB ~~the~~ASC ~~year ended December 31~~815, ~~2023,~~Derivatives ~~these shares were issued~~ and ~~included in shareholders’ equity~~Hedging.

OnAccounting ~~April 20, 2023, the Company issued 10,000 shares of common stock~~ for ~~professional~~Derivative ~~services received, resulting in recognition of $63,150 in the share-based compensation expense account.~~Liabilities

cDerivative liabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as a gain or loss on derivative remeasurement (ASC 815-40-35-4). ~~Transactions~~The ~~during~~Company ~~2022~~uses a binomial pricing model to determine the fair value of these instruments.

OnConversion ~~February~~and ~~28,~~Extinguishment ~~2022, the Company issued 50,000 shares~~ of ~~common~~Derivative ~~stock at a price of $1 per share to an officer. The Company received $50,000 on consideration for the shares issued.~~Liabilities

OnWhen ~~May~~a ~~12,~~debt ~~2022,~~instrument ~~the~~with ~~Company~~an ~~issued~~embedded ~~100,000~~conversion ~~shares~~option of(e.g., ~~common~~convertible ~~stock~~debt ator awarrants) ~~price~~is ofconverted $1into ~~per~~shares ~~share.~~of ~~The~~common ~~Company~~stock ~~received~~or ~~a total of $100~~repaid,~~000~~ ~~from two separate investors as consideration for~~ the ~~shares issued.~~Company:

On· ~~September~~Records ~~23,~~the ~~2022,~~newly ~~The Company~~ issued ~~1,000,000~~ shares ~~of common stock~~ at afair ~~price~~value; of· $1Derecognizes ~~per~~all ~~share~~related asdebt, ~~part~~derivative ~~of a stock-exchange agreement~~liabilities, ~~resulting~~and inunamortized ~~the~~debt ~~acquisition~~discounts; ofand ~~United~~· ~~Security~~Recognizes ~~Specialists,~~a ~~Inc.~~gain ~~(see~~or ~~Note~~loss 4on –debt ~~USS Stock Exchange Agreement). 940~~extinguishment,~~000~~ ofif ~~those~~applicable ~~shares~~(ASC ~~were issued to an officer of USS~~470-50-40-2).

OnFor ~~October~~equity-based ~~11,~~derivative ~~2022~~liabilities (e.g., ~~the~~warrants) ~~Company~~that ~~issued~~are ~~100~~extinguished,~~000~~ ~~units~~any asremaining ~~part~~liability ofbalance ais ~~share~~reclassified ~~purchase agreement. Each unit includes 1 common restricted share and a warrant~~ to ~~purchase 10~~ additional ~~restricted~~paid-in ~~shares~~capital ~~for~~(ASC ~~a purchase price equal to $3~~815-40-35-9).~~50 per share.~~

On October 14, 2022, the Company issued 100,000 shares of common stock at a price of $1 per share to an officer. The Company received $100,000 in consideration of the shares issued.

On October 14, 2022, the Company issued 300,000 shares of common stock for consulting services received, resulting in recognition of $300,000 in the consulting expenses account.

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Table of Contents

~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~Preferred~~DECEMBER ~~Stock~~31, 2024 AND 2023

~~a. Authorized~~Reclassification ~~and~~of ~~voting~~Equity ~~rights~~Instruments to Liabilities

~~The~~Equity ~~Company~~instruments isinitially ~~authorized~~classified toas ~~issue~~equity ~~2,000,000~~may ~~shares~~be ofreclassified ~~its~~as ~~series~~liabilities Aif ~~preferred~~they ~~stock,~~no ~~each~~longer ~~with~~meet aequity ~~par~~classification ~~value~~criteria ofunder ~~$0.001.~~ASC ~~Each share of the series A preferred stock has the equivalent voting power of (30) thirty shares of the Company’s common stock~~815-40-25. ~~The~~In ~~series~~such Acases, ~~preferred~~they ~~stock~~are ~~does~~remeasured ~~not~~at ~~have~~fair ~~any~~value ~~liquidation~~on ~~or dividend rights or preferences. On July 20, 2021~~ the ~~Company~~date ~~converted~~of 1reclassification,~~600,000~~ ~~preferred~~with ~~shares~~changes ~~held~~recognized ~~by a related party,~~ in ~~exchange~~earnings ~~for 750,000 shares of the Company’s common stock~~ (~~the~~ASC ~~“July conversion”~~815-40-35-8). The series A preferred stock does not have any native convertible rights, preferences, or other conversion terms, and the Company had not previously signed an agreement setting conversion terms for the July conversion. Therefore, the July conversion met the requirements under ASC 260 to be considered a preferred stock extinguishment for the purposes of calculating the company’s earnings per share available to common shareholders. There were no transactions during the years ended December 31, 2023 and 2022.

~~Warrants~~Derivative Liability Balances

~~The~~As ~~following~~of ~~table~~December ~~summarizes~~31, 2024 and 2023, the Company’s ~~warrant~~derivative ~~activity:~~liabilities were $338,061 and $175,045, respectively.

	Number ofWarrants		Weighted AverageExercise Price
Outstanding, January 1, 2022		1,000,000	$	3.50
Granted		-		-
Exercised		-		-
Expired/Cancelled		-		-
Outstanding, December 31, 2022		1,000,000	$	3.50
Granted		-		-
Exercised		-		-
Expired/Cancelled		-		-
Outstanding, December 31, 2023		1,000,000	$	3.50
Exercisable, December 31, 2023		1,000,000	$	3.50
Exercisable, December 31, 2022		1,000,000	$	3.50

Original Issue Discounts and Other Debt Discounts

The Company accounts for original issue discounts (OID) and other debt discounts in accordance with FASB ASC 835-30, Interest—Imputation of Interest. These discounts are recorded as a reduction of the carrying amount of the related debt and are amortized to interest expense over the term of the debt using the effective interest method, unless the straight-line method is materially similar (ASC 835-30-35-2).

Original Issue Discounts (OID)

For certain notes issued, the Company may provide the debt holder with an original issue discount (OID), which is recorded as a debt discount, reducing the face value of the note. The discount is amortized to interest expense over the term of the debt in the Consolidated Statements of Operations.

Stock and Other Equity Issued with Debt

The Company may issue common stock or other equity instruments in connection with debt issuance. When stock is issued, it is recorded at fair value and treated as a debt discount, reducing the carrying amount of the note. These discounts are amortized to interest expense over the life of the debt (ASC 470-20-25-2).

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~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~12. Earnings~~DECEMBER ~~(Loss)~~31, ~~Per~~2024 ~~Share~~AND 2023

The ~~earnings~~combined ~~(loss)~~debt ~~per~~discounts, ~~share~~including ~~(“EPS”)~~OID isand ~~calculated~~stock-related bydiscounts, ~~dividing~~cannot ~~the~~exceed ~~net loss attributable to common shareholders less any preferred dividends by~~ the ~~weighted~~face ~~average~~amount ~~common~~of ~~shares outstanding during~~ the ~~period.~~debt ~~Diluted earnings~~ (~~loss)~~ASU ~~per share is computed by dividing net income (loss~~2020-06) ~~minus preferred dividends by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive)~~.

~~The~~Debt ~~following~~Issuance ~~table sets forth the computation of basic and diluted EPS:~~Costs

	Years ended December 31,
	2023			2022
Net (loss) income	$	(2,618,965	)	$	113,445
Less: Net (loss) income attributable to noncontrolling interests		(157,114	)		(91,449	)
Net (loss) income attributable to James Maritime shareholders		(2,461,851	)		204,894
Weighted average common shares outstanding- basic		9,046,047			7,842,865
Dilutive effect of convertible debentures and warrants		-			428,886
Weighted average common shares outstanding – diluted		9,046,047			8,271,751
Basic earnings (loss) per share	$	(0.27	)	$	0.03
Diluted earnings (loss) per share	$	(0.27	)	$	0.02

Debt issuance costs, including fees paid to lenders or third parties, are capitalized as a debt discount and amortized to interest expense over the life of the debt in accordance with ASC 835-30-45-1. These costs are presented as a direct deduction from the carrying amount of the debt liability rather than as a separate asset (ASC 835-30-45-3).

~~There~~Right ~~are approximately 64,783 number~~ of ~~shares~~Use ~~that~~Assets ~~are~~and ~~not~~Lease considered in the above calculation of 2023 diluted EPS as they would be anti-dilutive in nature. These shares are attributable to convertible notes issued in 2021. No other equity instruments exist that would be applied in the calculation of diluted earnings per share in the case they were dilutive in nature.Obligations

The Company accounts for right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, Leases. These amounts reflect the present value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1).

The Company classifies its leases as either operating or finance leases based on the criteria outlined in ASC 842-10-25-2. The Company’s leases primarily consist of operating leases, which are included as Right-of-Use Assets and Operating Lease Liabilities on the consolidated balance sheet.

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~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~13. Concentration~~DECEMBER of31, ~~Risk~~2024 AND 2023

~~The~~Short-Term ~~Company is potentially subject to concentration risk in its sales revenue and sources of inventory.~~Leases

The Company has ~~two~~elected ~~major~~the ~~customers~~short-term ~~that~~lease ~~accounted~~exemption ~~for~~allowed ~~approximately~~under ~~27%~~ASC ($842-20-25-2,~~359,000)~~ ~~and~~whereby ~~20%~~leases ~~($1,775,000)~~with ~~and~~a ~~29%~~term ~~($1,195,000)~~of ~~and~~12 ~~19%~~months ~~($773,239)~~or inless ~~sales~~are ~~revenue~~not inrecorded ~~2023~~on ~~and~~the ~~2022,~~balance ~~respectively~~sheet. ~~The~~Instead, ~~Company~~lease ~~plans~~payments toare ~~maintain~~expensed ~~these~~on ~~relationships~~a ~~with~~straight-line ~~customers~~basis ~~and~~over ~~leverage~~the ~~these~~lease ~~relationships in obtaining more clients in order to hedge their concentration risk~~term.

