UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

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

COMMISSION FILE NUMBER 333-282424

SENTINEL HOLDINGS ~~LTDF/K/A JAMES MARITIME HOLDINGS, INC (Exact name of registrant as specified in its charter)~~LTD

(Exact name of registrant as specified in its charter)

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

~~1793~~44262 ~~Lafayette~~North Division Street, ~~2nd~~Lancaster, ~~Floor~~CA 93535

Santa Clara, CA 95050

(Address of principal executive offices) (Zip Code)

~~Registrant’s telephone number, including area code: (~~408) -750-0038

~~Not~~(Registrant’s ~~applicable~~telephone number, including area code)

Not Applicable

(Former name, address and fiscal year, if changed since last report)

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

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~N/A~~Not ~~N/A~~Applicable ~~N/A~~Not Applicable Not Applicable

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 and posted 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 and post such files). Yes ☒ No ☐

Yes ☒ No ☐

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:

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~ 19July 7, ~~2025~~2026, there were 9,~~506~~690,429 shares of our common stock, ~~par value $0.001 per share~~ outstanding, ~~400~~2,000,000 shares of our Series A preferred stock, ~~par value $0.001~~ outstanding, and 6575,000 shares of our Series B, preferred stock, ~~par value $0.001~~ outstanding.

SENTINEL HOLDINGS LTD

FORM 10-Q

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

TABLE OF CONTENTS

		PAGE
		Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		5137
Item 3. Quantitative and Qualitative Disclosure About Market Risk		6447
Item 4. Controls and Procedures		6447
PART II – OTHER INFORMATION
Item 1. Legal Proceedings		6750
Item 1A. Risk Factors		6852
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities		68
Item 2. Unregistered Sales pf Equity Securities and Use of Proceeds		52
Item 3. Defaults Upon Senior Securities		6855
Item 4. Mine Safety Disclosure		6855
Item 5. Other Information		6855
Item 6. Exhibits		7057
SIGNATURES		7158
EXHIBIT INDEX

Page 2 of 7158 Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

~~SENTINEL~~INDEX ~~HOLDINGS,~~TO ~~LLC~~THE ~~AND~~FINANCIAL ~~SUBSIDIARIES~~STATEMENTS OF

(F/K/A JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES)

		Page(s)
Condensed consolidated Balance Sheets		4
Condensed consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited)		5
Condensed consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2025 and 2024 (Unaudited)		6
Condensed consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)		7
Notes to Unaudited Condensed Consolidated Financial Statements		8

Page 3 of 71 Table of Contents

SENTINEL HOLDINGS LTD AND SUBSIDIARIES

F/K/A JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES

		Page

Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025		4

Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited)		5

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2026 and 2025 (Unaudited)		6

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)		7

Notes to Condensed Consolidated Financial Statements as of March 31. 2026 (Unaudited)		8

Page 3 of 58

Table of Contents

SENTINEL HOLDINGS LTD AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of			As of
	As Of			As Of
	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
	(Unaudited)
Assets
Current Assets
Cash	$	~~260~~344,~~443~~331		$	~~222~~197,~~202~~165
Accounts receivable (net)		~~326~~775,~~444~~287			~~224~~845,~~704~~550
Prepaid expenses and other		927,~~042~~828			~~8,171~~578
Total current assets		595,929			455,077
Assets of discontinued operations		-			252,965
Property and Equipment (Net)		111,417			105,000
Total current assets		1,147,446			1,296,258
Operating Lease - Right-of-Use Asset		196,504			259,666
Property and Equipment (Net)		109,142			116,667
Total Assets	$	903,850		$	819,743
Intangible Assets (Net)
Contracts		1,056,812			1,228,187
Total Assets	$	2,313,400		$	2,641,112
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued expenses	$	43,~~793~~800,~~811~~308		$	3,~~528~~217,~~655~~505
Notes payable		~~326~~224,~~334~~084			~~411~~255,~~890~~195
Loans payable		603,876			477,840
Convertible notes payable		35,000			35,000
Operating lease liability		79,403			83,362
Loans payable		274,000			274,000
Derivative liabilities		~~315~~353,~~034~~560			~~338~~392,~~061~~747
Total current liabilities		6,153,458			4,874,808
Liabilities of discontinued operations		-			1,234,269
Total current liabilities		4,686,952			5,408,716
Long Term Liabilities
Loans payable (net)		-			67,800
Loans payable		67,800			67,800
Operating lease liability		150,000			207,807
Other		12,915			12,281
Total long term liabilities		~~150~~80,~~000~~715			~~275~~80,~~607~~081
Total Liabilities		64,~~303~~767,~~458~~667			5,~~150~~488,~~415~~797
Commitments and Contingencies		-			-
Stockholders' Deficit
Stockholders' Equity (Deficit)
Series A Preferred Stock ($0.001 par value; 2,000,000 shares authorized; 400,000 shares issued and outstanding)		400			400
Series A Preferred Stock ($0.001 par value; 2,000,000 shares authorized; 2,000,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025		2,000			2,000
Series B Preferred Stock ($0.001 par value; 1,000,000 shares authorized; 65,000 and 50,000 shares issued and outstanding, respectively)		65			50
Series B Preferred Stock ($0.001 par value; 1,000,000 shares authorized; 75,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025		75			75
Common Stock ($0.001 par value; 90,000,000 shares authorized; 9,506,429 and 9,371,429 shares issued and outstanding, respectively)		9,506			9,371
Common Stock ($0.001 par value; 90,000,000 shares authorized; 9,690,429 shares issued and outstanding as of March 31, 2026 and December 31, 2025		9,690			9,690
Additional paid-in capital		2021,~~782~~815,~~032~~838			1821,~~212~~465,~~182~~838
Accumulated deficit		(2423,~~894~~902,~~265~~582	)		(2223,~~291~~956,~~520~~337	)
Subscription Receivable		(1,000,000	)		-
Stockholders' equity (deficit) excluding non-controlling interest		(2,074,979	)		(2,478,734	)
Stockholders' deficit		(5,102,262	)		(4,069,517	)
Non-controlling interest		(379,288	)		(368,951	)
Non-controlling interest		(297,346	)		(261,155	)
Total stockholders' equity (deficit)		(2,454,267	)		(2,847,685	)
Total Stockholders' deficit		(5,399,608	)		(4,330,672	)
Total Liabilities and Stockholders' Deficit	$	2,313,400		$	2,641,112
Total Liabilities and Stockholders' Deficit	$	903,850		$	819,743
The accompanying footnotes are an integral part of these condensed consolidated financial statements.

~~Page~~The 4accompanying offootnotes 71are ~~Table~~an integral part of ~~Contents~~these consolidated financial statements.

Page 4 of 58

Table of Contents

SENTINEL HOLDINGS LTD AND SUBSIDIARIES

F/K/A JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(~~UNAUDITED~~Unaudited)

	For the Three Months						~~For the Nine Months~~
	Ended September 30,						Ended September 30,
	Ended March 31,
	2025			2024			2025			2024
	2026			2025
Sales (Net)	$	870,215		$	989,486		$	2,594,487		$	4,025,410
Continuing Operations
Cost of Goods Sold		516,709			975,139			1,986,529			3,411,620
Revenue	$	2,242,566		$	-
Gross Profit		353,506			14,347			607,958			613,790
Cost of Revenue		2,120,497			-
General and Administrative Expenses		849,135			3,033,815			2,890,210			5,440,974
Gross Profit		122,069			-
Loss From Operations		(495,629	)		(3,019,468	)		(2,282,252	)		(4,827,184	)
General and Administrative Expenses		996,318			576,305
Other Income (Expense)
Loss From Operations		(874,249	)		(576,305	)
Interest expense		(128,083	)		(199,912	)		(376,956	)		(775,588	)
Other Income (Expense)
Change in fair value of derivative liabilities		7,676			(49,812	)		23,027			(191,483	)
Gain on acquisition		997,180			-
Other income (expense)		(16,014	)		(198	)		(2,755	)		(9,760	)
Interest expense		(118,700	)		(122,058	)
PPP loan forgiveness		-			-			-			1,091,374
Change in fair value of derivative liabilities		39,187			31,306
Other income (expense) (net)		(136,421	)		(249,922	)		(356,684	)		114,543
Other income (expense)		-			13,261
Net Income (Loss) Including Non-Controlling Interest		(632,050	)		(3,269,390	)		(2,638,936	)		(4,712,641	)
Other income (expense) (net)		917,667			(77,491	)
Non-Controlling Interest		(7,837	)		-			(36,191	)		-
Net Income (Loss) From Continuing Operations Including Non-Controlling Interest		43,418			(653,796	)
Net Income (Loss) Available to Common Shareholders	$	(624,213	)	$	(3,269,390	)	$	(2,602,745	)	$	(4,712,641	)
Discontinued Operations
Income (Loss) Per Common Shares - Basic and Diluted	$	(0.07	)	$	(0.37	)	$	(0.30	)	$	(0.53	)
Net Income (Loss) From Discontinued Operations		-			35,633
Weighted Average Number of Common Shares - Basic
Net Income
and Diluted		9,506,429			8,939,799			9,438,929			8,818,430
Net Income (Loss) Including Non-Controlling Interest		43,418			(618,163	)
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
Non-Controlling Interest		(10,337	)		(11,099	)
Net Income (Loss) Available to Common Shareholders	$	53,755		$	(607,064	)
Net Income (Loss) Per Common Share
Basic
Net income (loss) including non-controlling interest	$	0.004
Non-controlling interest	$	(0.001	)
Net income (loss) available to common shareholders	$	0.006
Diluted
Net income (loss) including non-controlling interest	$	0.002
Non-controlling interest	$	(0.001	)
Net income (loss) available to common shareholders	$	0.003
Basic and diluted
Net income (loss) from continuing operations including non-controlling interest				$	(0.073	)
Net income (loss) from discontinued operations				$	0.004
Net income (loss) including non-controlling interest				$	(0.069	)
Non-controlling interest				$	(0.001	)
Net income (loss) available to common shareholders				$	(0.068	)
Weighted Average Number of Common Shares
Basic		9,690,429
Diluted		18,845,804
Basic and diluted					8,921,014

~~Page~~The 5accompanying offootnotes 71are ~~Table~~an integral part of ~~Contents~~these consolidated financial statements.

Page 5 of 58

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SENTINEL HOLDINGS LTD AND SUBSIDIARIES

F/K/A JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, 2026 AND 2025

(~~UNAUDITED~~Unaudited)

																							Total
																							Equity (Deficit)
															Additional								Attributable			Non-			Total
	Preferred Stock Series A				Preferred Stock Series B				Common Stock						Paid-In		Subscription			Accumulated			To The			Controlling			Shareholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Receivable			Deficit			Company			Interest			Equity (Deficit)
January 1, 2025		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	)
Net income (loss)		-		-		-		-		-			-			-		-			(607,064	)		(607,064	)		(11,099	)		(618,163	)
March 31, 2025		400,000		400		50,000		50		9,371,429			9,371			18,212,182		-			(22,898,584	)		(4,676,581	)		(272,254	)		(4,948,835	)
Net income (loss)		-		-		-		-		-			-			-		-			(1,371,468	)		(1,371,468	)		(17,255	)		(1,388,723	)
Sale of Common Stock		-		-		-		-		135,000			135			134,865		-			-			135,000			-			135,000
Sale of Preferred Stock - Series B		-		-		15,000		15		-			-			749,985		-			-			750,000			-			750,000
June 30, 2025		400,000		400		65,000		65		9,506,429			9,506			19,097,032		-			(24,270,052	)		(5,163,049	)		(289,509	)		(5,452,558	)
Net income (loss)		-		-		-		-		-			-			-		-			(624,213	)		(624,213	)		(7,837	)		(632,050	)
Sale of warrants		-		-		-		-		-			-			1,685,000		(1,000,000	)		-			685,000			-			685,000
																								-						-
September 30, 2025		400,000	$	400		65,000	$	65		9,506,429		$	9,506		$	20,782,032	$	(1,000,000	)	$	(24,894,265	)	$	(5,102,262	)	$	(297,346	)	$	(5,399,608	)
January 1, 2024		400,000	$	400		-	$	-		9,064,129		$	9,064		$	13,769,537	$	-		$	(13,915,927	)	$	(136,926	)	$	(186,196	)	$	(323,122	)
Net income (loss)		-		-		-		-		-			-			-		-			1,352,480			1,352,480			-			1,352,480
Shares issued		-		-		-		-		368,967			369			-		-			-			369			-			369
Shares cancelled		-		-		-		-		(866,667	)		(867	)		-		-			-			(867	)		-			(867	)
March 31, 2024		400,000		400		-		-		8,566,429			8,566			13,769,537		-			(12,563,447	)		1,215,056			(186,196	)		1,028,860
Net income (loss)		-		-		-		-		-			-			-		-			(2,795,731	)		(2,795,731	)		-			(2,795,731	)
Shares issued for cash		-		-		-		-		175,000			175			174,825		(100,000	)		-			75,000			-			75,000
Warrants issued for services		-		-		-		-		-			-			1,138,500		-			-			1,138,500			-			1,138,500
June 30, 2024		400,000		400		-		-		8,741,429			8,741			15,082,862		(100,000	)		(15,359,178	)		(367,175	)		(186,196	)		(553,371	)
Net income (loss)		-		-		-		-		-			-			-		-			(3,269,390	)		(3,269,390	)		-			(3,269,390	)
Shares issued for cash		-		-		-		-		310,000			310			309,690		100,000			-			410,000			-			410,000
Shares issued for services		-		-		50,000		50		-			-			2,499,950		-			-			2,500,000			-			2,500,000
September 30, 2024		400,000	$	400		50,000	$	50		9,051,429		$	9,051		$	17,892,502	$	-		$	(18,628,568	)	$	(726,565	)	$	(186,196	)	$	(912,761	)
The accompanying footnotes are an integral part of these condensed consolidated financial statements.

