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SNTL • CIK 0000889353
Overview Sentinel Holdings Ltd, a Nevada corporation (“Sentinel” or the “Company”), conducts its business through its wholly owned subsidiaries, Sentry Protective Services, Inc. (“Sentry”), United Security Specialists Inc. (“USS”), and its majority-owned subsidiary, Gladiator Solutions Inc. (“Gladiator”). Effective April 2, 2025, the Company changed its name to Sentinel Holdings Ltd. Through its subsidiaries, Sentry and USS, the Company provided professional security personnel and services during the years ended December 31, 2025 and 2024 while Gladiator’s operations, which previously focused on personal protective products, were limited due to ongoing litigation. All three subsidiaries are based in California. Effective February 28, 2026 and as further described in the Company’s financial statements, Note 21, Subsequent Events , the Company sold all of its equity interest in USS to a third party. Our Company History Sentinel was originally incorporated under the laws of the State of Delaware in 1992 as Out-Takes, Inc. The Company developed and managed franchised personal portrait locations until 1996 when it shifted its focus towards the acquisition and management of a waste gas electricity plant under the name James Maritime Holdings Inc. Neither of those ventures were successful and between 2007 and 2014 the Company undertook the process of divesting itself of assets, unwinding contracts, and reorganizing its business. In 2015 the Company was redomiciled from Delaware to Nevada, changed its name to Sentinel Holdings Ltd, and began to pursue a growth strategy through mergers and acquisitions in the private security and personal protective equipment industries, as well as in other business verticals that management deems to be of strategic importance. In 2021, the Company entered into a share exchange agreement with Gladiator Solutions, Inc. and certain shareholders of Gladiator, and the Company acquired a majority of the issued and outstanding capital stock of Gladiator in exchange for a new issuance of Company common stock. In 2022, the Company entered into a share exchange agreement with United Security Specialists, Inc. (“USS”) and the shareholders of USS, and the Company acquired all of the issued and outstanding capital stock of USS in exchange for a new issuance of Company common stock. Effective July 17, 2024, the Company effectuated a name change from James Maritime Holdings, Inc. to Sentinel Holdings Ltd. The name change was conducted in order to better reflect the current business activities of the Company and provide better transparency to the markets and its shareholders. The Company received approval from FINRA regarding this name change on April 5, 2025. Effective October 16, 2025 and through its newly formed Sentry subsidiary, the Company acquired the client contracts for professional security services and certain other assets of an entity located in California. Effective that same date, the Company combined the day-to-day activities of USS with Sentry for logistical and operational purposes. Effective February 28, 2026 and as further described in the Company’s financial statements, Note 21, Subsequent Events , the Company sold all of its equity interest in USS to a third party. The Company continues to aggressively pursue a growth by acquisition model and is currently identifying other potentially attractive M&A candidates in the private security and personal protective equipment industries, as well as in other business verticals that management deems to be of strategic importance. 4 Table of Contents Our Business and Recent Developments During the years ended December 31, 2025 and 2024, the Company’s primary business focused upon providing armed and unarmed security services through its Sentry and USS subsidiaries. They offer professional security personnel and services, including on-site protection, mobile patrol, and event security, enhanced by smartphone-based security applications. They operate primarily in California and serve a diverse clientele, including businesses, residential communities, and event organizers. The Company’s remaining subsidiary, Gladiator, previously focused on the production and sale of personal protective products, including body armor and ballistic plates. However, as of mid-2023, the Company ceased selling personal protective equipment under the Gladiator brand due to litigation wherein the Company is seeking damages from the prior Gladiator management.…