~~The~~Lease ~~Company~~Term ~~has two major suppliers that accounted for approximately 82% ($1,029,427)~~ and ~~12%~~Renewal ~~($151,497) of cost of inventory sold in 2022. For 2023, the Company’s major costs of revenue were salaries and payroll related to services rendered to customers.~~ Options

14In determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised, as required by ASC 842-10-30-1. ~~Income~~Factors ~~Taxes~~considered include:

~~There~~· ~~were~~The nouseful ~~income~~life ~~tax~~of ~~expenses~~leasehold ~~reflected~~improvements inrelative to the ~~results~~lease ofterm, ~~operations~~· ~~for~~The economic performance of the ~~years~~business ~~ended~~at ~~December~~the 31leased location, ~~2023~~· The comparative cost of renewal rates versus market rates, and ~~2022~~· The presence of any significant economic penalties for non-renewal (ASC 842-10-55-26).

	For the years ended December 31,
	2023			2022
Net income (loss) per book	$	(2,618,965	)	$	113,445
Federal statutory income tax rate		-			23,823
State income tax, net of federal benefit		-			(114,230	)
Employee Retention Credit		-			(621,560	)
Non-deductible amortization		433,021			164,848
Other		-			11,364
Valuation allowance		2,185,944			535,756
Income tax	$	-		$	-

If a renewal option is deemed reasonably certain to be exercised, the ROU asset and lease liability reflect those additional future lease payments. The Company's operating leases contain renewal options with no residual value guarantees. Currently, management does not expect to exercise any renewal options, which are therefore excluded in the measurement of lease obligations.

Discount Rate and Lease Liability Measurement

Since the implicit rate in the leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate it would incur to borrow on a collateralized basis over a similar term and currency environment (ASC 842-20-30-3).

Lease Impairment

In accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not be recoverable. No impairments of ROU assets were recognized for the years ended December 31, 2024, and 2023. See Note 9.

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~~JAMES~~SENTINEL ~~MARITIME~~ HOLDINGS, INC. AND SUBSIDIARIES

~~NOTES~~(f/k/a TOJAMES ~~THE~~MARITIME ~~CONSOLIDATED~~HOLDINGS, ~~FINANCIAL~~INC. ~~STATEMENTS~~AND SUBSIDIARIES)

~~FOR~~NOTES ~~THE~~TO ~~YEARS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~DECEMBER 31, 2023 AND 2022~~STATEMENTS

~~The~~DECEMBER ~~tax~~31, ~~effects~~2024 ofAND ~~temporary differences which give rise to deferred tax assets (liabilities) are summarized as follows:~~2023

	For the years ended December 31,
	2023			2022
Net operating loss carry forwards	$	1,381,803		$	846,059
Right of use assets		-			4,202
Fixed assets		(41,359	)		(17,785
Total deferred tax assets		1,340,444			832,476
Valuation allowance		(1,340,444	)		(832,476	)
Net deferred tax assets	$	-		$	-

Revenue Recognition

~~The~~Under ~~Company~~Accounting ~~had~~Standards ~~net~~Update ~~operating~~(“ASU”) ~~losses~~No. of2014-09 ~~approximately~~(Topic $6606) “Revenue from Contracts with Customers”,~~647,817~~ ~~for~~revenue ~~both~~from ~~federal~~contracts ~~and~~with ~~state~~customers ~~that~~is ~~were~~measured ~~generated~~based on the consideration specified in the ~~current~~contract ~~year~~with ~~which~~the docustomer, ~~not~~and ~~expire~~excludes ~~but~~any ~~are~~sales ~~subject~~incentives, todiscounts, anrebates, ~~80%~~and ~~utilization~~amounts ~~against~~collected ~~future~~on ~~taxable~~behalf ~~income~~of third parties.

InA ~~assessing~~performance ~~the~~obligation ~~realization~~is ofa ~~deferred~~promise ~~tax~~in ~~assets,~~a ~~management~~contract ~~considers~~to ~~whether~~transfer ita isdistinct ~~more~~good ~~likely~~or ~~than~~service ~~not~~to ~~that~~a ~~some~~customer ~~portion~~and oris ~~all of~~ the ~~deferred~~unit ~~tax~~of ~~assets~~account ~~will~~under beTopic ~~realized~~606. The ~~ultimate~~Company’s ~~realization~~contracts ofwith ~~deferred~~its ~~tax~~customers ~~assets~~do isnot ~~dependent~~include ~~upon~~multiple ~~the~~performance ~~generation~~obligations. ofThe ~~future~~Company ~~taxable~~recognizes ~~income~~revenue ~~during~~when ~~the~~a ~~periods~~performance inobligation ~~which~~is ~~those~~satisfied ~~temporary~~by ~~differences~~transferring ~~become~~control ~~deductible.~~over ~~Deferred~~a ~~tax~~product ~~assets~~or ~~consist~~service ~~primarily~~to ofa ~~the~~customer. ~~tax~~The ~~effect~~amount of ~~NOL~~revenue ~~carry-forwards.~~recognized ~~The~~reflects ~~Company~~the ~~has~~consideration ~~provided~~the aCompany ~~full~~expects ~~valuation~~to ~~allowance~~be onentitled ~~the~~to ~~deferred~~in ~~tax~~exchange ~~assets~~for ~~because~~such ofproducts ~~the~~or ~~uncertainty regarding its realizability~~services.

The ~~Company’s~~following ~~policy~~represents ~~is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in~~ the ~~statement~~analysis ofmanagement ~~operations.~~has Asconsidered ~~of December 31, 2023 and 2022, the Company had no unrecognized tax benefits. There were no changes~~ in ~~the~~determining ~~Company’s~~its ~~unrecognized~~revenue ~~tax~~recognition ~~benefits during the years ended December 31, 2023 and 2022. The Company did not recognize any interest or penalties during the 2023 and 2022 fiscal year related to unrecognized tax benefits.~~policy:

~~15.~~Identify ~~Subsequent~~the ~~Events~~contract with a customer

~~The~~A contract with a customer exists when (i) the Company ~~evaluated~~enters ~~subsequent~~into ~~events~~an ~~occurring~~enforceable ~~from~~contract ~~January~~with 1,a ~~2024~~customer ~~through~~that ~~June~~defines 3each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, ~~2024~~(ii) the contract has commercial substance and, (iii) the ~~date~~Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the ~~consolidated~~customer’s ~~financial~~historical ~~statements~~payment ~~were~~experience ~~available~~or, in the case of a new customer, published credit and financial information pertaining to bethe ~~issued~~customer.

Identify the performance obligations in the contract

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Table of Contents

SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Determine the transaction price

None of the Company’s contracts contain a significant financing component.

Allocate the transaction price to performance obligations in the contract

The Company’s contracts have a distinct single performance obligation and there are no contracts with variable consideration.

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Table of Contents

SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Recognize revenue when or as the Company satisfies a performance obligation

Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

USS

Gladiator

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Table of Contents

SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Disaggregation of Revenues

The following represents the Company’s disaggregation of revenues for the years ended December 31, 2024 and 2023:

	Years Ended December 31, 2024
	2024					2023
	Revenue		% of Revenues			Revenue		% of Revenues

Personal security services	$	4,605,338		100.00	%	$	8,386,607		95.08	%
Personal protective products		-		0.00	%		433,741		4.92	%
Total Sales	$	4,605,338		100.00	%	$	8,820,348		100.00	%

Cost of Goods Sold

Cost of sales is recognized in the same period as the related revenue in accordance with FASB ASC 705, Cost of Sales and Services. The Company regularly evaluates its cost structure to ensure efficient operational cost management.

Cost of sales primarily include automobile costs and wages/benefits paid to our employees.

Income Taxes

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Table of Contents

SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

The effect of a change in tax rates on deferred tax balances is recognized as income or expense in the period that includes the enactment date (ASC 740-10-45-4).

Uncertain Tax Positions

As of December 31, 2024 and 2023, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure in the financial statements (ASC 740-10-50-15).

Valuation of Deferred Tax Assets

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

The Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering both positive and negative evidence (ASC 740-10-30-16).

Factors Considered in Valuation Allowance Assessment

The Company evaluates multiple factors in determining whether a valuation allowance is necessary, including:

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

Valuation Allowance Determination

At December 31, 2024 and 2023, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting in a net carrying amount of $0. This determination was based on cumulative losses in recent years and the lack of sufficient positive evidence to support the realization of deferred tax assets in the near term (ASC 740-10-30-24).

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Advertising Costs

Advertising costs are expensed as incurred, in accordance with ASC 720-35, "Advertising Costs." These costs are recognized as operating expenses in the period in which they are incurred and are classified within general and administrative expenses in the statements of operations.

The Company does not capitalize direct-response advertising costs, as they do not meet the criteria for deferral under ASC 720-35-25-1.

The Company recognized $43,275 and $108,231 in marketing and advertising costs during the year ended December 31, 2024 and 2023, respectively.

Stock-Based Compensation

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

The Company determines the fair value of stock options using the Black-Scholes option pricing model, considering the following key assumptions:

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

Additionally, the Company follows the guidance under ASU 2016-09, which introduced amendments to simplify certain accounting aspects of share-based compensation, including:

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

Stock Warrants

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Accounting Treatment of Warrants

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

Basic and Diluted Earnings (Loss) per Share

Basic Earnings Per Share (EPS)

Basic EPS is calculated using the two-class method, as prescribed by ASC 260-10-45-60, and is computed as follows:

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

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Diluted Earnings Per Share (EPS)

Diluted EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required by ASC 260-10-45-45.

Diluted EPS is computed by taking the sum of:

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

	■	Stock options
	■	Warrants
	■	Convertible preferred stock
	■	Convertible debt

Net Loss Per Share Considerations

In computing net loss per share, unvested shares of common stock are excluded from the denominator, as required by ASC 260-10-45-48.

Participating Securities & Share-Based Compensation

Restricted stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively. Therefore:

	·	Before the requisite service is rendered for the right to retain the award, these instruments meet the definition of a participating security under ASC 260-10-45-59.
	·	RSUs granted under an executive compensation plan, however, are not considered participating securities because the rights to dividend equivalents are forfeitable (ASC 718-10-25).