Page 6 of 71 Table of Contents

																		Total
																		Equity
																		(Deficit)						Total
	Preferred Stock				Preferred Stock								Additional					Attributable			Non-			Shareholders'
	Series A				Series B				Common Stock				Paid-In		Accumulated			To The			Controlling			Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Company			Interest			(Deficit)

January 1, 2025		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	)

Net income (loss)		-		-		-		-		-		-		-		(607,064	)		(607,064	)		(11,099	)		(618,163	)

March 31, 2025		400,000		400		50,000		50		9,371,429		9,371		18,212,182		(22,898,584	)		(4,676,581	)		(272,254	)		(4,948,835	)


December 31, 2025		2,000,000		2,000		75,000		75		9,690,429		9,690		21,465,838		(23,956,337	)		(2,478,734	)		(368,951	)		(2,847,685	)

Net income (loss)																53,755			53,755			(10,337	)		43,418
Warrants issued for cash														350,000					350,000						350,000

March 31, 2026		2,000,000	$	2,000		75,000	$	75		9,690,429	$	9,690	$	21,815,838	$	(23,902,582	)	$	(2,074,979	)	$	(379,288	)	$	(2,454,267	)

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

Page 6 of 58

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SENTINEL HOLDINGS LTD AND SUBSIDIARIES

F/K/A JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(~~UNAUDITED~~Unaudited)

	For the Nine Months
	For the Three Months
	Ended September 30,
	Ended March 31,
	2025			2024
	2026			2025
Cash Flows From Operating Activities
Net income (loss) (Including non-controlling interest)	$	(243,~~638,936~~418	)	$	(4618,~~712,641~~163	)
Adjustments to reconcile net income (loss) to net cash flow from operating activities
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization		34,310			31,018
Gain on sale of subsidiary		(995,340	)		-
Amortization of operating lease right-of-use asset		63,162			66,266
Depreciation and amortization		194,708			9,242
Amortization of debt discount		-			70,032
Change in derivative liability		(39,187	)		(31,306	)
Bad debt expense		-			39,052
Non-cash charitable contribution		-			3,652
Warrants issued for services rendered		-			1,138,500
Other		-			1,208
Stock-based compensation expense		-			2,499,502
Changes in operating assets and liabilities:
Change in operating lease liability		(3,959	)		(60,576	)
Accounts receivable		84,299			(36,795	)
Change in derivative liabilities		(80,834	)		191,483
Prepaid expenses and other		(27,250	)		(18,577	)
Non-cash charitable contribution		-			23,421
Accounts payable and accrued expenses		583,437			487,269
Changes in operating assets and liabilities
Deferred Revenue		-			5,000
Accounts receivable		(101,740	)		510,580
Net cash provided by (used in) operating activities		(155,915	)		(198,470	)
Prepaid expenses and other		(871	)		23,925
Accounts payable and accrued expenses		1,265,156			230,460
Net cash provided by (used in) operating activities		(1,463,712	)		51,022
Cash Flows From Investing Activities
Purchase of fixed assets		(4015,~~727~~808	)		-(8,500	)
Net cash provided by (used in) investing activities		(4015,~~727~~808	)		-(8,500	)
Cash Flows From Financing Activities
Sale of Common Stock		135,000			485,000
Warrants issued for cash		350,000			-
Sale of Preferred Stock - Series B		750,000			-
Notes payable - Repayments		(31,111	)		(30,150	)
Sale of warrants		685,000			-
Loans payable - Borrowings		-			471,250
Notes payable - Borrowings		-			348,874
Loans payable - Repayments		-			(490,848	)
Notes payable - Repayments		(85,556	)		(529,044	)
Cash overdraft		-			34,516
Loans - Borrowings		58,236			-
Net cash provided by (used in) financing activities		318,889			(15,232	)
Loans - Repayments		-			(310,909	)
Net increase (decrease) in cash		147,166			(222,202	)
Loans - Repayments - Related Party		-			(7,960	)
Cash - Beginning of Period		197,165			222,202
Net cash provided by (used in) financing activities		1,542,680			(14,039	)
Cash - End of Period	$	344,331		$	-
Net increase (decrease) in cash		38,241			36,983
		-			-
Cash - Beginning of Period		222,202			45,551
Cash - End of Period	$	260,443		$	82,534
Supplemental Disclosures of Cash Flow Information
Cash paid for interest	$	-		$	~~135~~5,~~032~~433
Cash paid for income taxes	$	-		$	-
The accompanying footnotes are an integral part of these condensed consolidated financial statements.

~~Page~~The 7accompanying offootnotes 71are ~~Table~~an integral part of ~~Contents~~these consolidated financial statements.

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SENTINEL HOLDINGS LTD AND SUBSIDIARIES

F/K/A JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(~~UNAUDITED~~Unaudited)

NOTE 1 -– ORGANIZATION, ~~AND~~ NATURE OF OPERATIONS, AND RISKS AND UNCERTAINTIES

Organization

The accompanying consolidated financial statements include the accounts of Sentinel Holdings, Ltd . (“Sentinel ~~Holdings~~”) and its majority-owned subsidiaries, Centinela Security, Inc. (“Centinela” and formerly known as Sentry Protective Services, Inc. or “Sentry” prior to January 20, 2026), United Security Specialists, Inc. (“USS”), and Gladiator Solutions, Inc. (“Gladiator”), (collectively “Sentinel ~~Holdings Ltd~~” or the “Company”). Sentinel Holdings, Ltd. was incorporated in the State of Nevada on January 23, 2015.

Effective April 2, 2025. 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 is currently awaiting approval from FINRA regarding this name change.

Nature of Operations

~~Our~~The ~~lines~~Company ofprovides ~~business~~professional ~~consist~~security ofservices ~~the~~through ~~following:~~its operating subsidiaries. It offers armed and unarmed security personnel and services, including on-site protection, mobile patrol, and event security, enhanced by smartphone-based security applications. It operates primarily in California and serves a diverse clientele, including businesses, individuals, residential communities, and event organizers.

	·	USS
		Provides professional security personnel enhanced by smartphone-based security applications.
	·	Gladiator
		Produced revenues through the distribution of personal protective products, primarily through mail-in orders to customers or via e-commerce sales generated through their website. These sales ceased after the year ended December 31, 2023.

Risks and Uncertainties

The Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations. The Company’s operations are exposed to significant financial, operational, and strategic risks, including potential business disruptions and liquidity challenges.

The Company evaluates and discloses risks and uncertainties that could materially affect its financial condition, results of operations, and business outlook. Key factors contributing to variability in revenues and earnings include:

	·	Industry cyclicality – The Company's financial performance is affected by industry trends, seasonality, and shifts in market demand;
	·	Macroeconomic conditions – Economic downturns, inflationary pressures, interest rate changes, and geopolitical risks may impact consumer purchasing behavior and the Company’s revenue streams; and
	·	Pricing volatility – Competitive pricing pressures can lead to fluctuations in gross margins and profitability.

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

NOTE 2 – GOING CONCERN

The Company reported a net loss available to common shareholders of $53,755 for the three months ended March 31, 2026 and utilized net cash in operating activities of $155,915 during that same period. The Company has an accumulated stockholders’ deficit of $2,454,267 and a working capital deficit of $3,620,221 as of March 31, 2026.

The Company has incurred significant losses since inception, has not yet attained consistently profitable operations, and remains dependent upon obtaining financing to support operations and pursue its business plans.

Such business plans include expansion within existing markets and penetration into new markets, acquisition of other businesses to enhance or complement the current business model while accelerating growth, collaboration with other businesses when appropriate to pursue strategic opportunities, and securing debt and/or equity financing to support such initiatives.

There can be no assurances that financing will be available on terms which are acceptable to the Company, or available at all. If the Company is unable to raise additional funding to meet its working capital needs and pursue such business plans, it may be forced to delay, reduce, or cease its operations.

Such factors create substantial doubt about the Company’s ability to continue as a going concern during the twelve-month period immediately subsequent to the issuance of these financial statements.

These consolidated condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, these financial statements have been prepared on a basis that assumes the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

NOTE 3 – ACQUISITIONS AND DISPOSITIONS

The Acquisition Of The Opsec Business

Effective October 15, 2025, the Company, through its Centinela subsidiary, acquired the operating assets of Opsec Specialized Protection, Inc. (“Opsec”) consisting of Opsec’s contractual relationships with its clients, rights to all licenses and/or permits required to operate the business, and other miscellaneous assets associated with the business.

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The Company performed an assessment under ASC 805 to determine whether the contracts acquired should be accounted for as a business combination or an asset acquisition. Management applied the relevant screen tests and guidance to evaluate whether the acquired set includes an input and a substantive process that together significantly contribute to the ability to create outputs.

First, the Company noted that the acquired contracts are not limited to a simple portfolio of customer arrangements; they are accompanied by operational processes that are currently in use to deliver the underlying services and generate revenue. These processes include the methods, systems, and workflows necessary to fulfill the contracts and continue generating revenue without significant modification or further development by the Company.

Second, the acquired contracts are already generating revenue from customers and are expected to continue to do so as part of the Company’s ongoing operations. The presence of both inputs (the customer contracts and related customer relationships) and substantive processes (the operational know-how and procedures that are integral to managing and fulfilling those contracts) indicates that the acquired set is capable of producing outputs on a stand‑alone basis.

Therefore, based on this analysis, management concluded that the acquired asset meets the definition of a business under ASC 805 and therefore should be accounted for as a business acquisition.

Consideration for this acquisition totaled $800,000 consisted of cash of $650,000 paid on the closing date and $150,000 paid on April 15, 2026. The acquired assets were valued by management at $1,371,000 and recorded on the balance sheet as Contracts and are being amortized on a straight-line basis over a two-year period. The difference of $571,000 between such value and the amount paid was recorded as a gain on acquisition on the Statement of Operations effective as of the acquisition date.

Additionally and as more fully described in Note 14, Commitments and Contingencies, the Company entered into an agreement with the owner of the Opsec business for a six-month period at the rate of $50,000 per month for consulting services.

The Disposition of USS

On February 28, 2026, the Company sold 100% of its equity interest in USS pursuant to a stock purchase agreement to Top Flight Security Solutions LLC (“Top Flight”), a Nevada limited liability company, and Rodney Miller II, an individual.

Total consideration received by the Company consisted of $1.00 in cash and a 4% non-managing membership interest in Top Flight, a newly formed entity with no assets or operating history, to which the Company assigned no value. No contingent consideration is provided for under the agreement.

As USS had a net deficit of $997,179 as of that date (consisting of assets of $238,929 and liabilities of $1,236,108) and recorded a gain on the transaction of $997,180 in Othe Income (Expense) in the Statement of Operations.

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NOTE 4 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying ~~unaudited~~ consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ~~for interim financial statements~~ (“~~U.S.~~ GAAP”) ~~and~~as ~~with~~promulgated by the ~~instructions~~Financial toAccounting ~~Form~~Standards ~~10-Q~~Board ~~and~~through ~~Article~~its 8Accounting ofStandards ~~Regulation~~Codification ~~S-X of the United States Securities and Exchange Commission~~ (~~“SEC”~~ASC). ~~Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.~~

~~Page~~Discontinued ~~8 of 71 Table of Contents~~Operations

InOn ~~the~~February ~~opinion~~28, of2026 ~~the~~and ~~Company’s~~as ~~management~~described in Note 3, Acquisitions and Dispositions, the ~~accompanying~~Company ~~unaudited~~sold ~~consolidated~~100% ~~financial~~of ~~statements~~its ~~contain~~equity ~~all~~interest ofin ~~the~~USS. ~~adjustments~~Prior ~~necessary~~to ~~(consisting~~the ~~only~~sale, ofUSS ~~normal~~operated ~~recurring~~as ~~accruals)~~a tolegally ~~present~~and ~~the~~operationally ~~financial~~distinct ~~position~~subsidiary of the Company aswith ofseparately ~~September~~identifiable ~~30, 2025~~revenues and ~~the~~direct ~~results~~costs. ofThe ~~operations~~Company ~~and~~has ~~cash~~determined ~~flows~~that ~~for~~ the ~~periods~~sale ~~presented.~~of ~~The~~USS ~~results~~represents ofa ~~operations~~strategic ~~for~~shift ~~the~~that ~~nine~~has, ~~months~~and ~~ended September~~will ~~30,~~continue ~~2025~~to ~~are~~have, ~~not~~a ~~necessarily~~major ~~indicative~~effect ofon the ~~operating~~Company's operations and financial results. ~~for~~Accordingly, the ~~full~~results ~~fiscal~~of ~~year~~USS oroperations ~~any~~for ~~future~~all ~~period~~periods presented have been reclassified and reported as discontinued operations.

~~These~~The ~~unaudited consolidated~~ financial ~~statements~~results ~~should~~of ~~be read in conjunction with~~ the ~~financial~~discontinued ~~statements~~operations ~~and related notes thereto included in the Company’s Annual Report on Form 10-K~~ for the ~~year~~three months ended ~~December~~March 31, ~~2024,~~2026 ~~filed with the United States Securities~~ and ~~Exchange~~2025 ~~Commission~~were onas ~~April 28, 2025.~~follows

Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented.