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

The following potentially dilutive equity securities outstanding as of December 31, 2024 and 2023 were as follows:

December 31,

2024

December 31,

2023

Warrants

2,270,000

1,000,000

Warrants included as commons stock equivalents represent those that are fully vested and exercisable.

Based on the potential common stock equivalents noted above at December 31, 2024, the Company has sufficient authorized shares of common stock (90,000,000) to settle any potential exercises of common stock equivalents.

Subscription and Shareholder Receivables

The Company records stock issuances at the effective date. If the amounts are not funded upon issuance, the Company records a subscription receivable or shareholder receivable as an asset on the balance sheet. When subscription receivables or shareholder receivables are not received prior to the balance sheet date in satisfaction of the requirements under ASC 505, Equity, the subscription or shareholder receivable is reclassified as a contra account to stockholder’s equity (deficit) on the balance sheet.

Shareholder receivables represent amounts due from shareholders. If the shareholder does not fund the receivable prior to the balance sheet date, the Company records a receivable that is reclassified as a contra account to stockholder’s deficit on the balance sheet. At December 31, 2024, $100,000 was due from shareholders, this amount was received in July 2024.

Related Parties

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Related parties include, but are not limited to:

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

The Company discloses all material related party transactions, including:

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

During 2024, the Company determined that the balance of $7,400, which was due from a former member of Gladiator management, was uncollectible. The Company has recorded this as bad debt expense – related party, which is a component of general and administrative expenses in the accompanying consolidated statements of operations.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Recent Accounting Standards

ASU 2022-02 – Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures

In March 2022, the FASB issued ASU 2022-02, which:

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

The Company adopted ASU 2022-02 on January 1, 2023. The adoption did not have a material impact on the Company's consolidated financial statements.

ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by:

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

The Company adopted ASU 2023-07 on January 1, 2024. The adoption did not have a material impact on the Company's consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:

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

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

This ASU is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis. Early adoption is permitted.

The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements.

Other Accounting Standards Updates

Other Recent Updates

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no material effect on the consolidated results of operations, stockholders’ deficit, or cash flows.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Note 3 – Property and Equipment

Property and equipment consisted of the following:

	December 31, 2024			December 31, 2023			Estimated Useful Lives (Years)

Furniture and fixtures	$	37,271		$	16,062			7
Vehicles		171,901			195,321			5
		209,172			211,383
Accumulated depreciation		(104,172	)		(52,241	)
Total property and equipment - net	$	105,000		$	159,142

Depreciation and amortization expense for the year ended December 31, 2024 and 2023 was $37,065 and $52,241, respectively.

During the year ended December 31, 2024, the Company donated several vehicles to charitable organizations with a fair value of $17,077.

These amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations.

Note 4 – Intangible Assets

Intangible assets consisted of the following:

	December 31, 2024			December 31, 2023

Customer relationships	$	2,420,014		$	2,420,014
Supplier relationship		700,207			700,207
Employee expertise		1,719,807			1,719,807
Software development costs		99,609			99,609
		4,939,637			4,939,637
Less: accumulated depreciation		(2,851,363	)		(1,659,465	)
Less: impairment loss		(2,088,274	)		(1,191,898	)
Total property and equipment - net	$	-		$	2,088,274

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

During the years ended December 31, 2024 and 2023, the Company recognized an impairment loss of $2,088,274 and $911,467, respectively, on assets acquired as part of the prior business combination with Gladiator.

As of December 31, 2023, management had not anticipated the significant decline in Gladiator’s future sales and, as a result, recorded only a partial impairment.

In 2024, the loss of key customers led to a significant decline in sales relative to 2023, resulting in revenue projections that could not support the current valuation of the intangible assets. In accordance with ASC 360—“Impairment or Disposal of Long-Lived Assets”—which requires that an impairment loss be recognized when an asset’s carrying amount exceeds its estimated fair value, management determined that the intangible assets used by USS were no longer expected to generate future economic benefits. Consequently, a full impairment loss equal to the carrying amount of these assets was recorded, reducing their balance to $0.

Note 5 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at December 31, 2024 and December 31, 2023 were as follows:

	December 31, 2024		December 31, 2023
Accounts payable and accrued liabilities	$	827,025	$	1,105,695
Payroll tax liabilities		1,729,120		-
Accrued interest payable		972,510		564,213
Accounts payable and accrued liabilities	$	3,528,655	$	1,669,908

As of December 31, 2024, the Company has accrued payroll and related payroll tax liabilities totaling $2,030,627. This amount includes $1,729,780 of payments made that were remitted on a timely basis to the appropriate taxing authorities during fiscal 2024, but subsequently refunded in error during the current year.

In March 2025, the Company became aware of this error. In response, management has initiated a review of its payroll tax processes and is engaging external advisors to help address the non-compliance and communicate with the relevant tax authorities. The Company anticipates reaching an agreement on a repayment plan.

Because of this non-compliance, the Company may incur penalties and interest, which at this time, we are unable to estimate.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Note 6 – Debt

The following represents a summary of the Company’s debt (third party debt for notes payable and loan payables (including those owed on vehicles), including key terms, and outstanding balances at December 31, 2024 and December 31, 2023, respectively.

Notes Payable

The following table summarizes the outstanding notes payable amount owed by the Company as of December 31, 2024 and December 31, 2023:

		December 31, 2024		December 31, 2023
Kapitus	(a)	$	122,973	$	122,973
Henry Sierra	(b)		148,946		148,946
Padilla	(c)		-		58,256
Clearview	(d)		139,971		316,363
Total			411,890		646,538
Notes payable - current			411,890		536,251
Notes payable - long-term		$	-	$	110,287

(a)

On November 4, 2020 Gladiator received $69,800 from their supplier, Kapitus Servicing Inc. Gladiator agreed to pay back the note in weekly installments of $1,419, which includes interest, for a total term of 15 months from commencement. The interest paid over the maturity period totals $22,336 (45.6% per annum). The note has been fully paid off as of December 31, 2023.

(a)

On August 20, 2021, Gladiator received $25,500 from their supplier, Kapitus Servicing Inc. Gladiator agreed to pay back the note in weekly installments of $519, which includes interest, for a total term of 15 months from commencement. The interest paid over the maturity period totals $8,205 (46.5% per annum). The note has been fully paid off as of December 31, 2023.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

(a)

On September 15, 2022, Gladiator received additional funding of $150,000 from their supplier, Kapitus Servicing Inc. The Company agreed to pay back the note in weekly installments of $3,003, which includes interest, for a total term of 15 months from commencement. The interest paid over the maturity period totals $45,000 (24% per annum). For the year ended December 31, 2023, Gladiator paid $18,018 in interest expense related to this note. The Company accrued interest payable of $67,759 and $29,514, respectively, on this note as of December 31, 2024 and December 31, 2023.

(b)

On September 23, 2021, Mr. Sierra resigned from his position of employment with USS. As a result, USS agreed to repurchase 100 shares of common stock held by Mr. Sierra and in exchange, issued a promissory note with a repurchase amount of $637,500. The repurchase amount was reduced by $405,545 as a result of distributions to Mr. Sierra from the Company. The remaining value of $231,955 is to be repaid through the promissory note. This note bears no interest and monthly installment payments are payable over 4 years beginning November 15, 2021. The promissory note was discounted at 6% prior to acquisition, however, was recognized at fair value upon the acquisition of USS by Sentinel Holdings Ltd, for an adjusted fair value of $182,773. As of December 31, 2024 and December 31, 2023, the note had an outstanding principal of $148,946, respectively.

(c)

On October 6, 2023, USS entered into a promissory note agreement with Ashley Padilla for $100,000, which matures on April 5, 2024. An origination and guarantee fee of $30,000 are included in the principal which was charged and discounted against the note over the term. As of December 31, 2023, the note had an outstanding balance of $58,256. As of December 31, 2024, the loan was repaid in full.

(d)

On August 4, 2023, USS entered into a promissory note agreement with Clearview Funding Solutions for $400,000, which matured in February 2024. An origination and finance fee of $180,000 are included in the principal and discounted against the note over the term. As of December 31, 2023, the note had an outstanding balance of $316,363. The note was satisfied in full during the year ended December 31, 2024.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

(d)

(e)

Loans Payable

The following table summarizes the outstanding notes payable amount owed by the Company as of December 31, 2024 and 2023:

		December 31, 2024			December 31, 2023
Quattro Capital	(a)	$	250,000		$	250,000
Merchant cash advances	(b)		24,000			36,000
Vehicle loans	(c)		33,958			76,309
Bayview Funding	(d)		94,881			398,533
SBA Loan	(e)		67,800			67,800
Padilla	(f)		75,001			-
Total			545,640			828,642
Loans payable - current			(477,840	)		(760,842	)
Loans payable - long-term		$	67,800		$	67,800

(a)

On December 9, 2022, Gladiator entered into a collateralized loan of the Company’s inventory with Quattro Capital LLC, a third-party lender. The Company received $250,000, maturing 60 days after the effective date, or February 9, 2023. The Company is responsible for paying additional fees related to the escrow agent and brokers in the amounts of $6,000 and $6,500, which is included in the loan balance as a debt discount. The interest will accrue at a non-compounding rate of 25% of the total loan value upon maturity (or $62,500). Penalty interest of $1,200 will accrue daily after the maturity date until the full value of the loan is paid. As of the date these condensed consolidated financial statements are filed, the loan is in default, and the Company has included interest (including penalty interest) of $889,625 as of December 31, 2024.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

(b)

On September 16, 2022, Gladiator entered into a collateralized loan of the Company’s future receipts of receivables with Pinnacle Business Funding LLC (“PBF”). The Company received net amount of $145,500 (net of $$4,500 paid for ACH fees) in exchange for $202,500 receivables purchased by PBF. The Company agreed to pay $6,328 per week as funds are made available to be sent to PBF until paid off in its entirety. As of December 31, 2024 and December 31, 2023, $24,000 and $36,000 remains outstanding, respectively.