	2026		2025

Revenue	$	-	$	846,416
Cost of revenues		-		810,783
Gross profit		-		35,633
General and administrative expenses		-		-
Income from discontinued operations, net of tax	$	-	$	35,633

~~NOTE~~Assets 2and -liabilities ~~SUMMARY~~of OFthe ~~SIGNIFICANT~~discontinued ~~ACCOUNTING~~operations ~~POLICIES~~as of March 31, 2026 and December 31, 2025 were as follows:

Liquidity and Going Concern

	2026		2025
Assets:
Accounts receivable	$	-	$	77,515
Right of use asset		-		175,450
Total	$	-	$	252,965

Liabilities:
Accounts payable and accrued expenses	$	-	$	877,514
Notes payable		-		148,947
Operating lease liability		-		207,808
Total	$	-	$	1,234,269

AsPage ~~reflected~~11 inof ~~the~~58 ~~accompanying~~Table ~~consolidated~~of ~~financial statements for the nine months ended September 30, 2025, the Company had:~~Contents

	·	Net loss of $2,638,936; and
	·	Net cash used in operations of $1,463,712.

The Company’s consolidated revenue, loss from operations, and net loss available to common shareholders for the three months ended March 31, 2026 and 2025 were comprised of continuing and discontinued operations and were presented in the statement of operations as follows:

Additionally, at September 30, 2025, the Company had:

	Continuing			Discontinued		Total
	Operations			Operations		Operations
Three months ended March 31, 2026
Revenue	$	2,242,566		$	-	$	2,242,566
Income (loss) from operations	$	(874,249	)	$	-	$	(874,249	)
Net income (loss) available to common shareholders	$	53,755		$	-	$	53,755

Three months ended March 31, 2025:
Revenue	$	-		$	846,416	$	846,416
Income (loss) from operations	$	(576,305	)	$	35,633	$	(540,672	)
Net income (loss) available to common shareholders	$	(642,697	)	$	35,633	$	(607,064	)

· Accumulated deficit of $24,894,265; · Stockholders deficit of $5,399,608; and · Working capital deficit of $5,557,529.

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.

Page 9 of 71 Table of Contents

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 $260,443 at September 30, 2025.

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, cash flows and cash usage forecasts through December 31, 2026, 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.

Principles of Consolidation and Non-Controlling Interest

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

Page 10 of 71 Table of Contents

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 where the Company is the primary beneficiary, possessing both (i) power over significant activities and (ii) the obligation to absorb losses or receive benefits.

All intercompany transactions and balances are eliminated in consolidation in accordance with ASC 810-10-45. The Company continuously evaluates its investments and relationships to assess consolidation requirements.

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 nine months ended September 30, 2025 and the year ended December 31, 2024, 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 three and nine months ended September 30, 2025 and December 31, 2024:

	Non-Controlling
	Interest
Balance at December 31, 2024	$	(261,155	)
Net loss attributable to non-controlling interest		(11,099	)
Balance at March 31, 2025		(272,254	)
Net loss attributable to non-controlling interest		(17,255	)
Balance at June 30, 2025		(289,509	)
Net loss attributable to non-controlling interest		(7,837	)
Balance at September 30, 2025	$	(297,346

Page 11 of 71 Table of Contents

Business Segments and Expense Disclosure

Application of ASU 2023-07 – Segment Reporting

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.

A public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, if a company’s business activities are managed as a single operating segment and reviewed on that 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

ASU 2023-07, Improvements to Reportable Segment Disclosures, 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.~~ 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.

InPrinciples ~~accordance~~of ~~with~~Consolidation ~~ASC~~and ~~250~~Non-~~10-50-4,~~Controlling 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.Interest

~~Page~~The 12Company ofconsolidates 71entities ~~Table~~where ofit ~~Contents~~has a controlling financial interest, as defined by ASC 810, Consolidation, and continuously evaluates its investments and business relationships to assess consolidation requirements. All intercompany balances and transactions are eliminated in consolidation.

~~Significant~~In ~~estimates~~accordance ~~for~~with ~~the~~ASC ~~nine months ended September 30~~810-10, ~~2025~~consolidation ~~and~~is ~~2024~~required ~~include~~for:

· 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; and · Valuation allowance on deferred tax assets.

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

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

~~The~~Page ~~Company~~12 ~~operates~~of in58 aTable ~~highly~~of competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations. The Company’s operations are exposed to significant financial, operational, and strategic risks, including potential business disruptions, supply chain constraints, and liquidity challenges.Contents

InRelated accordance with ASC 275, Risks and Uncertainties, the Company evaluates and discloses risks that could materially affect its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales and earnings include:Parties

~~· Industry Cyclicality (ASC 275-10-50-6) –~~ The Company's ~~financial~~defines ~~performance~~related isparties ~~affected by industry trends, seasonality, and shifts~~ in ~~market~~accordance ~~demand;~~with ~~· Macroeconomic Conditions (~~ASC ~~275-10-50-8) – Economic downturns~~850, ~~inflationary~~Related ~~pressures,~~Party ~~interest rate changes~~Disclosures, and ~~geopolitical~~applicable ~~risks~~SEC ~~may~~Regulations ~~impact consumer purchasing behavior~~ and ~~the~~discloses ~~Company’s~~such ~~revenue~~relationships ~~streams · Pricing Volatility (ASC 275-10-50-4) – The cost~~ and ~~availability~~transactions ~~of raw materials, supply chain disruptions, and competitive pricing pressures can lead to fluctuations~~ in ~~gross~~its ~~margins~~financial ~~and profitability~~statements.

~~Page~~That 13definition ofincludes 71entities ~~Table~~and ofindividuals ~~Contents~~that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.

~~Given~~Related ~~these~~parties ~~uncertainties~~include, ~~the~~but ~~Company~~are ~~faces~~not ~~challenges~~limited in accurately forecasting financial performance and may experience material risks affecting liquidity, business continuity, and long-term strategic growth. The Company continuously assesses these risks and implements measures to ~~mitigate their potential impact.~~:

	·	Principal owners of the Company;
	·	Any shareholder owning more than 5% of any class of the Company’s voting securities;
	·	Members of management (including directors, executive officers, and key employees);
	·	Immediate family members of principal owners and members of management;
	·	Entities affiliated with principal owners or management through direct or indirect ownership; and
	·	Entities with which the Company has significant transactions, where one party has the ability to exercise control or significant influence over the management or operating policies of the other.

A party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company in a manner that could prevent either party from fully pursuing its own separate economic interests.

Fair Value of Financial Instruments

The Company accounts for financial instruments in accordance with ~~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~~market; · Level 2 –- Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities or inputs that are directly or indirectly observable; and · Level 3 –- Unobservable inputs that require significant judgment, ~~including~~often ~~management~~involving ~~assumptions~~a ~~and~~combination ~~estimates~~of ~~based~~cost, onmarket, ~~available~~or income approaches, as well as Management’s assumptions about market ~~data~~conditions, pricing, and other factors.

~~The~~Page ~~classification~~13 of an58 ~~asset~~Table ~~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.Contents

~~Fair~~The ~~Value~~measurement ~~Determination~~of the fair value of the Company’s derivative liabilities are discussed in Note 13, Derivative Liabilities. The carrying amounts of the Company’s other financial instruments, such as cash, accounts receivable, accrued expenses, and ~~Use~~notes payable, et cetera, approximate their fair values due to the short-term nature of ~~External~~those ~~Advisors~~instruments.

~~The~~Credit ~~Company~~Risks ~~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.Concentrations

~~Page~~The 14Company evaluates and discloses significant concentrations of 71risk ~~Table~~in accordance with ASC 275, Risks and Uncertainties, whereby it specifically considers risks that may arise from concentrations with clients in revenues and/or accounts receivable, reliance upon certain vendors, or general economic factors that could materially impact the Company’s financial position, results of ~~Contents~~operations, or cash flows.

~~Financial~~In ~~Instruments~~summary, ~~Carried~~financial atinstruments ~~Historical~~that ~~Cost~~subject the Company to credit risk consist principally of cash and accounts receivable as follows:

· The Company’s maintains cash deposits with financial ~~instruments~~institutions, ~~including cash~~which, ~~accounts~~from ~~receivable,~~time ~~accounts~~to ~~payable~~time, may exceed federally insured limits. The Company has not experienced any losses and ~~accrued~~believes ~~expenses~~it ~~(including~~is ~~related~~not ~~party~~exposed ~~balances),~~to ~~are~~any ~~recorded~~significant atcredit ~~historical~~risk ~~cost~~from cash; and · The Company does not require collateral for financial instruments subject to credit risk such as accounts receivable. AsThe Company believes that credit risk is limited because the Company is familiar with the nature of ~~September~~operations 30of its customers. However, ~~2025~~if appropriate and ~~December~~based ~~31,~~upon ~~2024,~~the ~~respectively~~credit risk of its customers, the ~~carrying~~Company's ~~amounts~~policy ofis ~~these~~to ~~instruments~~establish ~~approximated~~an ~~their~~allowance ~~fair~~for ~~values~~uncollectible ~~due~~accounts toand ~~their~~periodically ~~short-term~~reassess ~~maturities~~the need for such allowances.

~~Fair~~Page ~~Value~~14 ~~Option~~of ~~Under~~58 ~~ASC~~Table ~~825~~of Contents

~~ASC~~The ~~825-10,~~Company ~~Financial~~deems ~~Instruments,~~a ~~permits~~concentration ~~entities~~of risk to ~~elect~~exist ~~the~~when ~~fair~~a ~~value~~single ~~option~~customer, ~~for~~supplier, ~~certain~~or ~~financial~~market ~~assets~~accounts ~~and~~for ~~liabilities.~~a ~~This~~significant ~~election~~portion is(typically ~~made~~greater onthan an10%) ~~instrument-by-instrument~~of ~~basis~~the ~~and~~Company’s istotal ~~irrevocable~~revenues, ~~unless~~accounts areceivable, ~~new~~or ~~election~~vendor ~~date occurs~~purchases. IfSuch ~~elected,~~concentrations ~~unrealized~~of ~~gains~~risk, ~~and~~if ~~losses~~any, are ~~recognized~~disclosed in ~~earnings at each reporting date. The Company has not elected~~ the ~~fair~~related ~~value~~areas ~~option for any~~ of ~~its~~these ~~outstanding financial instruments~~footnotes.

Cash and Cash Equivalents ~~and Concentration of Credit Risk~~

~~For~~The ~~purposes~~Company ofconsiders ~~the~~all ~~consolidated~~money ~~statements~~market ofaccounts ~~cash~~and ~~flows, the Company considers all~~ highly liquid instruments with a maturity of three months or less atas of the purchase date ~~and money market accounts~~ to be cash equivalents.

At September 30, 2025 and 2024, 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.

During the nine months ended September 30, 2025 and 2024, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

Accounts Receivable

The Company accounts for accounts receivable in accordance with 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).~~whereby:

· The ~~Company~~collectability ~~extends~~of ~~credit~~accounts toreceivable ~~customers~~are ~~based~~periodically onassessed; an· ~~evaluation~~An ofallowance ~~their~~for ~~financial~~doubtful ~~condition~~accounts ~~and~~is ~~other~~established ~~factors.~~as ~~The~~circumstances ~~Company~~warrant; ~~does~~and ~~not~~· ~~require~~Accounts ~~collateral,~~are ~~and~~written ~~interest~~off isagainst ~~not~~the ~~accrued~~allowance onfor ~~overdue~~doubtful accounts ~~receivable~~when they are determined to be uncollectible.

Page 15 of 7158 Table of Contents

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

·The ACompany ~~review~~accounts offor ~~outstanding~~prepaid ~~accounts;~~expenses ·in ~~Historical~~accordance ~~collection~~with ~~experience;~~ASC 340, Other Assets and ·Deferred ~~Current~~Costs, whereby cash disbursements and economic ~~conditions~~assets which benefit future periods are recorded as prepaid expenses as of each balance sheet date. Such items are then expensed as the economic benefits are realized.

Accounts deemed uncollectible are written off against the allowance when determined to be uncollectible.

Allowance for doubtful accounts was zero at both September 30, 2025 and December 31, 2024, respectively.

The following is a summary of the Company’s accounts receivable at September 30, 2025 and December 31, 2024:

	September 30, 2025		December 31, 2024
Accounts receivable	$	326,444	$	224,704
Less: allowance for doubtful accounts		-		-
Accounts receivable - net	$	326,444	$	224,704

The Company has assessed the applicability of ASC 326, Financial Instruments - Credit Losses, 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.

Since the Company’s accounts receivable are short-term trade receivables that do not meet the scope requirements of ASC 326, it continues to apply the incurred loss model under ASC 310 for estimating credit losses.

For the three and nine months ended September 30, 2025 and 2024, no such losses were recorded.

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Concentrations

The Company evaluates and discloses significant concentrations of risk in accordance with 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.

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.

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

	Nine Months Ended September 30,			Year Ended December 31,
Customer	2025			2024
A		29.92	%		56.97	%
B		21.81	%		0.00	%
C		0.00	%		18.99	%
D		0.00	%		11.28	%
Total		51.73	%		87.24	%

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

	Nine Months Ended September 30,
Customer	2025			2024
A		10.20	%		32.89	%
B		14.15	%		0.00	%
C		0.00	%		10.82	%
Total		24.35	%		43.71	%

Management’s Risk Mitigation Strategies

To address these risks, the Company implements the following strategies:

· Diversification of Customer Base – Actively seeking new customers to reduce reliance on a small number of key accounts; and · 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

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.