(b)

On November 18, 2021, USS entered into a collateralized loan of the Company’s future receipts of receivables with GHI Funding, LLC (“GHI”). The Company received a net amount of $180,000 (net of $20,000 paid for ACH fees) in exchange for $300,000 receivables purchased by GHI. The Company agreed to pay $2,600 every day for which funds are available to be sent to GHI until paid off in its entirety. This loan was satisfied in full during the year ended December 31, 2023.

(b)

On December 28, 2021, USS entered into a collateralized loan of the Company’s future receipts of receivables with Adar Funding, LLC (“AF”). The Company received a net amount $180,000 (net of $20,000 paid for ACH fees) in exchange for $300,000 receivables purchased by AF. The Company agreed to pay $5,000 every day for which funds are available to be sent to AF until paid off in its entirety. This loan was satisfied in full during the year ended December 31, 2023.

(c)

Upon acquisition of USS at September 23, 2022, the Company assumed the liabilities for eleven vehicle loans from USS which together had an outstanding total amount of $140,300. At December 31, 2024 and December 31, 2023, the total amount outstanding is $33,958 and $76,309, respectively, with 5 vehicle loans currently outstanding. The Company currently has loans for vehicles with interest rates between 0% and 12.6%, per annum. Monthly payments range from $392 to $1,075, with an aggregate monthly payment of $3,211. All loans have a term between 1 and 6 years.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

(d)

On April 13, 2023, USS entered into an accounts receivable factoring agreement (the “Factoring Agreement”) with Bay View Funding (the “Purchaser”). The Factoring Agreement allows the Company to access up to $1 million on maximum credit. The upfront purchase price for factored accounts is up to 90% of their face value, with the remainder payable to the Company upon collection by the Purchaser. The proceeds will be used to fund general working capital needs. The Company will pay fees, including a facility fee (0.50% of the maximum credit) and a factoring fee (0.85% of gross face value of purchased receivables for every fifteen-day period from the date the receivable is purchased until paid in full). The monthly minimum fee is 0.50% of the maximum credit. The Purchaser can require repurchase of uncollectable or ineligible accounts. In addition, a reserve is established based on the collections received on any account and maintained by the purchaser.

The Factoring Agreement has an initial term of 12 months and will be renewed annually, unless terminated in accordance with the Factoring Agreement. The Company may terminate the Factoring Agreement prior to the end of the initial term by providing a 60 days written notice. The Company can terminate the agreement at any time by providing a 60 days prior written notice and paying an early termination fee equal to 0.50% of the maximum credit amount.

As of December 31, 2024 and December 31, 2023, the principal balance was $94,881 and $398,533, respectively, and a reserve balance maintained by the for $8,171 as of December 31, 2024.

(e)

On March 3, 2021, the Company received a loan from the U.S. Small Business Administration (“SBA”) in the amount of $67,900 with an interest rate of 3.75% per annum. The loan is due and payable thirty (30) years from the date of the note. Interest accrued as of December 31, 2024 and December 31, 2023 is $9,920 and $7,204, respectively.

(f)

In April 2024, USS entered into a promissory note agreement with Ashley Padilla for $130,000, which matures on April 5, 2024. An origination and guarantee fee of $30,000 are included in the principal which was charged and discounted against the note over the term. As of December 31, 2024, the note had an outstanding balance of $75,001 and accrued interest of $13,250. The note balance including interest was paid in full in March 2025.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Convertible Notes

On February 8, 2021, Gladiator entered into a note agreement with Pink Holdings LLC. The Company received $10,000 at a 6% interest rate per annum, maturing on February 7, 2022. All principal and interest are due upon maturity. The issuer of the note has the option to convert any part, or all of the outstanding interest or principal amount owed into fully paid and non-assessable shares of common stock of the Company at 10% of the lowest trading price during the 5-trading day period ending on the conversion date per share. As of December 31, 2024 and December 31, 2023, the Company accrued $2,693 and $1,105, respectively, in interest related to this note. Due to the variable nature of the conversion feature, this note was determined to contain a derivative liability.

On February 26, 2021, Gladiator entered into a note agreement with Pink Holdings LLC. The Company received $25,000 at a 6% interest rate per annum, maturing on February 25, 2022. All principal and interest are due upon maturity. The issuer of the note has the option to convert any portion, or all of the outstanding interest or principal amount owed into fully paid and non-assessable shares of common stock of the Company at 10% of the lowest trading day period ending on the conversion date per share. As of December 31, 2024 and December 31, 2023, the Company accrued $7,805 and $2,765, respectively, in interest related to this note. Due to the variable nature of the conversion feature, this note was determined to contain a derivative liability.

As of December 31, 2024, these notes have not been converted and are in default.

Note 7 – Derivative Liabilities

The above convertible notes contained embedded conversion options with a conversion price that could result in issuing an indeterminate amount of future common stock to settle the host contract. Accordingly, the embedded conversion options are required to be bifurcated from the host instrument (convertible note) and treated as a liability, which is calculated at fair value, and marked to market at each reporting period.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

During the years ended December 31, 2024 and 2023, respectively, the Company used the Black-Scholes pricing model to estimate the fair value of its embedded conversion option liabilities on both the commitment date and the remeasurement date with the following inputs:

	December 31, 2024			December 31, 2023
Expected term (years)		1.00			1.00
Expected volatility		62	%		41	%
Expected dividends		0.00	%		0.00	%
Risk free interest rate		5.09	%		4.79	%

A reconciliation of the beginning and ending balances for the derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows at December 31, 2024 and December 31, 2023:

Derivative liabilities - December 31, 2022	$	331,399
Fair value mark to market adjustment		(156,354	)
Derivative liabilities - December 31, 2023		175,045
Fair value mark to market adjustment		163,016
Derivative liabilities - December 31, 2024	$	338,061

Changes in fair value of derivative liabilities are included in other income (expense) in the accompanying consolidated statements of operations.

During the years ended December 31, 2024 and 2023, the Company recorded a change in fair of derivative liabilities – (losses)/gains of $(163,016) and $156,354 respectively.

In connection with bifurcating embedded conversion options and accounting for certain convertible notes payable, the Company computes a fair value on the commitment date, and upon the initial valuation of this instrument, determines that if the fair value of the liability exceeds the proceeds of the convertible debt host instrument; as a result, the Company records a debt discount at the maximum amount allowed (the face amount of the debt), which requires the excess to be recorded as a derivative expense.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

For the years ended December 31, 2024 and 2023, the Company recorded a derivative expense of $0 and $0, respectively.

Note 8 – Fair Value of Financial Instruments

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made.

Liabilities measured at fair value on a recurring basis consisted of the following at December 31, 2024 and 2023:

	December 31, 2024
	Level 1		Level 2		Level 3		Total

Liabilities
Derivative liabilities	$	-	$	-	$	338,061	$	338,061
Total	$	-	$	-	$	338,061	$	338,061

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	175,045	$	175,045
Total	$	-	$	-	$	175,045	$	175,045

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Note 9 – Commitments and Contingencies

Operating Leases

The Company accounts for leases in accordance with ASC 842: Leases, which requires lessees to apply the right-of-use (ROU) model by recognizing a right-of-use asset and a lease liability for all leases with terms exceeding 12 months. Lease classification determines the pattern of expense recognition in the consolidated statement of operations:

	·	Operating leases: Recognized on a straight-line basis as lease expense over the lease term.
	·	Finance leases: Recognized with amortization of the ROU asset and interest expense on the lease liability.

Lessors classify leases as sales-type, direct financing, or operating leases based on whether they transfer risks, rewards, and control of the asset (ASC 842-10-25-2):

	·	If all risks, rewards, and control transfer, the lease is treated as a sale (sales-type lease).
	·	If risks and rewards transfer but control does not, the lease is classified as financing.
	·	If neither risks, rewards, nor control transfer, it is classified as an operating lease.

Lease Recognition and Measurement

The Company evaluates whether an arrangement contains a lease at inception and recognizes the lease in the financial statements upon lease commencement (the date the underlying asset is available for use). ROU assets represent the Company’s right to use an asset over the lease term, while lease liabilities reflect the present value of future lease payments.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

At lease commencement:

	·	ROU assets and lease liabilities are initially measured at the present value of lease payments.
	·	The Company primarily uses its incremental borrowing rate (IBR) to determine the present value of lease payments, except when an implicit rate is readily determinable (ASC 842-20-30-3).
	·	The IBR is based on market data, adjusted for credit risk and lease term.

Practical Expedients and Lease Components

The Company applies certain practical expedients to simplify lease accounting:

	·	Lease and non-lease components are combined for classification and measurement, except for direct sales-type leases and production equipment embedded in supply agreements (ASC 842-10-15-37).
	·	Short-term leases (12 months or less, without purchase or renewal options) are not recorded on the balance sheet (ASC 842-20-25-2).

Lease Term and Expense Recognition

	·	Lease liabilities include options to extend or terminate when reasonably certain of exercise (ASC 842-10-55-26).
	·	Operating lease expense is recognized on a straight-line basis over the lease term and reported under general and administrative expenses.
	·	Variable lease payments based on an index/rate are initially measured using the rate at lease commencement, with differences expensed as incurred (ASC 842-10-30-5).

Company Lease Commitments

As of December 31, 2024 and 2023, the Company had no finance leases under ASC 842.

The Company leases its headquarters office. During the year ended December 31, 2020, the Company entered into an office lease for its administrative operations, (the “Saratoga lease”). The Saratoga lease is for a 48.5-month term, with an original expiration date of July 31, 2024, and an initial monthly payment of $8,819. Straight-line rent per month was calculated at $9,522.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

As of March 31, 2023, the Company was in default for the Saratoga Lease due to non-payment. Subsequent to March 31, 2023, the Company terminated the Saratoga Lease and entered into a settlement agreement with the landlord.

On January 30, 2023, the Company entered a new lease for its headquarters office, (the “Suite 200 Lease”) for a 60-month lease with an expiration date of January 31, 2028 with an initial monthly payment of $7,943.

The tables below present information regarding the Company's operating lease assets and liabilities at December 31, 2024 and December 31, 2023, respectively:

	December 31, 2024			December 31, 2023
Assets

Operating lease - right-of-use asset - non-current	$	259,666		$	168,339

Liabilities

Operating lease liability	$	291,169		$	183,353

Weighted-average remaining lease term (years)		3.08			1.58

Weighted-average discount rate		8.00	%		8.00	%

The components of lease expense were as follows:

	December 31, 2024		December 31, 2023

Operating lease costs

Amortization of right-of-use operating lease asset	$	84,216	$	42,108
Lease liability expense in connection with obligation repayment		26,438	$	14,833
Total operating lease costs	$	110,654	$	56,941

Supplemental cash flow information related to operating leases was as follows:

Operating cash outflows from operating lease (obligation payment)	$	97,934	$	47,896
Right-of-use asset obtained in exchange for new operating lease liability	$	-	$	421,080

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Future minimum lease payments under non-cancellable leases for the years ended December 31, were as follows:

2025	$	103,661
2026		107,020
2027		110,228
2028		9,208
Total undiscounted cash flows		330,117
Less: amount representing interest		(38,948	)
Present value of operating lease liability		291,169
Less: current portion of operating lease liability		83,362
Long-term operating lease liability	$	207,807

Contingencies – Legal Matters

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, 2024 and 2023, respectively, the Company is not aware of any litigation, pending litigation, or other transactions that would require accrual or disclosure, except for the following:

Gladiator

Historically, the Gladiator brand has been an important part of the Company and an area of focus for future growth and development. Unfortunately, because the Company has been seeking damages from the prior management of Gladiator, the future of the brand has been uncertain. While the Company is confident that it will prevail in litigation, management remains hesitant to invest additional resources in developing the brand before the outcome of the litigation has been adjudicated. Accordingly, brand development efforts remain in a holding pattern, but management intends to reinvest and relaunch the brand once they have clarity about its future. We continue to believe that the strength of the brand is an asset to the Company based on the reputation and recognition that it commands in the market. The operations, while significantly pared back, are active but Gladiators future operations are uncertain.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Note 10 – Stockholders’ Deficit

At December 31, 2024 and December 31, 2023, respectively, the Company had three (3) classes of stock:

Preferred Stock

	-	10,000,000 shares authorized
	-	Par value - $0.001
	-	Voting – none
	-	Dividends - none
	-	Liquidation preference – none
	-	Rights of redemption - none
	-	Conversion rights - none

Preferred Stock – Series A

	-	2,000,000 shares designated
	-	400,000 issued and outstanding at December 31, 2024 and 2023, respectively.
	-	Par value - $0.001
	-	Voting – 30 votes per share
	-	Dividends - none
	-	Liquidation preference – none
	-	Rights of redemption - none
	-	Conversion rights - none

Preferred Stock – Series B

	-	1,000,000 shares authorized
	-	50,000 and 0 issued and outstanding at December 31, 2024 and 2023, respectively.
	-	Par value - $0.001
	-	Voting – 10 votes per share
	-	Dividends - none
	-	Liquidation preference – none
	-	Rights of redemption - none
	-	Conversion rights – 50:1 into common

Common Stock

	-	90,000,000 shares authorized
	-	9,371,429 and 9,064,129 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively
	-	Par value - $0.001
	-	Voting - 1 vote per share

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Equity Transactions for the Year Ended December 31, 2024

Stock and Warrants Issued for Cash

On December 9, 2024, the Company issued 50,000 shares of common stock at $1/share for gross proceeds of $50,000.

On November 4, 2024, the Company issued 250,000 units consisting of one share of common stock and a warrant to purchase two shares of stock. 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.

On October 30, 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 October 30, 2026.

On August 26, 2024, the Company issued 17,500 shares of common stock at $1/share for gross proceeds of $17,500.

On August 12, 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.

On July 26, 2024, the Company issued 125,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $125,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026.

On July 25, 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 gross proceeds of $100,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

On June 18, 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.

Stock Issued for Services – Related Party

The Company’s Class B, Preferred Stock is not traded in an observable public market and there were no other third-party cash offerings to establish a fair value for these preferred shares. However, in accordance with ASC 470 “Debt”, under its parity value (as-converted value), this represented the best evidence of fair value on the acquisition date as these preferred shares convert on a 50 for 1 basis (see above) into common stock.

On September 6, 2024, the Company issued 50,000 shares of Class B preferred stock, having a fair value of $2,500,000 ($1/share) as a consulting fee to its majority shareholder, based upon the most recent third-party cash offering price for common stock, which represents the best value of fair value.

The Company determined the valuation of this transaction as follows:

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

Stock Issuance and Related Cancellation – Gladiator Stock Purchase

Pursuant to the terms of the Gladiator Stock Purchase Agreement dated December 19, 2021, JMTM acquired 87% of the issued and outstanding stock for 866,667 JMTM common shares, with an “Earnout / Share Adjustment” clause offering additional shares for reaching certain revenue and earning benchmarks and a claw-back of the original shares for low performance. Accordingly, due to a lack of performance the Company caused 368,967 shares to be returned and cancelled during the 1^st quarter ended March 31, 2024. We recorded a debit to common stock and credit to additional paid-in capital at par value $0.001 for $498. The Company applied by analogy the guidance in ASC 505-30 – Treasury Stock under the par value method. The shares were not repurchased, rather in this transaction they were immediately cancelled pursuant to the terms of the agreement, and deemed to have been retired.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Warrants Issued for Services

On April 8, 2024, the Company issued 550,000, fully vested two-year (2) warrants for services rendered, having a fair value of $1,138,500. These warrants had an exercise price of $3.50/share.

Warrant Valuation Assumptions – 2024 Grants

The fair value of all warrants granted during the year ended December 31, 2024 were determined using a Black-Scholes option pricing model with the following inputs:

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

Equity Transactions for the Year Ended December 31, 2023

On December 23, 2022, the Company received $50,000 as consideration for the issuance of 50,000 common shares of common stock to an officer. These shares were not issued until after year-end, resulting in a liability rather than equity transaction as of the year ended December 31, 2022. During the year ended December 31, 2023, these shares were issued and included in the Company’s consolidated statement of stockholders’ deficit.

On April 20, 2023, the Company issued 10,000 shares of common stock for professional services received, having a fair value of $63,150 ($6.315/share) based upon the quoted closing trading price.

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Warrants

Warrant activity for the years ended December 31, 2024, and the year ended December 31, 2023 are summarized as follows:

					Weighted
					Average
			Weighted		Remaining		Aggregate
	Number of		Average		Contractual		Intrinsic
Warrants	Warrants		Exercise Price		Term (Years)		Value
Outstanding - December 31, 2022		1,000,000	$	3.50		2.57	$	-
Vested and Exercisable - December 31, 2022		1,000,000	$	3.50		2.57	$	-
Granted		-
Exercised		-
Cancelled/Forfeited		-
Outstanding - December 31, 2023		1,000,000	$	3.50		1.57	$	2,500,000
Vested and Exercisable - December 31, 2023		1,000,000	$	3.50		1.57	$	2,500,000
Granted		1,270,000	$	3.50
Exercised		-
Cancelled/Forfeited		-
Outstanding - December 31, 2024		2,270,000	$	3.50		1.34	$	3,382,300
Vested and Exercisable - December 31, 2024		2,270,000	$	3.50		1.34	$	3,382,300

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Note 11 – Income Taxes

The Components of the deferred tax assets and liabilities at December 31, 2024 and 2023 were approximately as follows:

	December 31, 2024			December 31, 2023
Deferred Tax Assets
Bad debt	$	12,000		$	-
Amortization of ROU lease		24,000			-
Amortization of debt discount		433,000			433,000
Share based payments		1,018,000			18,000
Impairment expense		584,000			-
Change in fair value of derivative liabilities		46,000			(44,000	)
Other		-			(304,000	)
Net operating loss carryforwards		2,537,000			2,186,000
Total deferred tax assets		4,654,000			2,289,000
Less: valuation allowance		(4,654,000	)		(2,289,000	)
Net deferred tax asset recorded	$	-		$	-

The components of the income tax benefit and related valuation allowance for the years ended December 31, 2024 and 2023 was approximately as follows:

	December 31, 2024			December 31, 2023
Current	$	-		$	-
Deferred		(2,356,000	)		(1,340,000	)
Total income tax provision (benefit)		(2,356,000	)		(1,340,000	)
Less: valuation allowance		2,356,000			1,340,000
	$	-		$	-

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SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

(f/k/a JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

A reconciliation of the provision for income taxes for the years ended December 31, 2024 and 2023 as compared to statutory rates was approximately as follows:

	December 31, 2024			December 31, 2023
Federal income tax benefit - 19.94%	$	(1,618,000	)	$	(1,340,000	)
State income tax - 8.84%		(747,000	)		-
Subtotal		(2,365,000	)		(1,340,000	)
Change in valuation allowance		2,365,000			1,340,000
Income tax benefit	$	-		$	-

Federal net operating loss carry forwards at December 31, 2024 and 2023 were approximately as follows:

December 31, 2024		December 31, 2023

$	9,071,000	$	6,648,000

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 carryforwards. 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, 2024.

As of December 31, 2024, the Company had federal net operating loss carryforwards. The federal net operating losses carry forward indefinitely and accordingly have been reserved.

During the year ended December 31, 2024, the valuation allowance increased by approximately $2,365,000. The total valuation allowance results from the Company’s estimate of its future recoverability of its net deferred tax assets.

The Company is in the process of analyzing their NOL and has not determined if the Company has had any change of control issues that could limit the future use of these NOL’s. As of December 31, 2024, all federal NOL carryforwards that were generated after 2017 may only be used to offset 80% of taxable income and are carried forward indefinitely.

The Company follows the provisions of ASC 740, which requires 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 that 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. At December 31, 2024 and 2023, respectively, there are no unrecognized tax benefits, and there were no accruals for interest related to unrecognized tax benefits or tax penalties.