There were no impairment losses for the three and nine months ended September 30, 2025 and 2024, respectively.

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Property and Equipment

~~Property~~The Company accounts for property and equipment isin accordance with ASC 360, Property, Plant, and Equipment, whereby such assets are stated at cost, less accumulated depreciation. ~~Depreciation~~Such depreciation is provided on the straight-line basis over the estimated useful lives of ~~the~~such assets.

Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations.

Management periodically reviews the carrying value of its property and equipment as well as whenever events or changes in circumstances indicate that the carrying amount of ~~the~~such ~~asset~~assets may not be recoverable. in accordance with the provisions of ASC-360-10, Impairment or Disposal of Long-Lived Assets.

~~There~~Intangible ~~were no impairment losses for the three and nine months ended June 30, 2025 and 2024, respectively.~~Assets

The Company accounts for intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other, whereby such assets are stated at cost, less accumulated amortization. Such amortization is provided on the straight-line basis over the estimated useful lives of such assets.

When intangible assets are sold or otherwise disposed of, the cost and related accumulated amortization are removed from the respective accounts with the resulting gain or loss reflected in operations.

Management periodically reviews the carrying value of its intangible assets as well as whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable in accordance with the provisions of ASC-360-10, Impairment or Disposal of Long-Lived Assets.

Operating Lease Right-of-Use Asset

The Company accounts for right-of-use (ROU) assets and lease liabilities for all leases with terms exceeding twelve months in accordance with FASB ASC 842, Leases. The amount of the right-of-use asset is determined by the present value of the estimated future minimum lease payments over the lease term discounted using a collateralized incremental borrowing rate. Such right-of-use asset is then amortized to expense on a straight-line basis over the expected term of the lease.

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Table of Contents

Accounts Payable and Accrued Expenses

The Company accounts for accounts payable and accrued expenses in accordance with the provisions of ASC 405, Liabilities, whereby debts and other obligations due to external parties requiring future outflows of cash or the transfer of monetary assets are estimated, recorded, and reported.

Notes and Loans Payable

The Company accounts for notes and loans payable in accordance with the provisions of ASC 470, Debt, whereby notes and loans payable due to external parties requiring future outflows of cash or the transfer of monetary assets are estimated, recorded, and reported.

Derivative Liabilities

The Company ~~evaluates~~accounts for eligible financial instruments ~~containing~~in ~~characteristics~~accordance with the provisions of ~~both~~ASC ~~liabilities~~815, Derivatives and ~~equity~~Hedging, inwhereby ~~accordance~~financial ~~with~~contracts ~~ASC~~whose ~~480,~~value ~~Distinguishing~~is ~~Liabilities~~derived from ~~Equity~~an ~~and~~underlying ~~ASC~~asset ~~815~~with obligations due to external parties requiring settlement at a future date with outflows of cash or the transfer of monetary assets are estimated, ~~Derivatives~~recorded, and ~~Hedging~~reported at fair value.

~~Accounting~~The ~~for~~fair ~~Derivative~~value ~~Liabilities~~of such derivative liabilities is remeasured at the end of each reporting period utilizing the Black-Scholes option pricing model. The change in such value is recognized in the results of operations as a gain or loss on the change in the fair value of derivative liabilities.

~~Derivative~~Operating ~~liabilities~~Lease 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. The Company uses a binomial pricing model to determine the fair value of these instruments.Liabilities

~~Conversion~~The Company accounts for operating lease liabilities in accordance with the provisions of ASC 842, Leases, and, ~~Extinguishment~~when appropriate, employes the ROU model as described above. Lease classification determines the pattern of ~~Derivative~~expense ~~Liabilities~~recognition in the consolidated statement of operations. Specifically, expenses for:

~~When~~· aOperating ~~debt~~leases ~~instrument~~are ~~with~~recognized anon ~~embedded~~a ~~conversion~~straight-line ~~option~~basis ~~(e.g.,~~over ~~convertible~~the ~~debt~~lease orterm; ~~warrants)~~and is· ~~converted~~Finance ~~into~~leases ~~shares~~are recognized via the amortization of ~~common~~the ~~stock~~ROU orasset ~~repaid,~~plus interest expense on the ~~Company:~~lease liability.

· 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.Contingencies

~~For~~The ~~equity-based~~Company ~~derivative~~is ~~liabilities~~subject (eto litigation claims arising in the ordinary course of business.~~g.,~~ ~~warrants)~~The ~~that~~Company records litigation accruals for legal matters which are ~~extinguished,~~both ~~any~~probable ~~remaining~~and ~~liability~~estimable ~~balance~~plus isrelated ~~reclassified~~legal tocosts ~~additional~~as ~~paid~~incurred. The Company does not reduce these liabilities for potential insurance or third-inparty ~~capital~~recoveries.

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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.

Derivative Liability Balances

Derivative liabilities were $315,034 and $338,061 at September 30, 2025 and December 31, 2024, respectively.

Original Issue Discounts and Other Debt Discounts

The Company accounts for original issue discounts and other debt discounts in accordance with 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.

Original Issue Discounts

For certain notes issued, the Company may provide the debt holder with an original issue discount, 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 thereby reducing the carrying amount of the note. These discounts are amortized to interest expense over the life of the debt.

Combined Debt Discounts

The combined debt discounts, including original issue discounts and stock-related discounts, cannot exceed the face amount of the debt as prescribed by ASU 2020-06.

Debt Issuance Costs

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. These costs are presented as a direct deduction from the carrying amount of the debt liability rather than as a separate asset.

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Right of Use Assets and Lease Obligations

The Company accounts for right-of-use assets and lease liabilities in accordance with 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.

The Company classifies its leases as either operating or finance leases. 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.

Short-Term Leases

The Company has elected the short-term lease exemption, whereby leases with a term of twelve months or less are not recorded on the balance sheet. Instead, lease payments are expensed on a straight-line basis over the lease term.

Lease Term and Renewal Options

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

· The useful life of leasehold improvements relative to the lease term; · The economic performance of the business at the leased location; · The comparative cost of renewal rates versus market rates; and · The presence of any significant economic penalties for non-renewal.

If a renewal option is deemed reasonably certain to be exercised, the right-of-use 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.

Lease Impairment

In accordance with ASC 360-10-35, the Company evaluates right-of-use assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not be recoverable. No impairments of right-of-use assets were recognized for the three and nine months ended September 30, 2025, and 2024 (See Note 9 ).

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Revenue Recognition

~~Overview~~The Company recognizes revenue and related costs in accordance with the provisions of ASC 606, Revenue From Contracts With Customers, whereby revenue is recognized when it is able to:

~~Under~~· ~~the~~Identify ~~provisions~~a ofcontract ~~ASC~~with ~~606,~~a ~~Revenue~~client; ~~from~~· ~~Contracts~~Identify ~~with~~the ~~Customers,~~performance ~~revenue~~obligation isspecified ~~measured~~within ~~based~~the oncontract; · Determine the ~~consideration~~transaction price specified inwithin the contract; ~~with~~· Allocate the ~~customer,~~transaction ~~and~~price ~~excludes~~to ~~any~~the ~~sales~~performance ~~incentives,~~obligation ~~discounts,~~specified ~~rebates,~~within the contract; and ~~amounts~~· ~~collected~~Satisfy onthe ~~behalf~~performance ofobligation ~~third~~specified ~~parties.~~within the contract.

AMarketing ~~performance obligation is a promise in a contract to transfer a distinct good or service to a customer~~ and isAdvertising the unit of account under ASC 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.Costs

~~Core~~The ~~Concepts~~Company Ofaccounts ~~The~~for ~~Company’s~~marketing ~~Revenue~~and ~~Recognition~~advertising ~~Policy~~costs in accordance with the provisions of ASC 720, Advertising Costs, whereby all such costs are expensed as incurred. Such costs are classified within general and administrative expenses in the statement of operations.

The following core concepts contained within the Company revenue recognition policy directly correspond to the five core revenue recognition principles promulgated by ASC 606:

a) 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.

b) 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.

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c) 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.

d) 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.

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.

e) 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.

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Applicability Of Revenue Recognition Concepts By Subsidiary

a) 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.

The Company’s 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. The Company often times use a factoring bank on receivables due to the requirement that it fronts the guard expenses for the initial 30 days. There is no required revenue recognition after the completion of the initial 30-day contract.

b) 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 Company’s revenue channels, transfer of control takes place at the point of sale upon shipment to customer.

Cost of Goods Sold

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

Cost of sales consists primarily of personnel costs (wages and benefits) and automobile costs.

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Income Taxes

Overview

The Company accounts for income taxes using the asset and liability method prescribed by 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.

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.

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.

The Company also recognizes interest and penalties related to uncertain tax positions in other expense in the consolidated statement of operations. No interest and penalties were recorded for the three and nine months ended September 30, 2025 and 2024, respectively.

Valuation of Deferred Tax Assets

The Company’s deferred tax assets include certain future tax benefits, such as net operating losses, tax credits, and deductible temporary differences. A valuation allowance is recorded 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.

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Factors Considered in the Valuation of Deferred Tax Assets

The Company evaluates multiple factors when 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; and · 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, a valuation allowance determination is not solely based on past losses. All available positive and negative evidence is considered.

Determination of the Valuation Allowance for Deferred Taxes

At September 30, 2025 and 2024, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting in no net loss carry-forward amounts. 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.

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.

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 expenses all direct-response advertising costs, as they do not meet the criteria for deferral.

Page 26 of 71 Table of Contents

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation –- Stock Compensation ~~using~~, whereby it utilizes the fair value-based method. Under this ~~guidance~~method, ~~compensation~~ cost is measured atas of the grant date based on the fair value of the award determined by using the Black-Scholes option pricing model and such cost is recognized over the requisite service period, typically the vesting period. This method is utilized for awards granted to employees and issuances of equity instruments such as stock and/or warrants to vendors and other parties for services.

~~ASC~~Income 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.Taxes

InThe ~~compliance~~Company ~~with~~records ~~ASU~~income ~~2018-07,~~tax ~~the~~expense ~~Company~~utilizing ~~applies~~ the ~~fair~~asset ~~value method for equity instruments granted to both employees~~ and ~~non-employees,~~liability ~~aligning~~method ~~non-employee~~in ~~share-based~~accordance ~~payment accounting~~ with ~~that~~the provisions of ~~employees.~~ASC ~~The~~740, ~~fair~~Income ~~value~~Taxes, ofwhereby ~~stock-based~~deferred ~~compensation~~tax isassets ~~determined~~and asliabilities ofare ~~the~~recognized ~~grant~~for ~~date or~~ the ~~measurement~~future ~~date~~tax ~~(i.e.,~~consequences ~~when~~attributable ~~the~~to ~~performance~~differences ~~obligation~~between isfinancial ~~completed)~~statement ~~and~~carrying isamounts ~~recognized~~of ~~over~~existing ~~the~~assets ~~vesting~~and ~~period~~liabilities inand ~~accordance~~their ~~with~~respective ~~ASC~~tax ~~718~~bases.

~~The~~Deferred ~~Company~~tax ~~determines~~assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the ~~fair~~years ~~value~~in which those temporary differences are expected to reverse. The effect of ~~stock~~changes ~~options~~in ~~using~~such ~~the~~tax ~~Black-Scholes~~rates ~~option~~on ~~pricing~~deferred ~~model,~~tax ~~considering~~assets and liabilities is recognized as income or expense in the ~~following~~period ~~key~~that ~~assumptions:~~the change is effective.

·Income ~~Exercise~~tax ~~price~~benefits –are ~~The~~recognized ~~agreed-upon~~when ~~price~~it atis ~~which~~probable that the ~~option~~related ~~can~~deductions will be ~~exercised~~sustained. ·A ~~Expected~~valuation ~~dividends~~allowance –is ~~The~~established ~~anticipated~~when ~~dividend~~it ~~yield~~is ~~over~~more ~~the~~likely ~~expected~~than ~~life~~not that all or a portion of a deferred tax asset will either expire before the ~~option.~~Company ·is ~~Expected~~able ~~volatility~~to –realize ~~Based~~the onbenefit ~~historical~~or ~~stock~~that ~~price~~future ~~fluctuations~~deductibility is uncertain. ·The ~~Risk-free~~Company ~~interest~~recognizes ~~rate~~uncertain –tax ~~Derived~~positions ~~from~~only ~~U.S.~~if ~~Treasury~~it ~~securities~~is ~~with~~more ~~similar~~likely ~~maturities.~~than ·not ~~Expected~~(greater ~~life~~than of50% ~~the~~likelihood) ~~option~~to –be ~~Estimated~~sustained ~~based~~upon onexamination ~~historical~~by ~~exercise~~tax ~~patterns~~authorities. Any interest and ~~contractual~~penalties ~~terms~~incurred related to uncertain tax positions are reported in other expense in the consolidated statement of operations.