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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:.

AsWe ofcarried ~~the~~out ~~end~~an ofevaluation, under the ~~period~~supervision ~~covered~~and ~~by this Form 10-K, management performed,~~ with the participation of our management, including our principal executive officer and principal financial officer, ~~an evaluation~~ of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a - 15(ec) and 15d - 15(e)). ofBased ~~the~~upon ~~Securities~~that evaluation, our chief executive officer and ~~Exchange~~chief ~~Act~~financial ofofficer ~~1934~~concluded that, as ~~amended~~of ~~(the~~December ~~“Exchange~~31, ~~Act”).~~2024, ~~Our~~our disclosure controls and procedures ~~are~~were ~~designed~~not effective, (1) to ensure that information required to be disclosed inby ~~the~~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 ~~forms,~~rules and ~~that~~forms ~~such~~and ~~information~~(2) isto ~~accumulated~~ensure ~~and~~that ~~communicated~~information required to ~~our~~be ~~management,~~disclosed ~~including~~by ~~our~~us ~~principal~~in ~~executive~~the ~~officer~~reports ~~and~~that ~~principal~~we ~~financial~~file ~~officer,~~or tosubmit ~~allow~~under ~~timely~~the ~~decisions~~Exchange ~~regarding~~Act ~~required~~is ~~disclosures.~~accumulated ~~Based~~and oncommunicated ~~the~~to ~~evaluation~~us, including our ~~principal~~Chief ~~executive~~Executive ~~officer~~ and ~~principal~~Chief ~~financial~~Financial ~~officer concluded that~~Officer, as ofappropriate ~~December~~to ~~31,~~allow ~~2023,~~timely ~~our~~decisions ~~disclosure~~regarding ~~controls~~required ~~and procedures were not effective~~disclosure.

~~Due~~The toterm ~~resource~~disclosure ~~constraints,~~controls ~~material~~and ~~weaknesses~~procedures ~~are~~mean ~~evident~~controls toand ~~management~~other ~~regarding~~procedures ~~our~~of ~~inability~~an toissuer ~~generate~~that ~~all~~are ~~the~~designed ~~necessary~~to ~~disclosure~~ensure ~~for~~that ~~inclusion~~information inrequired ~~our~~to ~~filings~~be ~~with~~disclosed by the ~~Securities~~issuer ~~and~~in ~~Exchanges~~the ~~Commission,~~reports ~~which~~that isit ~~due~~files toor ~~the~~submits ~~lack~~under ofthe ~~resources~~Exchange ~~and~~Act ~~segregation~~(15 ~~of duties~~U.S.C. We78a ~~lack~~,et ~~sufficient~~seq.) ~~personnel~~is ~~with~~recorded, ~~the~~processed, ~~appropriate~~summarized ~~level~~and ~~of knowledge~~reported, ~~experience~~within ~~and~~the ~~training~~time inperiods ~~GAAP~~specified toin ~~meet~~ the ~~demands~~Commission's ~~for~~rules aand ~~public~~forms. ~~company,~~Disclosure ~~including~~controls ~~the accounting skills~~ and ~~understanding~~procedures ~~necessary~~include, towithout ~~fulfill~~limitation, ~~the~~controls ~~requirements~~and ofprocedures ~~GAAP-based~~designed ~~reporting.~~to ~~This~~ensure ~~weakness~~that ~~causes~~information usrequired to ~~not~~be ~~fully~~disclosed ~~identify~~by ~~and~~an ~~resolve~~issuer ~~accounting~~in ~~and~~the ~~disclosure~~reports ~~issues~~ that ~~could~~it ~~lead~~files toor asubmits ~~failure~~under tothe ~~perform~~Exchange ~~timely~~Act ~~internal~~is ~~control~~accumulated and ~~reviews.~~communicated Into ~~addition,~~ the ~~Company~~issuer's ~~has not established an audit committee~~management, ~~does~~including ~~not~~its ~~have~~principal ~~any~~executive ~~independent~~and ~~outside~~principal ~~directors~~financial onofficers, ~~the~~or ~~Company’s~~persons ~~Board~~performing ofsimilar ~~Directors~~functions, ~~and~~as ~~lacks~~appropriate ~~documentation~~to ofallow ~~its~~timely ~~internal~~decisions ~~control~~regarding ~~processes~~required disclosure.

~~Management’s Report on Internal Control Over Financial Reporting:~~ Our management, isincluding ~~responsible~~our ~~for establishing~~Chief ~~and~~Executive ~~maintaining~~Officer ~~adequate~~and ~~internal~~Chief ~~control~~Financial ~~over~~Officer, ~~financial~~does ~~reporting~~not asexpect ~~defined~~that inour ~~Rules~~disclosure ~~13a-15(f)~~controls and ~~15d-15(f)~~procedures ~~under~~or ~~the~~our ~~Exchange Act. Our~~ internal ~~control~~controls over financial reporting iswill ~~designed~~prevent toall ~~provide~~error ~~reasonable~~and ~~assurance~~all ~~regarding~~fraud. ~~the~~A ~~reliability~~control ofsystem, ~~financial~~no ~~reporting~~matter ~~and~~how ~~the~~well ~~preparation~~conceived ofand ~~financial~~operated, ~~statements~~can ~~for~~provide ~~external~~only ~~purposes~~reasonable, innot ~~accordance~~absolute, ~~with~~assurance ~~generally~~that ~~accepted~~the ~~accounting~~objectives ~~principles.~~of ~~The~~the ~~key~~control ~~internal~~system ~~controls~~are ~~for~~met. Further, the ~~Company~~design ~~are~~of ~~provided~~a bycontrol ~~executive~~system ~~management’s~~must ~~review~~reflect ~~and~~the ~~approval~~fact ofthat ~~all~~there ~~transactions.~~are ~~Our~~resource ~~internal~~constraints, ~~control~~and ~~over~~the ~~financial~~benefits ~~reporting~~of ~~also~~controls ~~includes~~must ~~those~~be ~~policies~~considered ~~and~~relative ~~procedures~~to ~~that:~~their costs.

~~(1)~~Because ~~pertain~~we toare ~~the~~a ~~maintenance~~small ofcompany ~~records~~with ~~that~~a inlimited ~~reasonable~~number ~~detail~~of ~~accurately~~employees, ~~and~~there ~~fairly~~is ~~reflect~~an ~~the~~inherent ~~transactions~~issue ~~and~~of ~~dispositions~~segregation of duties as experienced by all small companies. Our outside financial consultants assist us with our ~~assets;~~bookkeeping and regulatory reporting requirements, though we supervise all outside consultants work.

~~(2)~~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 ~~reasonable~~absolute assurance that ~~transactions~~all ~~are~~control ~~recorded~~issues asand ~~necessary~~instances toof ~~permit~~fraud, ~~preparation~~if ofany, ~~financial~~within ~~statements~~the inregistrant ~~accordance~~have ~~with~~been Udetected.S. ~~GAAP~~Also, ~~and~~projections ~~that~~of ~~our~~any ~~receipts~~evaluation ~~and~~of ~~expenditures~~effectiveness to future periods are ~~being~~subject ~~made~~to ~~only~~the risk that controls may become inadequate because of changes in ~~accordance~~conditions, ~~with~~or that the ~~authorization~~degree of ~~our~~compliance ~~management;~~with ~~and~~the policies or procedures may deteriorate.

~~(3)~~Management's ~~provide~~Annual ~~reasonable~~Report ~~assurance~~on ~~regarding~~Internal ~~prevention~~Control orover ~~timely~~Financial ~~detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements~~Reporting.

~~Because~~Our ofmanagement ~~its~~is ~~inherent~~responsible ~~limitations,~~for establishing and maintaining adequate internal control over financial reporting ~~may~~as ~~not~~defined ~~prevent~~in orRule ~~detect~~13a-15(f) ~~misstatements.~~under ~~Also,~~the ~~projections~~Exchange ofAct. ~~any~~Our ~~evaluation~~internal ofcontrol ~~effectiveness~~over tofinancial ~~future~~reporting ~~periods~~is ~~are~~a ~~subject~~process designed to provide reasonable assurance regarding the ~~risk~~reliability ~~that~~of ~~controls~~financial ~~may~~reporting ~~become~~and ~~inadequate~~the ~~because~~preparation of ~~changes~~financial instatements ~~conditions,~~for orexternal ~~that~~purposes ~~the~~in ~~degree~~accordance ofwith ~~compliance~~accounting ~~with~~principles ~~the~~generally ~~policies~~accepted orin ~~procedures~~the ~~may~~United ~~deteriorate~~States.