~~Additionally,~~Page ~~the~~18 ~~Company~~of ~~follows~~58 ~~the~~Table ~~guidance under ASU 2016-09, which introduced amendments to simplify certain accounting aspects~~ of ~~share-based compensation, including:~~Contents

· The ~~treatment~~Company’s ofdeferred tax ~~benefits~~assets ~~and~~include certain future tax ~~deficiencies~~benefits, insuch ~~income~~as net operating losses (NOLs), tax ~~reporting.~~credits, ·and deductible temporary differences. The ~~option~~Company toreviews ~~recognize~~the ~~forfeitures~~realizability asof ~~they~~such ~~occur~~deferred ~~rather~~tax assets on a quarterly basis, or more frequently if circumstances warrant, and records a valuation allowance if it is more likely than ~~estimating~~not ~~them~~that ~~upfront.~~some ·portion, ~~Cash~~or ~~flow~~all, ~~classification~~of ~~for~~the ~~certain~~deferred tax~~-related~~ ~~transactions~~assets will not be realized.

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

~~Page~~The 27Company ofcalculates 71net ~~Table~~earnings of(loss) ~~Contents~~per common share in accordance with ASC 260, Earnings Per Share, whereby:

~~Stock~~· ~~Warrants~~In net income situations: · “Basic” net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period; and · “Diluted” net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period plus the number of common shares that would result from the exercise of outstanding stock options, warrants, and conversion of eligible debt and/or preferred stock. · In net loss situations, “Basic and Diluted” net loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. No exercise of outstanding stock options, warrants, or conversion of eligible debt and/or preferred stock is assumed as the effect of including such common share amounts would be anti-dilutive.

InRecently ~~connection~~Issued ~~with~~Accounting 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.”Pronouncements

~~The~~In ~~fair~~November ~~value~~2024, ofthe ~~warrants~~FASB issued ~~for~~ASU ~~compensation~~2024-03, ~~purposes~~Income isStatement ~~measured~~- ~~using~~Reporting ~~the~~Comprehensive ~~Black~~Income -~~Scholes~~ ~~option~~Expense ~~pricing~~Disaggregation ~~model.~~Disclosures ~~However~~(Subtopic 220-40): Disaggregation of Income Statement Expenses, ifwhich ~~warrants~~requires ~~meet~~additional disclosure of the ~~definition~~nature of ~~derivative~~expenses ~~liabilities~~included ~~under~~in ~~ASC~~the ~~815~~income statement. The standard requires disaggregation of certain costs in a separate note to the financial statements, ~~“Derivatives~~such as the amounts of employee compensation, depreciation, and ~~Hedging~~intangible asset amortization,” ~~fair~~included ~~value~~in iseach ~~determined~~relevant ~~using~~expense acaption ~~binomial~~in ~~pricing~~annual ~~model~~and orinterim ~~other~~consolidated ~~appropriate~~financial ~~valuation~~statements. ~~techniques~~This standard will be effective for the Company’s annual reporting period for the year ending December 31, as2026 ~~required~~and byinterim ~~ASC~~periods ~~815-40-15~~beginning with the first quarter of 2028, with early adoption permitted.

~~Accounting~~In ~~Treatment~~January 2025, the FASB issued ASU 2025-01, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the disclosure impacts of ~~Warrants~~ASU 2024-03 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls.

·Page ~~Warrants~~19 ~~issued~~of in58 ~~conjunction~~Table ~~with~~of common stock issuance are initially recorded at fair value as a reduction in Additional Paid-In Capital (APIC). · 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.Contents

~~Basic~~In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and ~~Diluted~~Other ~~Earnings~~- Internal-Use Software (~~Loss~~Subtopic 350-40): ~~per~~Targeted ~~Share~~Improvements to the Accounting for Internal-Use Software, which removes all references to software development stages (referred to as “project stages”) throughout Subtopic 350-40. The standard requires entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. This standard is effective for the Company for the annual and interim periods beginning January 1, 2028, with early adoption permitted. The Company is currently evaluating the impacts of ASU 2025-06 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls.

~~The~~In ~~Company~~November ~~computes~~2025, ~~earnings~~the ~~per~~Financial ~~share~~Accounting Standards Board (“~~EPS~~FASB”) inissued ~~accordance~~Accounting ~~with~~Standards ~~ASC~~Update ~~260~~(“ASU”) 2025-09, ~~"Earnings~~Derivatives ~~Per~~and ~~Share~~Hedging (Topic 815): Hedge Accounting Improvements, which makes targeted improvements to the hedge accounting model." The ~~calculation~~amendments ofaddress ~~basic~~five ~~EPS~~specific ~~follows~~areas, including expanding the ~~two~~hedged risks permitted to be aggregated in groups of forecasted transactions, introducing an optional model for hedging choose-~~class~~your-rate ~~method~~debt instruments, expanding hedge accounting for forecasted purchases and issales ~~determined~~of bynonfinancial ~~dividing~~assets, eliminating the net ~~earnings~~written ~~available~~option totest ~~common~~in ~~shareholders~~certain byinstances, and eliminating recognition and presentation mismatches for dual hedge strategies. The standard is effective for the ~~weighted~~Company ~~average~~for ~~number~~annual ofperiods ~~common~~beginning ~~shares~~January ~~outstanding~~1, ~~including~~2027, ~~certain~~and ~~other~~interim ~~shares~~periods ~~committed~~within those annual periods, with early adoption permitted. The Company does not expect this guidance to behave ~~issued~~a material impact on its consolidated financial statements.

~~Basic~~Recently ~~Earnings~~Adopted ~~Per~~Accounting ~~Share~~Pronouncements ~~(EPS)~~

~~Basic~~In ~~EPS~~December is2023, ~~calculated~~the ~~using~~FASB ~~the~~issued ~~two~~ASU 2023-~~class~~09, ~~method~~Income Taxes (Topic 740): Improvements to Income Tax Disclosures, aswhich ~~prescribed~~requires disaggregation of rate reconciliation categories and income taxes paid by ~~ASC~~jurisdiction. ~~260-10-45-60~~The new standard was effective for the Company for the annual period beginning January 1, 2025 on a prospective basis, with a retrospective option, and early adoption is ~~computed~~permitted. asThe ~~follows:~~Company adopted this standard beginning in 2025 on a prospective basis. There was no impact to its consolidated financial statements upon adoption.

·In ~~Net~~July ~~earnings~~2025, ~~available~~the toFASB ~~common~~issued ~~shareholders~~ASU ~~represent~~2025-05, ~~net~~Financial ~~earnings~~Instruments to- ~~common~~Credit ~~shareholders~~Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, ~~adjusted~~which introduces a practical expedient for ~~the~~estimating ~~allocation~~expected ofcredit ~~earnings~~losses toon ~~participating~~current ~~securities~~accounts receivable and current contract assets arising from transactions under Topic 606. ·The ~~Losses~~practical ~~are~~expedient ~~not~~allows ~~allocated~~entities to ~~participating~~assume ~~securities~~that current conditions as of the balance sheet date would not change for the remaining life of the asset when evaluating expected credit losses. ·This ~~The~~standard ~~denominator~~is ~~includes~~effective ~~common~~for ~~shares~~the ~~outstanding~~Company ~~and~~for ~~certain~~the ~~other~~annual ~~shares~~and ~~committed~~interim toperiods bebeginning ~~issued~~January 1, ~~such~~2026, aswith ~~restricted~~early ~~stock~~adoption permitted, and ~~restricted~~should ~~stock~~be ~~units~~applied ~~(“RSUs”),~~prospectively. ~~for~~The ~~which~~Company adopted this standard beginning in 2025. There was no ~~future~~impact ~~service~~to isits ~~required~~consolidated financial statements upon adoption.

Page 2820 of 7158 Table of Contents

~~Diluted~~NOTE ~~Earnings~~5 ~~Per~~– ~~Share~~CASH ~~(EPS)~~AND CASH EQUIVALENTS

~~Diluted~~The ~~EPS~~Company ishad ~~calculated~~no ~~under~~cash ~~both~~equivalents ~~the~~as ~~two-class~~of ~~method~~March ~~and~~31, ~~the~~2026 ~~treasury~~and ~~stock~~December ~~method~~31, ~~and the more dilutive result is reported~~2025.

·The ~~Diluted~~Company ~~EPS~~ is ~~computed~~exposed byto ~~taking~~credit risk on its deposits with banking institutions to the ~~sum~~extent that such account balances exceed the Federal Deposit Insurance Corporation insurance limit of: $250,000. The Company did not have any such deposits in excess of those limits as of March 31, 2026 and December 31, 2025.

○NOTE ~~Net~~6 ~~earnings~~– ~~available~~ACCOUNTS 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:RECEIVABLE

■Accounts ~~Stock~~receivable ~~options~~consisted ■of ~~Warrants~~the ■following ~~Convertible~~as ~~preferred~~of ~~stock~~March ■31, ~~Convertible~~2026 ~~debt~~and December 31, 2025:

· 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.

	2026		2025

Accounts receivable	$	775,287	$	923,065
Less allowance for doubtful accounts		-		-
Subtotal		775,287		923,065
As described in Note 4, Basis of Presentation and Summary of Significant Accounting Policies - Discontinued Operations, the receivables associated with USS are reported in the Assets of Discontinued Operations caption on the balance sheet.				(77,515	)
Accounts receivable (net)	$	775,287	$	845,550

~~Net~~One ~~Loss~~client ~~Per~~represented ~~Share~~13% ~~Considerations~~of the total accounts receivable outstanding as of March 31, 2026 and no client represented more than 10% of revenues for the three months then ended. No individual client represented more than 10% of the total accounts receivable outstanding as of December 31, 2025 nor did any represent more than 10% of revenues for the three months ended March 31, 2025.

InBad ~~computing~~debt ~~net~~expense ~~loss~~was ~~per~~zero ~~share,~~for ~~unvested~~the ~~shares~~three ofmonths ~~common~~ended ~~stock~~March ~~are~~31, ~~excluded~~2026 ~~from~~and ~~the denominator~~2025.

~~Participating~~NOTE ~~Securities~~7 &– ~~Share-Based~~PROPERTY ~~Compensation~~AND EQUIPMENT

~~Restricted~~Property ~~stock~~ and ~~RSUs~~equipment ~~granted~~consisted ~~as part~~ of ~~share-based~~the ~~compensation~~following ~~contain~~as ~~nonforfeitable~~of ~~rights~~March to31, ~~dividends~~2026 and ~~dividend~~December ~~equivalents~~31, ~~respectively. Therefore~~2025:

· Before the requisite service is rendered for the right to retain the award, these instruments meet the definition of a participating security. · RSUs granted under an executive compensation plan, however, are not considered participating securities because the rights to dividend equivalents are forfeitable.

	2026			2025

Furniture and fixtures	$	155,809		$	140,000
Accumulated depreciation		(46,667	)		(23,333	)
Property and equipment (net)	$	109,142		$	116,667

~~Page~~Depreciation 29expense oftotaled 71$23,334 ~~Table~~and of$9,242 ~~Contents~~for the three months ended March 31, 2026 and 2025, respectively.

~~The~~Page ~~following~~21 ~~potentially~~of ~~dilutive~~58 ~~equity~~Table ~~securities outstanding as~~ of ~~September 30, 2025 and 2024 were as follows:~~Contents

		September 30,2025				September 30,2024
Warrants			4,140,000				1,625,000

NOTE 8 – INTANGIBLE ASSETS

~~Warrants~~Intangible ~~included~~assets asconsisted ~~commons~~of ~~stock~~the ~~equivalents~~following ~~represent~~as ~~those~~of ~~that~~March ~~are~~31, ~~fully~~2026 ~~vested~~ and ~~exercisable.~~ December 31, 2025:

Based on the potential common stock equivalents noted above at September 30, 2025, the Company has sufficient authorized shares of common stock (90,000,000) to settle any potential exercises of common stock equivalents.

	2026			2025

Contracts (Customer contracts and relationships)	$	1,371,000		$	1,371,000
Accumulated amortization		(314,188	)		(142,813	)
Intangible assets (net)	$	1,056,812		$	1,228,187

~~Subscriptions~~Amortization ~~Receivable~~expense totaled $171,375 and zero for the three months ended March 31, 2026 and 2025, respectively.

~~The~~Effective ~~Company~~October ~~records the~~15, ~~issuance~~2025 ofand ~~financial instruments~~ as offurther ~~the~~described ~~effective~~in ~~date.~~Note If3, ~~the~~Acquisitions ~~amounts~~and ~~are not funded upon issuance~~Dispositions, the Company ~~records~~acquired a ~~subscription~~ ~~receivable or~~business ~~shareholder~~wherein ~~receivable as~~ an intangible asset onof ~~the~~$1,371,000 ~~balance~~was ~~sheet.~~recorded ~~When~~which ~~subscription~~was ~~receivables~~attributed ~~or shareholder receivables are not received prior~~ to ~~the~~customer ~~balance~~contracts ~~sheet~~and ~~date~~relationships. ~~the~~This ~~subscription~~intangible ~~or shareholder receivable~~ is ~~reclassified~~being asamortized on a ~~contra~~straight-line ~~account~~basis toover ~~stockholder’s~~the ~~equity~~estimated ~~(deficit)~~remaining onlife ~~the~~of ~~balance~~those ~~sheet~~contracts inand ~~conformity~~relationships ~~with~~which ~~the~~is ~~provisions~~expected ofto ~~ASC~~average ~~505, Equity,~~two years.