~~Management~~The ~~assessed~~term ~~the~~internal ~~effectiveness~~control ofover ~~the~~financial ~~Company’s~~reporting ~~internal~~is ~~controls~~defined ~~and~~as ~~procedures~~a ~~over~~process ~~financial~~designed ~~reporting~~by, asor ofunder ~~December~~the 31supervision of, ~~2023.~~the Inissuer's ~~making~~principal ~~this~~executive ~~assessment~~and principal financial officers, ~~management~~or ~~used~~persons ~~the~~performing ~~criteria~~similar ~~set~~functions, ~~forth~~and effected by the ~~Committee~~issuer's board of ~~Sponsoring~~directors, ~~Organizations~~management ofand ~~the~~other ~~Treadway~~personnel, ~~Commission~~to inprovide ~~Internal~~reasonable ~~Control-Integrated~~assurance ~~Framework.~~regarding ~~Management’s~~the ~~assessment~~reliability ~~included~~of anfinancial ~~evaluation~~reporting ofand the ~~design~~preparation of ~~our~~financial ~~internal~~statements ~~control~~for ~~over~~external ~~financial~~purposes ~~reporting~~in ~~and~~accordance ~~testing~~with ofgenerally ~~the~~accepted ~~operational~~accounting ~~effectiveness~~principles ofand ~~these~~includes ~~controls.~~those policies and procedures that:

~~Based~~· onPertain ~~this~~to ~~assessment,~~the wemaintenance ~~have~~of ~~identified~~records ~~material~~that, ~~weaknesses~~ in ~~our~~reasonable ~~internal controls~~detail, ~~weaknesses~~accurately ~~in our compliance with US GAAP~~ and ~~weaknesses~~fairly inreflect ~~our~~the ~~risk~~transactions ~~assessment~~ and ~~monitoring. The~~dispositions ~~Company lacks sufficient personnel with the appropriate level~~ of ~~knowledge,~~our ~~experience~~assets; ~~and~~· ~~training~~Provide inreasonable ~~GAAP~~assurance tothat ~~meet~~transactions ~~the~~are ~~demands~~recorded ~~for~~as ~~a public company, including the accounting skills and understanding~~ necessary to ~~fulfill~~permit ~~the~~preparation ~~requirements~~ of ~~GAAP-based~~financial ~~reporting.~~statements ~~This~~in ~~weakness~~accordance ~~causes~~with usgenerally toaccepted ~~not~~accounting ~~fully~~principles, ~~identify~~ and ~~resolve accounting and disclosure issues~~ that ~~could~~receipts ~~lead to a failure to perform timely internal control~~ and ~~reviews.~~expenditures Inof ~~addition,~~ the ~~Company~~issuer ~~has~~are ~~not~~being ~~established~~made anonly ~~audit~~in ~~committee,~~accordance ~~does~~with ~~not~~authorizations ~~have~~of ~~any~~management ~~independent~~and ~~outside~~ directors onof the ~~Company’s~~issuer; ~~Board of Directors,~~ and ~~lacks~~· ~~documentation~~Provide ofreasonable ~~its~~assurance ~~internal~~regarding ~~control~~prevention ~~processes,~~or ~~management~~timely ~~has~~detection ~~concluded that as~~ of ~~December~~unauthorized 31acquisition, ~~2023,~~use ~~our~~or ~~internal~~disposition ~~control~~of ~~over financial reporting~~the ~~was~~issuer's ~~ineffective~~assets tothat ~~provide~~could ~~reasonable~~have ~~assurance~~a ~~regarding~~material ~~the~~effect ~~reliability~~on ~~of financial reporting and~~ the ~~preparation of~~ financial statements ~~for external purposes in accordance with U~~.~~S. generally accepted accounting principles.~~

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~~Attestation~~Our ~~Report~~management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our management used the ~~Independent~~criteria ~~Public~~set ~~Accounting~~forth ~~Firm~~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, 2024.

~~This~~Material ~~annual~~weakness report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to applicable rules of the SEC that permit the Company to provide only management’s report in this annual report.identified:

~~Changes~~· The Company recognizes that due to its limited number of personnel, there are inherent challenges in ~~Internal~~achieving ~~Control~~complete ~~over~~segregation ~~Financial~~of ~~Reporting~~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 certain journal entries, which were subsequently brought to management’s attention by the external auditor. All proposed adjustments were recorded. Management is reviewing its processes to strengthen controls and ensure greater accuracy moving forward. · 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..

~~There~~Plan ~~were~~for noRemediation ~~changes~~of inMaterial the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.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 year-end 2024 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 or during the quarter ended December 31, 2024, 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.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Officers and Directors

The following table contains information as of December 31, ~~2023~~2024 as to each Officer and Director of the Company:

Name	Age	Position
Kip Eardley	65	Principal Executive Officer, President and Director
Ray Sheets	59	Principal Financial Officer, Secretary, Treasurer
Brett Bertolami	5556	Director
Dean Polizzotto	56	Director

Kip Eardley, President, 6465, Chairman of the Board

Mr. Eardley is the CEO and president of Capital Advisors, LLC, which has specialized in corporate finance and restructuring and as a business development consultant since 1989. He has more than 30 years of experience implementing his management and business development skills to facilitate business growth internally and through acquisitions as an owner, principle, or advisor of more than 75 private and publicly traded companies. Capital Advisors has had a primary focus of assisting companies with business development and corporate finance for private and public corporations. Since 2011 Mr. Eardley has directed his interests and efforts into the corporate security, real estate development and the energy spaces. Mr. Eardley currently serves as the Principal Executive Officer, President and Director of ~~James~~Sentinel ~~Maritime~~ Holdings, ~~Inc~~Ltd..

Raymond Sheets, 5859, CFO, Secretary and Treasurer

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 Principal Financial Officer, CFO, Secretary, Treasurer of ~~James~~Sentinel ~~Maritime~~ Holdings, ~~Inc~~Ltd

Dean A. Polizzotto, 5556, Director

Mr. Polizzotto is the Director of international procurement J.P. Instruments for facilities in California, Hong Kong and Shanghai, leading a team of 16 employees to organize and source manufacturers for electronic hardware, injection molded parts, and machined aircraft parts, and act as the liaison between manufacturers overseas in China, Taiwan, Hong Kong, Korea and Singapore, and J.P. Instruments. Mr. Polizzotto has a broad familiarity with a 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, Chinese bankruptcy law, current trends in international finance, Chinese trade law, the WTO framework and China’s reform as part of its WTO commitments and completed Juris Doctorate from the Chapman University College of Law. Dean Polizzotto currently serves as a Director of ~~James~~Sentinel ~~Maritime~~ Holdings, ~~Inc.~~Ltd

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Brett Bertolami, 5456, 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. For the past 10 years Mr. Bertolami has served as an advisor to, and director of, various private and public corporations and funded and managed the construction of residential projects. Brett is also an active investor in the stock market and emerging growth companies. Mr. Bertolami currently serves as a Director of ~~James~~Sentinel ~~Maritime~~ Holdings, ~~Inc~~Ltd.

Appointment of Officers; Family Relationships

~~None~~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 currently consists of three members: Messrs. Eardley, 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.

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 this offering, a copy of the code will be made available on the investor relations section of our website, which is located at 9160 South 300 West #101, Sandy, Utah, 84070. 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 or in a current report on Form 8-K.

Board Diversity

Upon formation of our nominating and corporate governance committee 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 individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, 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;

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	·	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

Our non-employee director, Brett Bertolami received an annual cash retainer of $10,000.

Our non-employee directors will continue to receive an annual cash retainer of $10,000. In addition, we will 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.

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.

After completion of this offering, we will be engaging 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.

Corporate Governance by Board - Meetings, Committees and Audit Committee Financial Expert

In general, Boards of Directors have responsibility for risk management responsibilities and establishing broad corporate policies and reviewing overall performance rather than day-to-day operations. Also, a primary responsibility of a Board is to oversee the management of the Company and, in doing so, serve the best interests of the Company and its stockholders. Boards select, evaluate and provide for the succession of executive officers and, subject to stockholder election, directors. Boards review and approve corporate objectives and strategies and evaluate significant policies and proposed major commitments of corporate resources. Boards of Directors also participate in decisions that have a potential major economic impact on the Company. Management keeps directors informed of company activity through regular communication, including written reports and presentations at Board and committee meetings.

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Director Nominations

As of December 31, 2023, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. We have not established formal procedures by which security holders may recommend nominees to the Company’s board of directors.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. A copy of our code of ethics may be obtained free of charge by contacting us at the address or telephone number listed on the cover page hereof.

Section 16 Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and significant stockholders (defined by statute as stockholders beneficially owning more than 10% of our common stock) to file with the SEC initial reports of beneficial ownership, and reports of changes in beneficial ownership, of our common stock. Directors, executive officers and significant stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of Forms 3, 4 and 5 (and amendments thereto) filed with the SEC and submitted to us, and on written representations by certain directors and executive officers received by us, we believe that all of our executive officers, directors and significant stockholders complied with all applicable filing requirements under Section 16(a) during the year ended December 31, 2023.

Item 11. Executive Compensation.

This section discusses the material components of the executive compensation program for our current executive officers, Kip Eardley, our President, CEO, and Ray Sheets, our Chief Financial Officer, Secretary and Treasurer. We refer to these individuals as our “named executive officers.”

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Compensation Philosophy

Following the closing of this offering, we expect that our compensation program for our executive officers will consist of the following components:

	·	base salary;

	·	cash bonuses; and

	·	equity-based incentive awards.

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 Bonus Plan

To date, there is no formal cash bonus plan for any of our named executive officers.

Summary Compensation Table

The following table shows for the fiscal years ended December 31, ~~2023~~2024, and December 31, ~~2022~~2023, compensation awarded to or paid to, or earned by, our President, Chief Executive Officer and Chief Financial Officer (the “Named Executive Officers”).

Name and Principal Position	Year	Salary ($)		Bonus ($)		StockAwards ($)		All Other Compensation ($)		Total ($)
Kip Eardley	~~2022~~2023	$	-	$	-	$	***	$	~~28,000~~-	$	~~28,000~~-
(President)	2023	$	-	$	-	$	***	$	-	$	-
(President, CEO)	2024	$	113,926	$	-	$	-	$	-	$	113,926
Ray Sheets	~~2022~~2023	$	-80,000	$	-	$	***	$	~~10,000~~-	$	1080,000
(Treasurer, Secretary)	2023	$	80,000	$	-	$	***	$	-	$	80,000
(CFO, Treasurer, Secretary)	2024	$	-	$	-	$	***	$	-	$	-

Narrative Disclosure to Summary Compensation

Kip Eardley - Effective July 2021, the Company issued common shares to Kip Eardley, the Company’s President and Director for services rendered through the 2023 calendar year. Mr. Eardley has entered into an Employment, Confidential Information, Invention Assignment and Arbitration Agreement with the Company, a form copy of which is attached hereto as Exhibit 10.2.

Ray Sheets - Effective July 2021, the Company issued common shares to Ray Sheets as the Company’s Secretary, Treasurer and CFO. In June of 2023 Mr. Sheets entered into an employment agreement with the Company’s wholly owned subsidiary as its CFO on a full-time basis by the Company’s main operating subsidiary, United Security Services. Mr. Sheets has also entered into an Employment, Confidential Information, Invention Assignment and Arbitration Agreement with the Company, a form copy of which is attached hereto as Exhibit 10.2.