~~Related~~NOTE ~~Parties~~9 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

~~The~~Accounts ~~Company~~payable ~~defines~~and ~~related~~accrued ~~parties~~liabilities inconsisted ~~accordance~~of ~~with~~the ~~ASC~~following ~~850,~~as ~~"Related~~of ~~Party~~March ~~Disclosures~~31," ~~and~~2026 ~~SEC Regulation S-X, Rule 4-08(k). Related parties include entities~~ and ~~individuals~~December ~~that~~31, ~~directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.~~2025:

Related parties include, but are not limited to:

	2026		2025

Accounts payable and accrued liabilities	$	1,577,401	$	1,677,846
Payroll tax liabilities		684,812		997,143
Accrued interest liabilities		1,538,095		1,420,030
Subtotal		3,800,308		4,095,019
As described in Note 4, Basis of Presentation and Summary of Significant Accounting Policies - Discontinued Operations, the liabilities associated with USS are reported in the Liabilities of Discontinued Operations caption on the balance sheet.		-		(877,514	)
Accounts payable (net)	$	3,800,308	$	3,217,505

·Page ~~Principal~~22 ~~owners~~ of ~~the~~58 ~~Company.~~Table ~~· 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.Contents

ANOTE ~~party~~10 is– ~~considered~~NOTES 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.PAYABLE

~~Page~~Notes 30payable consisted of 71the ~~Table~~following as of ~~Contents~~March 31, 2026 and December 31, 2025:

The Company discloses all material related party transactions, including:

		2026		2025

a)	On October 31, 2025 and as further described in Note 3, Acquisition and Dispositions, Centinela issued a note in the amount of $140,000 in connection with the purchase of several vehicles for that same amount. The note is collateralized by the vehicles, has no stated interest rate, and requires eighteen monthly payments of $7,778.	$	101,111	$	132,222

b)	On September 15, 2022, Gladiator issued a note in the amount of $150,000 to Kapitus Servicing, Inc. wherein Gladiator agreed to repay the note in weekly installments of $3,003 consisting of principal and interest over a 15-month period resulting in an effective interest rate of 24% per annum. The Company fell behind in payments and presently the parties are in litigation with Kapitus in connection with this note and other business matters.		122,973		122,973

c)	On September 23, 2021, USS issued a note in the amount of $637,500 to Henry Sierra in connection with his separation from USS and the repurchase of stock certain equity interests held by him. Ultimately the principal amount was reduced to $231,955 and in connection with the acquisition of USS in 2021 this note was assigned a value of $148,946. On February 28, 2026 and as described in Note 3, Acquisitions and Dispositions, the Company sold 100% of its equity interest in USS.		-		148,946
			-		-
Subtotal			224,084		404,141
	As described in Note 4, Basis of Presentation and Summary of Significant Accounting Policies - Discontinued Operations, the liability associated with the note described in “c” above is reported in the Liabilities of Discontinued Operations caption on the balance sheet.		-		(148,946	)

Total		$	224,084	$	255,195

·Page ~~The~~23 ~~nature~~ of ~~the~~58 ~~relationship~~Table ~~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.Contents

~~Disclosures~~NOTE ~~are~~11 ~~made~~– inCONVERTIBLE ~~accordance~~NOTES 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.PAYABLE

~~During~~Convertible ~~2024,~~notes ~~the~~payable ~~Company~~consisted ~~determined~~of ~~that~~ the ~~balance~~following ofas ~~$7,400, which was due from a former member~~ of ~~Gladiator~~March ~~management~~31, ~~was~~2026 ~~uncollectible. The~~and ~~Company~~December ~~has recorded this as bad debt expense – related party~~31, ~~which is a component of general and administrative expenses in the accompanying consolidated statements of operations.~~2025:

Recent Accounting Standards

	2026		2025

On February 8 and 26, 2021, Gladiator issued two promissory notes in the total principal amount of $35,000 to Pink Holdings which accrued interest at 6% per annum and matured one year after issuance.	$	35,000	$	35,000

~~ASU~~These ~~2022~~notes contain terms which provide the holder with the option to convert any portion of the outstanding principal and accrued interest amounts into fully paid and non-02assessable –shares ~~Financial~~of ~~Instruments~~common –stock ~~Credit~~of ~~Losses~~the ~~(Topic~~Company ~~326):~~at ~~Troubled~~10% ~~Debt~~of ~~Restructurings~~the lowest trading price during the five trading days period immediately prior to the conversion date. Since these notes contain an embedded conversion feature with a conversion price that could result in the issuance of an indeterminate amount of shares of common stock in the future, such feature has been bifurcated from the notes and ~~Vintage~~accounted ~~Disclosures~~for as a derivative liability as described in Note 13, Derivative Liabilities.

InNOTE ~~March~~12 ~~2022,~~– ~~the~~LOANS ~~FASB issued ASU 2022-02, which:~~PAYABLE

·Loans ~~Eliminates~~payable ~~the~~consisted ~~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~~following ~~guidance~~as ~~under~~of ~~ASC~~March ~~326~~31, ~~"Financial~~2026 ~~Instruments~~and –December ~~Credit Losses~~31," ~~to enhance disclosures regarding loan refinancings and restructurings for borrowers experiencing financial difficulty.~~2025:

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.

		2026		2025

a)	On March 3, 2021, Gladiator entered into a loan agreement with the Small Business Administration in the amount of $67,800. This loan accrues interest at the annual rate of 3.75% and matures on March 3, 2051. The Company has accrued interest of $12,915 and $ 12,281 in connection with this note as of March 31, 2026 and December 31, 2025. Such principal and accrued interest has been classified in Long Term Liabilities - Other.	$	67,800	$	67,800

b)	On September 16, 2022, Gladiator entered into a loan agreement with Pinnacle Business Funding, LLC wherein it borrowed $145,500 and agreed to repay the loan in weekly payments of $6,328. The Company has not fully complied with the terms of this agreement and payments totaling $24,000 remain outstanding as of March 31, 2026 and December 31, 2025.		24,000		24,000

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

c)	On December 9, 2022, Gladiator entered into a loan agreement with Quattro Capital in the amount of $250,000 in connection with the financing of inventory purchases. The note is collateralized by such inventory, accrues interest at the rate of 150% per annum, and required repayment within 60 days. If not paid upon maturity, the interest rate increased to $1,200 per day resulting in an effective interest rate of approximately 175% per annum. The Company has accrued interest of $1,385,617 and $1,276,417 in connection with this note as of March 31, 2026 and December 31, 2025, respectively, and classified such amounts in the Accounts Payable and Accrued Expenses caption on the balance sheet.		250,000		250,000

Total		$	341,800	$	341,800

InNOTE ~~November~~13 ~~2023,~~– ~~the~~DERIVATIVE ~~FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by:~~LIABILITIES

·The ~~Requiring~~notes ~~enhanced~~described ~~disclosures~~in Note 11, Convertible Notes Payable, contained embedded conversion options with a conversion price that could result in the issuance of ~~significant~~an ~~segment~~indeterminate ~~expenses~~amount of shares of common stock in the future to settle the host contract. ·Accordingly, ~~Aligning~~the ~~segment~~embedded ~~reporting~~conversion ~~requirements~~options ~~with~~were ~~information~~bifurcated ~~regularly~~from ~~reviewed~~the byconvertible ~~management~~notes and treated as a liability. The fair value of such liability amounts was calculated using “Level 3” type inputs (as described in Note 4, Summary Of Significant Accounting Policies - Fair Value Of Financial Instruments) and marked to market at the end of each reporting period.

~~The~~During ~~Company~~the ~~adopted~~three ~~ASU~~months ~~2023-07~~ended onMarch ~~January~~31, 12026 and 2025, ~~2024.~~the ~~The~~Company ~~adoption~~estimated ~~did~~the ~~not~~fair ~~have~~value aof ~~material~~its ~~impact~~embedded conversion option liabilities on ~~the~~those ~~Company's~~remeasurement ~~consolidated~~dates ~~financial~~with ~~statements.~~the following inputs:

Page 31 of 71 Table of Contents

	2026			2025

Expected term (in years)		1.0			1.0
Volatility		80	%		64	%
Dividends	None			None
Risk-free interest rate		3.7	%		4.0	%

~~Recently~~The ~~Issued~~changes ~~Accounting~~in ~~Standards~~derivative ~~Not~~liabilities ~~Yet~~during ~~Adopted~~the three months ended March 31, 2026 and 2025 were as follows:

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

	2026			2025

Beginning of year	$	392,747		$	338,061
Mark-to-market adjustment		(39,187	)		(31,306	)
End of period	$	353,560		$	306,755

InPage ~~December~~24 ~~2023,~~of ~~the~~58 ~~FASB~~Table ~~issued~~of ~~ASU 2023-09, which enhances income tax disclosure requirements by:~~Contents

·NOTE ~~Standardizing~~14 ~~and~~– ~~disaggregating~~COMMITMENTS ~~rate~~AND ~~reconciliation categories. · Requiring disclosure of income taxes paid by jurisdiction.~~CONTINGENCIES

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

The ~~Company~~tables ~~adopted~~below ~~ASU~~present ~~2023-07~~information onregarding ~~January~~the 1,Company’s ~~2025.~~operating ~~The~~lease ~~adoption~~and ~~did~~liability ~~not~~as ~~have~~of aMarch ~~material~~31, ~~impact~~2026 onand ~~the~~December ~~Company's~~31, ~~consolidated financial statements.~~2025:

Other Accounting Standards Updates

	2026		2025
Assets and liabilities:

Operating lease right-of-use asset	$	-	$	175,450
Operating lease liability	$	-	$	207,808
Weighted-average remaining lease term (in years)		-		2.1
Weighted-average discount rate		-		8.0	%

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.

Components of lease expense:

Amortization of right-of-use operating lease asset	$	-	$	84,216
Lease liability in connection with obligation payment		-		20,300
Total operating lease cost	$	-	$	104,516

~~Other~~Consulting ~~Recent Updates~~Agreements

~~Various~~Effective ~~other~~October ~~ASUs~~15, ~~have~~2025 ~~been~~and ~~issued~~in ~~that~~connection ~~primarily~~with ~~contain~~the ~~technical~~acquisition ~~corrections~~discussed orin ~~industry-specific~~Note ~~guidance.~~3, ~~These~~Acquisition, ~~updates~~Sentry ~~are~~entered ~~either~~into ~~not~~a ~~applicable~~consulting toagreement with the ~~Company~~seller orof ~~not~~that ~~expected~~business tothrough ~~have~~April a15, ~~material~~2026 ~~impact~~wherein onSentry ~~the~~is ~~Company’s~~obligated ~~consolidated~~to ~~financial~~compensate ~~position~~that individual $50,000 ~~results~~per ofmonth. ~~operations~~Remaining payments due to this individual total $175,000 oras ~~cash~~of ~~flows~~March 31, 2026.

~~Reclassifications~~Effective October 28, 2025, Sentinel entered into a consulting agreement with Padang Padang, Ltd (“Padang”), a related party, through October 2026 wherein Sentinel is obligated to compensate Padang $20,000 per month. Remaining payments due to Padang under the terms of this agreement total $205,000 as of March 31, 2026.

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.

Page 32 of 71 Table of Contents

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	September 30, 2025			December 31, 2024			Estimated UsefulLives (Years)
Furniture and fixtures	$	37,271		$	37,271			7
Vehicles		205,728			171,901			5
		242,999			209,172
Accumulated depreciation		(131,582	)		(104,172	)
Total property and equipment - net	$	111,417		$	105,000

Depreciation and amortization expense for the three months ended September 30, 2025 and 2024 was $10,286 and $10,339, respectively.

Depreciation and amortization expense for the nine months ended September 30, 2025 and 2024 was $34,310 and $31,018, respectively.

During the nine months ended September 30, 2025, the Company donated several vehicles to charitable organizations with a book value of $3,652.

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

Page 33 of 71 Table of Contents

NOTE 4 – INTANGIBLE ASSETS

Intangible assets consisted of the following:

	September 30,2025			December 31,2024
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	)		(2,851,363	)
Less: impairment loss		(2,088,274	)		(2,088,274	)
Total intangible assets - net	$	-		$	-

During the three and six months ended September 30, 2025 and 2024, the Company recognized no impairment losses.

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.

Page 34 of 71 Table of Contents

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at September 30, 2025 and December 31, 2024 were as follows:

	September 30, 2025		December 31, 2024
Accounts payable and accrued liabilities	$	724,916	$	827,025
Payroll tax liabilities		2,740,809		1,729,120
Accrued interest payable		1,328,086		972,510
Accounts payable and accrued liabilities	$	4,793,811	$	3,528,655

As of September 30, 2025, the Company has accrued payroll and related payroll tax liabilities totaling $2,740,809. This amount includes $1,802,771 of payments made that were remitted on a timely basis to the appropriate taxing authorities during fiscal 2024, but subsequently refunded to the Company 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 in connection with accrued payroll tax liabilities of approximately $822,000, which at this time, we are unable to estimate.

Page 35 of 71 Table of Contents

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 as of September 30, 2025 and December 31, 2024, respectively.

Notes Payable

The following table summarizes the outstanding notes payable amount owed by the Company as of September 30, 2025 and December 31, 2024:

		September 30, 2025		December 31, 2024
Kapitus	(a)	$	122,973	$	122,973
Henry Sierra	(b)		148,946		148,946
Clearview	(c)		54,415		139,971
Total			326,334		411,890
Notes payable - current			326,334		411,890
Notes payable - long-term		$	-	$	-

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). The Company accrued interest payable of $89,795 and $67,759, respectively, on this note as of September 30, 2025 and December 31, 2024. 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 a 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 September 30, 2025 and December 31, 2024, the note had an outstanding principal of $148,946, respectively. c) On June 5, 2024, USS entered into a promissory note agreement with Clearview Funding Solutions for $200,000, which matured 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 September 30, 2025 and December 31, 2024, the note had an outstanding balance of $54,415 and $139,971, respectively. d) 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 note was satisfied in full during the year ended December 31, 2024.