Executive Employment

On April 25, 2024, we memorialized our at-will employment agreements with each of Messrs. Eardley and Sheets.

The employment agreements currently do not provide for a minimum annual base salary for Mr. Eardley or for Mr. Sheets. The employment agreements do not provide for any target bonuses for Mr. Eardley or for Mr. Sheets. The employment agreements do not require us to compensate the executives or provide them with benefits if their employment is terminated.

Messrs. Eardley and Sheets or the Company may terminate their employment agreement for any reason, with or without notice at any time.

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Equity Awards

***On July 20, 2021, as compensation for services performed, the Company issued 250,000 shares of common stock equivalent to $125,000 to Kip Eardley the Company’s President and Director. These shares were fully earned and paid to Mr. Eardley in 2021, however this equity award was intended to cover all of Mr. Eardley’s services to the Company through the year 2023.

***On July 20, 2021, as compensation for services performed, the Company issued 250,000 shares of common stock equivalent to $125,000 to Ray Sheets the Company’s Treasurer, Secretary and Director. These shares were fully earned and paid to Mr. Sheetz in 2021, however this equity award was intended to cover all of Mr. Sheet’s services to the Company through the year 2023.

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Compensation of Directors

Name and Principal Position	Year	Salary ($)		Bonus ($)		~~StockAwards ($)~~	StockAwards ($)	All OtherCompensation ($)	~~All Other Compensation ($)~~		Total ($)	~~Total ($)~~
Kip Eardley	~~2022~~2023	$	-	$	-	$	***	$	$-	~~28,000~~	$	$-	~~28,000~~
(Director)	~~2023~~2024	$	-113,926	$	-	$	***	$	$-	-	$	$113,926	-
Ray Sheets	~~2022~~2023	$	-80,000	$	-	$	***	$	$-	~~10,000~~	$	$80,000	~~10,000~~
(Director)	~~2023~~2024	$	8064,~~000~~231	$	-	$	***	$	$-	-	$	$64,231	~~80,000~~
Dean Polizzotto	~~2022~~2023	$	-	$	-	$	***	$	$-	-	$	$-	-
(Director)	~~2023~~2024	$	-	$	-	$	***	$	$-	-	$	$-	-
Brett Bertolami	~~2022~~2023	$	-	$	-	$	***	$	$-	-	$	$-	-
(Director)	~~2023~~2024	$	-10,000	$	-	$	***	$	$-	-	$	$10,000	-

Narrative Disclosure to Summary Compensation

***Kip Eardley - Effective July 2021, the Company issued 250,000 common shares as compensation for services to Kip Eardley, the Company’s President and Director. The term of the employment agreement runs through December ~~2023~~2024. These shares were fully earned and paid to Mr. Eardley in 2021, however this equity award was intended to cover all of Mr. Eardley’s services to the Company through the year 2023. Mr. Eardley has entered into an Employment, Confidential Information, Invention Assignment and Arbitration Agreement with the Company, a form copy of which is attached hereto as Exhibit 10.2.

***Ray Sheets - Effective July 2021, the Company issued 250,000 common shares of the Company to Ray Sheets, the Company’s Treasurer, Secretary and CFO. The term of the employment agreement runs through December ~~2023~~2024. These shares were fully earned and paid to Mr. Sheetz in 2021, however this equity award was intended to cover all of Mr. Sheet’s services to the Company through the year ~~2023~~2024. In June of 2023 Mr. Sheets entered into an employment agreement with the Company’s wholly owned subsidiary as its CFO on a full-time basis by the Company’s main operating subsidiary, United Security Services. Mr. Sheets has also entered into an Employment, Confidential Information, Invention Assignment and Arbitration Agreement with the Company, a form copy of which is attached hereto as Exhibit 10.2.

***Dean Polizzotto - Effective July, the Company issued 250,000 common shares of the Company to Dean Polizzotto, the Company’s Director. The term of the employment agreement runs through December ~~2023~~2024. These shares were fully earned and paid to Mr. Polizzotto in 2021, however this equity award was intended to cover all of Mr. Polizzotto’s services to the Company through the year ~~2023~~2024. Mr. Polizzotto has entered into an Employment, Confidential Information, Invention Assignment and Arbitration Agreement with the Company, a form copy of which is attached hereto as Exhibit 10.2.

***Brett Bertolami - Effective July 2021, the Company issued 250,000 common shares of the Company to Bret Bertolami, the Company’s Director. The term of the employment agreement runs through December ~~2023~~2024. These shares were fully earned and paid to Mr. Bertolami in 2021, however this equity award was intended to cover all of Mr. Bertolami’s services to the Company through the year ~~2023~~2024. Mr. Bertolami has entered into an Employment, Confidential Information, Invention Assignment and Arbitration Agreement with the Company, a form copy of which is attached hereto as Exhibit 10.2.

Equity Awards

***On July 20, 2021, as compensation for services, the Company issued 250,000 shares of common stock equivalent to $125,000 to Kip Eardley the Company’s President and Director. These shares were fully earned and paid to Mr. Eardley in 2021, however this equity award was intended to cover all of Mr. Eardley’s services to the Company through the year 2023.

***On July 20, 2021, as compensation for services performed, the Company issued 250,000 shares of common stock equivalent to $125,000 to Brett Bertolami the Company’s Director. These shares were fully earned and paid to Mr. Bertolami in 2021, however this equity award was intended to cover all of Mr. Bertolami’s services to the Company through the year ~~2023~~2024.

***On December 27, 2021, as compensation for services performed, the Company issued 250,000 shares of common stock equivalent to $125,000 to Dean Polizzotto the Company’s Director. These shares were fully earned and paid to Mr. Polizzotto in 2021, however this equity award was intended to cover all of Mr. Polizzotto’s services to the Company through the year ~~2023~~2024.

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Indemnification of Directors and Officers

We are a Nevada corporation governed by the Nevada Revised Statutes, or NRS.

Section 78.138 of the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law.

Section 78.7502 of the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding, if the officer or director (i) is not liable pursuant to Section 78.138 of the NRS, or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.7502 of the NRS also precludes indemnification by the corporation if the officer or director has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses and requires a corporation to indemnify its officers and directors if they have been successful on the merits or otherwise in defense of any claim, issue, or matter resulting from their service as a director or officer.

Section 78.751 of the NRS permits a Nevada corporation to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit, or proceeding as they are incurred and in advance of a final disposition thereof, upon determination by the stockholders, the disinterested board members, or by independent legal counsel. Section 78.751 of the NRS provides that the articles of incorporation, the bylaws, or an agreement may require a corporation to advance expenses as incurred upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation if so provided in the corporation’s articles of incorporation, bylaws, or other agreement. Section 78.751 of the NRS further permits the corporation to grant its directors and officers additional rights of indemnification under its articles of incorporation, bylaws, or other agreement.

Section 78.752 of the NRS provides that a Nevada corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.

The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed sections of the NRS.

Our articles of incorporation provide that, except in some specified instances, our directors and officers shall not be personally liable to us or our stockholders for monetary damages for breach of their fiduciary duty as directors and officers, except liability for the following:

	·	acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or

	·	the payment of distributions in violation of NRS 78.300, as amended.

In addition, our articles of incorporation and bylaws provide that we must indemnify our directors and officers and may indemnify our employees and other agents to the fullest extent permitted by the NRS. Our bylaws also authorize us to purchase and maintain insurance on behalf of any of our directors or officers against any liability asserted against that person in that capacity, whether or not we would have the power to indemnify that person against such liability and expenses.

The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer, or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, ~~as of June 3, 2024, certain~~ information ~~with~~regarding ~~regard to the record and~~ beneficial ownership of ~~the~~our ~~Company’s~~voting ~~common~~securities ~~stock~~as ~~by (i) each person known to the Company to be the record or beneficial owner~~ of 5%December ~~or more of the Company’s common stock~~31, ~~(ii) each director of the Company~~2024, ~~(iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group~~by:

Name	Shares of Common Stock Beneficially Owned	Percent of Class	Total	Voting Percentage for all Classes (fully-diluted)(1)
Kip Eardley(2)	250,000	2.8%	250,000	1.2%
Dean Polizzotto(2)	250,000	2.8%	250,000	1.2%
Raymond W Sheets(2)	250,000	2.8%	250,000	1.2%
Brett Bertolami(2)	250,000	2.8%	250,000	1.2%
Matthew C. Materazo	680,000	7.5%	680,000	3.2%
Mercey Falls and CN Corp(3)	500,000	5.5%	500,000	2.4%
Huntsman Holdings, Inc.(4)	500,000	5.5%	500,000	2.4%
Michelle Turpin	750,000	8.23%	750,000	3.6%
Kyle Madej	1,140,000	12.58%	1,140,000	5.4%
Three Rivers Consulting, LLC(5)	1,150,700	12.7%	1,150,700	5.5%
All Directors/Director nominees and executive officers as a group (4 persons)	1,000,000	11.03%	1,000,000	4.7%

	·	each person, or group of affiliated persons, known by us who will beneficially own 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 September 30, 2024. 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 June 30, 2024 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.

Percentage of common stock is based on 9,371,429 shares of our common stock issued and outstanding as of December 31, 2024.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Sentinel Holdings Ltd, 9160 South 300 West, #101 Sandy, UT 84070.

Name	Shares of Common Stock Beneficially Owned		Percent of Class			Total		Voting Percentage for all Classes (fully-diluted)(1)
Kip Eardley(2)		250,000		2.66	%		250,000		1.3	%

Dean Polizzotto(2)		250,000		2.66	%		250,000		1.3	%

Raymond W Sheets(2)		250,000		2.66	%		250,000		1.3	%

Brett Bertolami(2)		250,000		2.66	%		250,000		1.3	%

Mercey Falls and CN Corp(3)		500,000		5.33	%		500,000		2.6	%

Huntsman Holdings, Inc.(4)		500,000		5.33	%		500,000		2.6	%

Filing Compare · Sentinel Holdings Ltd.