Page 36 of 71 Table of Contents

Loans Payable

The following table summarizes the outstanding notes payable amount owed by the Company as of September 30, 2025 and December 31, 2024:

		September 30, 2025			December 31, 2024
Quattro Capital	(a)	$	250,000		$	250,000
Merchant cash advances	(b)		24,000			24,000
Vehicle loans	(c)		44,361			33,958
Bayview Funding	(d)		216,196			94,881
SBA Loan	(e)		67,800			67,800
Padilla	(f)		-			75,001
Other			1,519			0
Total			603,876			545,640
Loans payable - current			(603,876	)		(477,840	)
Loans payable - long-term		$	0		$	67,800

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 recorded an accrued interest (including penalty interest) liability of $ 1,213,625 and $889,625 as of September 30, 2025 and December 31, 2024, respectively.

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 September 30, 2025 and December 31, 2024, $24,000 and $24,000 remains outstanding, respectively.

Page 37 of 71 Table of Contents

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. In July the Company borrowed $40,727 in connection with the purchase of an additional vehicle. At September 30, 2025 and December 31, 2024, the total amount outstanding in connection with such loans totaled $44,361 and $33,958, respectively, with 3 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. 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 from this facility have been used to fund general working capital needs. The Company pays 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 a term of 12 months and is automatically 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 60 days prior written notice and paying an early termination fee equal to 0.50% of the maximum credit amount. As of September 30, 2025 and December 31, 2024, the principal balance outstanding under this facility was $216,196 and $94,881, respectively, and the Company has a reserve balance on deposit with the Purchaser of $9,042 and $8,171 as of September 30, 2025 and December 31, 2024, 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 June 30, 2025 and December 31, 2024 is $12,151 and $9,920, 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.

Page 38 of 71 Table of Contents

Convertible Notes

On February 8, 2021, Gladiator entered into a note agreement with Pink Holdings LLC. and 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 Gladiator at 10% of the lowest trading price during the 5-trading day period ending on the conversion date per share. As of September 30, 2025 and December 31, 2024, the Company had accrued $3,446 and $2,693, 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 June 30, 2025 and December 31, 2024, the Company accrued $9,208 and $7,805, 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 September 30, 2025, these notes remain outstanding 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.

During the nine months ended September 30, 2025 and the year ended December 31, 2024, 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:

	September 30, 2025			December 31, 2024
Expected term (years)		1.00			1.00
Expected volatility	30%-80		%	62%-84		%
Expected dividends	None			None
Risk free interest rate	3.6%-4.0		%	4.0%-5.1		%

Page 39 of 71 Table of Contents

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 September 30, 2025 and December 31, 2024:

Derivative liabilities - December 31, 2024	$	338,016
Fair value mark to market adjustment		(31,306	)
Derivative liabilities - March 31, 2025		306,710
Fair value mark to market adjustment		16,000
Derivative liabilities - June 30, 2025	$	322,710
Fair value mark to market adjustment		(7,676	)
Derivative liabilities - September 30, 2025	$	315,034

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

During the three months ended September 30, 2025 and 2024, the Company recorded a change in the fair of derivative liabilities resulting in gains/(losses)of $7,676 and ($49,812) respectively.

During the nine months ended September 30, 2025 and 2024, the Company recorded a change in fair of derivative liabilities resulting in gains/(losses) of $23,027 and ($191,483), 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 September 30, 2025 and December 31, 2024:

	September 30, 2025
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	315,034	$	315,034
Total	$	-	$	-	$	315,034	$	315,034

	December 31, 2024
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	338,061	$	338,061
Total	$	-	$	-	$	338,061	$	338,061

Page 40 of 71 Table of Contents

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:

· 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.

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. · 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.
	·	Short-term leases (12 months or less, without purchase or renewal options) are not recorded on the balance sheet.

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Lease Term and Expense Recognition

· Lease liabilities include options to extend or terminate when reasonably certain of exercise. · 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.

Lease Commitments

As of September 30, 2024 and December 31, 2024, the Company had no finance leases under ASC 842.

In July 2020, the Company entered into an office lease for its administrative operations, (the “Saratoga Lease”). That lease had a term of four years and expired on July 31, 2024. As of March 31, 2023, the Company was in default for the Saratoga Lease due to non-payment of rent. The Company subsequently entered into a settlement agreement with the landlord wherein the lease was terminated and the Company agreed to pay the landlord the balance due over a period of time. As of September 30, 2025 and December 31, 2024, remaining amounts of $15,000 and $17,500 were outstanding under that agreement.

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.

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The tables below present information regarding the Company's operating lease assets and liabilities at September 30, 2025 and December 31, 2024, respectively:

	September 30, 2025			December 31, 2024
Assets
Operating lease - right-of-use asset	$	196,504		$	259,666
Liabilities
Operating lease liability	$	229,403		$	291,169
Weighted-average remaining lease term (years)		2.3			3.1
Weighted-average discount rate		8.00	%		8.00	%

The components of lease expense were as follows:

	September 30, 2025		September 30, 2024
Operating lease costs
Amortization of right-of-use operating lease asset	$	63,162	$	63,162
Lease liability expense in connection with obligation repayment		15,855	$	20,368
Total operating lease costs	$	79,017	$	83,530
Supplemental cash flow information related to operating leases was as follows:
Operating cash outflows from operating lease (obligation payment)	$	77,621	$	73,391
Right-of-use asset obtained in exchange for new operating lease liability	$	-	$	-

Page 43 of 71 Table of Contents

Future minimum lease payments under non-cancellable leases as of September 30, 2025 were as follows:

2025 (3 Months)	$	26,040
2026		107,020
2027		110,228
2028		9,208
Total undiscounted cash flows		252,496
Less: amount representing interest		(23,093	)
Present value of operating lease liability		229,403
Less: current portion of operating lease liability		(91,153	)
Long-term operating lease liability	$	138,250

Legal Matters

The Company, as previously indicated, is subject to litigation claims arising in the ordinary course of business. ~~The~~In ~~Company~~that ~~records~~regard, ~~litigation~~the ~~accruals~~Company ~~for~~has ~~legal~~assessed ~~matters~~each ~~which~~matter ~~are~~individually ~~both~~and ~~probable~~has ~~and~~recorded ~~estimable~~aggregated ~~and~~estimated liabilities for ~~related~~litigation ~~legal~~claims ~~costs~~of $347,325 as ~~incurred~~of March 31, 2026 and December 31, 2025. The Company ~~does~~is not ~~reduce~~aware ~~these~~of ~~liabilities~~any ~~for~~litigation, ~~potential~~pending ~~insurance~~litigation, or ~~third-party~~other ~~recoveries.~~transactions that, in the opinion of management, would require specific disclosure as of those dates to prevent the financial statements from being misleading.

AsPage 25 of ~~September~~58 ~~30,~~Table ~~2025 and December 31, 2024, respectively, the Company is not aware~~ of ~~any litigation, pending litigation, or other transactions that would require accrual or disclosure, except for the following:~~Contents

~~Gladiator~~NOTE 15 – STOCKHOLDERS’ EQUITY (DEFICIT)

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~~Preferred ~~pattern, but management intends to reinvest~~ and ~~relaunch~~Common 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.Stock

~~Page~~The 44Company had two classes of 71stock ~~Table~~authorized (Preferred Stock and Common Stock) and three classes of ~~Contents~~stock issued and outstanding (Preferred Stock Series A, Preferred Stock Series B, and Common Stock) as of March 31, 2026 and December 31, 2025. The rights and preferences of each are summarized as follows:

~~NOTE~~i) 10Preferred ~~– STOCKHOLDERS’ DEFICIT~~Stock

At September 30, 2025 and December 31, 2024, respectively, the Company had preferred and common stock authorized and designated as follows:

Number of shares authorized		10,000,000
Par value	$	0.001
Voting rights	None
Dividend rights	None
Redemption rights	None
Conversion rights	None
Liquidation preference	None

ii) Preferred Stock Series A

	-	·	10,000,000 shares authorized
Number of Preferred Stock shares designated as Series A			2,000,000
	-	·	Par value - $0.001
Number of shares issued and outstanding as of:
	-	·	Voting – none
March 31, 2026			2,000,000
	-	·	Dividends - none
December 31, 2025			2,000,000
	-	·	Liquidation preference – none
Par value		$	0.001
	-	·	Rights of redemption - none
Voting rights		30 votes per share
	-	·	Conversion rights - none
Dividend rights		None
Redemption rights		None
Conversion rights		None
Liquidation preference		None

iii) Preferred Stock – Series A B

	-	·	2,000,000 shares designated
Number of Preferred Stock shares designated as Series B			1,000,000
	-	·	400,000 issued and outstanding at September 30, 2025 and December 31, 2024, respectively
Number of shares issued and outstanding as of:
	-	·	Par value - $0.001
March 31, 2026			75,000
	-	·	Voting – 30 votes per share
December 31, 2025			75,000
	-	·	Dividends - none
Par value		$	0.001
	-	·	Liquidation preference – none
Voting rights		10 votes per share
	-	·	Rights of redemption - none
Dividend rights		None
	-	·	Conversion rights - none
Redemption rights		None
Conversion rights		50 common shares per share
Liquidation preference		None

~~Preferred~~Page ~~Stock~~26 –of ~~Series~~58 B Table of Contents

-	·	1,000,000 shares authorized
-	·	65,000 and 50,000 issued and outstanding at September 30, 2025 and December 31, 2024, 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

iv)

Common Stock

Page 45 of 71 Table of Contents

Number of shares designated		90,000,000
Number of shares issued and outstanding as of:
March 31, 2026		9,690,429
December 31, 2025		9,690,429
Par value	$	0.001
Voting rights	1 vote per share
Dividend rights	None
Redemption rights	None

~~Common~~b) ~~Stock~~Financing Activities

-	·	90,000,000 shares authorized
-	·	9,506,429 and 9,371,429 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
-	·	Par value - $0.001
-	·	Voting - 1 vote per share

The Company issued shares of preferred stock, common stock, and warrants in connection with financing activities during the three months ended March 31, 2026 and the years ended December 31, 2025 and 2024. Such activities are summarized as follows:

~~Equity~~During ~~Transactions for~~ the ~~Nine~~three ~~Months~~months ~~Ended~~ended ~~June~~March 3031, ~~2025~~2026:

~~Stock~~On ~~Issued~~February ~~for~~3, ~~Cash~~2026, –the Company sold 350,000 Warrant Units to a private investor at $1.00 per Unit and received cash proceeds of $350,000. Each Unit consists of one Pre-Funded Warrant to purchase one share of Common Stock at $0.001 per share. All warrants were fully vested upon issuance and the warrant agreement did not specify an expiration date.

OnDuring ~~June 24, 2025,~~ the ~~Company~~year ~~issued~~ended ~~135,000~~December ~~shares of common stock at $1.00 per share through which it received cash proceeds of $135~~31,~~000.~~ 2025:

Stock Issued for Services – Series B Preferred Stock

	i)	On June 24, 2025, the Company issued 135,000 shares of common stock at $1.00 per share to a private investor and received cash proceeds of $135,000.

	ii)	On June 24, 2025, the Company issued 15,000 shares of Preferred Stock Series B to a consultant for services with a fair value of $750,000.

		The Company’s Preferred Stock Series B is not traded on a public exchange and therefore lacks an observable market price. As a result, the Company estimated the fair value of such shares in accordance with the provisions of ASC 718, Compensation - Stock Compensation. Specifically, each share of Preferred Stock Series B was deemed to have a value of $50 per share as each such share is convertible into 50 shares of Common Stock. Further, each share of Common Stock was deemed by Management to have a value of $1.00 per share based upon the most recent cash the price paid per common share by third-party investors earlier in that same quarter. That value was deemed to be the best and most reliable indicator of the value for the Company’s common shares at the time of this transaction. Therefore, the value of $750,000 was calculated as follows:

OnPage ~~June~~27 ~~24,~~of ~~2025,~~58 ~~the~~Table ~~Company issued 15,000 shares~~ of ~~Class B Preferred Stock to Orion 4 in exchange for services rendered.~~Contents

The Company’s Class B Preferred Stock is not traded on a public exchange and therefore lacks an observable market price. As a result, the Company estimated the fair value of such shares in accordance with the provisions of ASC 470, Debt, and valued the transaction at $750,000 as described below.

Quantity of Preferred Stock Series B shares issued		15,000
Conversion ratio of Preferred Stock Series B into Common Stock		50
Equivalent quantity of common shares		750,000
Cash offering price of common shares	$	1.00
Value of Preferred Stock Series B shares issued	$	750,000

Each share of Series B Preferred Stock was deemed to have a value of $50 per share as each such share is convertible into 50 shares of Common Stock. Further, each share of Common Stock was deemed by management to have a value of $1.00 per share based upon the most recent cash the price paid per common share by third-party investors earlier in the same quarter. Such value was deemed to be the best and most reliable indicator of the value for the Company’s common shares at the time of the transaction.

	iii)	On June 24, 2025, the Company extended the expiration date of certain outstanding warrants held by a private investor for the purchase of up to 1,000,000 shares of Common Stock at $3.50 per share to a new expiration date of July 27, 2027. The Company did not receive any consideration for this action nor did it attribute any value to it.

	iv)	On various dates from July 23, 2025 through September 23, 2025, the Company sold a total of 1,685,000 Warrant Units to private investors at $1.00 per Unit for the purchase of up to a total of 3,370,000 shares of Common Stock and received cash proceeds of $1,685,000

		Each Unit consists of one Series A Warrant to purchase one share of Common Stock at $3.50 per share and one Pre-Funded Warrant to purchase one share of Common Stock at $0.001 per share. All warrants were fully vested upon issuance and expire on various dates from September 24, 2030 to October 8, 2030. Such Units, and specifically the Pre-Funded Warrants contained within, were accounted for as equity instruments in accordance with the provisions of ASC 815-40-25 because:

Quantity of Series B, preferred stock issued for services		15,000
Conversion ratio of Series B, preferred stock into common stock		50
Equivalent common stock		750,000
Cash offering price for common shares	$	1.00
Value of Series B, preferred stock issued	$	750,000

	·	The warrants are indexed to the Company’s common stock;
	·	The Company is not required to settle the warrants with cash;
	·	The Company has sufficient authorized and unissued shares available to settle the warrants; and
	·	The warrants contain an explicit limit on the number of shares to be delivered upon settlement.

~~Page~~v) 46On October 28, 2025, the Company issued 1,600,000 shares of 71Preferred ~~Table~~Stock Series A to a related party as partial compensation valued at $1,600 for consulting services as further described in Note 21, Related Party Transactions. Shares of ~~Contents~~Preferred Stock Series A have voting rights, but they do not accrue dividends nor do they have any redemption rights, conversion rights, or liquidation preferences. Therefore, consistent with previous accounting for such issuances, such shares were valued at their par value of $0.001 per share.

~~Equity~~Page ~~Transactions~~28 ~~for~~of ~~the~~58 ~~Year~~Table ~~Ended~~of ~~December 31, 2024~~Contents

vi) On October 30, 2025, the Company issued 10,000 shares of Preferred Stock ~~Issued~~Series ~~For~~B ~~Cash~~to a related party, the Company’s President and CEO, as compensation valued at $500,000 for services performed in connection with an acquisition in October 2025 as further described in Note 3, Acquisition, and Note 21, Related Party Transactions. This amount was recorded as an expense in the statement of operations and classified in general and administrative expenses. The Company’s Preferred Stock Series B is not traded on a public exchange and therefore lacks an observable market price. As a result, the Company estimated the fair value of such shares in accordance with the provisions of ASC 718, Compensation - Stock Compensation. Specifically, each share of Preferred Stock Series B was deemed to have a value of $50 per share as each such share is convertible into 50 shares of Common Stock. Further, each share of Common Stock was deemed by Management to have a value of $1.00 per share based upon the most recent cash the price paid per common share by third-party investors earlier in the same quarter. That value was deemed to be the best and most reliable indicator of the value for the Company’s common shares at the time of this transaction. Therefore, the value of $500,000 was calculated as follows:

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.

Quantity of Preferred Stock Series B shares issued		10,000
Conversion ratio of Preferred Stock Series B into Common Stock		50
Equivalent quantity of common shares		500,000
Cash offering price of common shares	$	1.00
Value of Preferred Stock Series B shares issued	$	500,000

vii) On ~~June~~December 2812, ~~2024~~2025, the Company ~~issued~~adopted ~~100,000~~the ~~units~~2025 ~~consisting~~Sentinel ofEquity ~~one~~Incentive ~~share~~Plan ofand ~~common~~approved ~~stock~~the ~~and~~issuance ~~one~~of ~~warrant.~~184,000 ~~The~~shares ~~units~~of ~~were~~Common ~~sold~~Stock atto ~~$1/unit~~employees ~~for~~with a ~~subscription~~fair ~~amount~~value of $~~100~~184,000 in recognition of services rendered. ~~The~~Each ~~warrants~~share ~~are~~of ~~exercisable~~Common ~~immediately~~Stock atwas deemed by Management to have a value of $31.~~50/~~00 per share based upon the most recent cash the price paid per common share by third-party investors during the second quarter of that year. That value was deemed to be the best and ~~expire~~most onreliable ~~December~~indicator ~~31,~~of ~~2026~~the value for the Company’s common shares at the time of this transaction.

OnDuring ~~July 25, 2024,~~ the ~~Company~~year ~~issued~~ended 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.~~2024:

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.

	i)	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 shares pursuant to the terms of the Gladiator Stock Purchase Agreement of December 19, 2021 due to Gladiator’s lack of performance.

	ii)	On April 8, 2024 and as more fully described in Note 21, Related Party Transactions, the Company issued 550,000 warrants to a related party, the Company’s majority shareholder, for the purchase of 550,000 shares of Common Stock at $3.50 per share valued at $1,138,500 as compensation for consulting services. All warrants were fully vested upon issuance and expire on April 8, 2026

OnPage ~~August~~29 ~~12, 2024, the Company issued 50,000 units consisting~~ of ~~one~~58 ~~share~~Table 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.~~Contents

OnThe ~~August~~Company ~~26,~~estimated ~~2024,~~ the ~~Company~~fair ~~issued~~value ~~17,500 shares~~ of ~~common~~such ~~stock~~warrants atwith ~~$1/share~~the ~~for~~following ~~gross proceeds of $17,500.~~ inputs:

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

Expected term (in years)		2.7
Volatility		52%
Dividends	None
Risk-free interest rate		4.6%

iii) On ~~October~~June 308, 2024 and June 28, 2024, the Company sold a total of 175,000 Units to private investors at $1.00 per Unit, issued 20175,000 ~~units~~shares ~~consisting~~of Common Stock, and received cash proceeds of $175,000. Each Unit consisted of one share of ~~common~~Common ~~stock~~Stock and one warrant to purchase one share of Common Stock at $3.50 ~~The~~per ~~units~~share. All warrants were fully vested upon issuance and expire on December 31, 2026. iv) On various dates from July 25, 2024 through August 12, 2024, the Company sold a total of 275,000 Units to private investors at $1~~/unit~~.00 ~~for~~per ~~gross~~Unit, issued 275,000 shares of Common Stock, and received cash proceeds of $20275,000. ~~The~~Each ~~warrants~~Unit ~~are~~consisted ~~exercisable~~of ~~immediately~~one share of Common Stock and one warrant to purchase one share of Common Stock at $3.50/ per share. All warrants were fully vested upon issuance and expire on ~~October~~December 3031, 2026. v) On August 26, 2024, the Company issued 35,000 shares of common stock at $1.00 per share to private investors and received cash proceeds of $35,000. vi) On September 6, 2024, the Company issued 50,000 shares of Preferred Stock Series B to a related party, the Company’s majority shareholder, as compensation valued at $2,500,000 for consulting services as further described in Note 21, Related Party Transactions. The Company’s Preferred Stock Series B is not traded on a public exchange and therefore lacks an observable market price. As a result, the Company estimated the fair value of such shares in accordance with the provisions of ASC 718, Compensation - Stock Compensation. Specifically, each share of Preferred Stock Series B was deemed to have a value of $50 per share as each such share is convertible into 50 shares of Common Stock. Further, each share of Common Stock was deemed by Management to have a value of $1.00 per share based upon the most recent cash the price paid per common share by third-party investors earlier in the same quarter. That value was deemed to be the best and most reliable indicator of the value for the Company’s common shares at the time of this transaction. Therefore, the value of $2,500,000 was calculated as follows:

OnPage ~~November~~30 ~~4, 2024, the Company issued 250,000 units consisting~~ of ~~one~~58 ~~share~~Table 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.Contents

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

Quantity of Preferred Stock Series B shares issued		50,000
Conversion ratio of Preferred Stock Series B into Common Stock		50
Equivalent quantity of common shares		2,500,000
Cash offering price of common shares	$	1.00
Value of Preferred Stock Series B shares issued	$	2,500,000

~~Page~~vii) 47On October 30, 2024, the Company sold a total of 7120,000 ~~Table~~Units to private investors at $1.00 per Unit, issued 20,000 shares of ~~Contents~~Common Stock, and received cash proceeds of $20,000. Each Unit consisted of one share of Common Stock and one warrant to purchase one share of Common Stock at $3.50 per share. All warrants were fully vested upon issuance and expire on October 30, 2026. viii) On November 4, 2024, the Company sold a total of 250,000 Units to private investors at $1.00 per Unit, issued 250,000 shares of Common Stock, and received cash proceeds of $250,000. Each Unit consisted of one share of Common Stock and one warrant to purchase one share of Common Stock at $3.50 per share. All warrants were fully vested upon issuance and expire on December 31, 2026. ix) On December 9, 2024, the Company issued 50,000 shares of common stock at $1.00 per share to private investors and received cash proceeds of $50,000.

~~Stock~~c) ~~Issued~~Warrant toActivities aWarrant ~~Related~~activities ~~Party~~described in detail in the preceding section for ~~Services~~the -three ~~Series~~months Bended ~~Preferred~~March ~~Stock~~31, 2026 and for the years ended December 31, 2025 and 2024 are summarized as follows:

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.

					Weighted
					Average
			Weighted		Remaining
	Number		Average		Contractual		Aggregate
	Of		Exercise		Term		Intrinsic
	Warrants		Price		(In Years)		Value
Outstanding and exercisable as of January 1, 2024		1,000,000	$	3.50		1.6	$	2,500,000
Issued during 2024		1,270,000	$	3.50		2.2		n/a
Outstanding and exercisable as of December 31, 2024		2,270,000	$	3.50		2.1	$	3,382,300
Issued during 2025		3,370,000	$	1.75		5.1		n/a
Outstanding and exercisable as of January 1, 2025		5,640,000	$	2.45		3.3	$	20,954,615
Issued during 2026		350,000	$	0.01		-		n/a
Outstanding and exercisable as of March 31, 2026		5,990,000	$	2.45		3.0	$	23,361,000

OnThe ~~September~~aggregate 6,intrinsic ~~2024,~~value ~~the~~was ~~Company~~calculated ~~issued~~using 50$6.00,~~000~~ ~~shares of Class B preferred stock~~$4.99, ~~having a fair value of~~ $26.17,~~500,000~~ (and $~~1/share)~~6.35 asper ashare ~~consulting~~for ~~fee~~January to1, ~~its~~2024, ~~majority~~December ~~shareholder~~31, ~~based~~2024, ~~upon~~December ~~the~~31, ~~most~~2025, ~~recent~~and ~~third-party~~March ~~cash~~31, ~~offering price for common stock~~2026, ~~which represents the best value of fair value~~respectively.

~~The~~Page ~~Company~~31 ~~determined~~of ~~the~~58 ~~valuation~~Table of ~~this transaction as follows:~~Contents

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

NOTE 16 – REVENUE

~~Stock~~The ~~Issuance~~Company ~~and~~derived ~~Related~~revenue ~~Cancellation~~exclusively –from ~~Gladiator~~services ~~Stock~~during ~~Purchase~~the years ended December 31, 2025 and 2024.

~~Pursuant~~Revenue tois ~~the~~recognized ~~terms~~in ofaccordance ~~the~~with ~~Gladiator~~accounting ~~Stock~~policy ~~Purchase~~previously ~~Agreement~~discussed ~~dated December 19, 2021, JMTM acquired 87% of the issued~~ and ~~outstanding~~most ~~stock~~clients ~~for~~are ~~866,667~~invoiced ~~JMTM~~on ~~common shares, with an “Earnout / Share Adjustment” clause offering additional shares for reaching certain revenue and earning benchmarks and~~ a ~~claw-back~~weekly ~~of the original shares for low performance~~basis. ~~Accordingly,~~ ~~due~~There toare ano ~~lack~~ right-of-return ~~performance~~considerations ~~the~~and ~~Company~~uncollectable ~~caused~~receivables ~~368,967~~are ~~shares~~minimal to ~~be returned and cancelled during the 1st quarter ended March 31, 2024~~non-existent.

~~Therefore,~~NOTE ~~the~~17 ~~Company 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~~BUSINESS ~~Stock~~REASSESSMENT ~~under~~AND ~~the~~REPOSITIONING ~~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.~~ ADJUSTMENTS

~~Page~~In 48conjunction with the preparation of 71the ~~Table~~Company’s consolidated financial statements as of ~~Contents~~and for the year ended December 31, 2025, Management considered the following recent events and initiatives:

~~Warrants~~a) ~~Issued~~The September 2025 removal of an individual for ~~Services~~the alleged improper issuance of the Company’s securities. This individual was then serving as Treasurer, Secretary, and a member of the Board of Directors and had previously served as President and Chief Executive Officer for almost a decade; b) The October 2025 acquisition of the Opsec business; c) The February 2026 sale of USS; and d) Initiatives discussed elsewhere in this Quarterly Report and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (SEC) on June 5, 2026 consisting of:

Oni) ~~April~~The 8,establishment ~~2024,~~of ~~the~~a ~~Company~~new ~~issued~~Management ~~550,000,~~Team; ~~fully~~ii) ~~vested~~The ~~two-year~~launch ~~warrants~~of ~~for~~a ~~services~~growth ~~rendered,~~strategy; ~~having~~iii) aThe ~~fair~~ongoing ~~value~~pursuit of ~~$1,138,500.~~additional ~~These~~acquisitions; ~~warrants~~and ~~had~~iv) anThe ~~exercise~~ongoing ~~price~~pursuit of ~~$3.50/share.~~additional financing to fund such growth strategies and acquisitions.

~~Warrant~~In ~~Valuation~~light ~~Assumptions~~of –the ~~2024~~above, ~~Grants~~Management reassessed the propriety of certain assets and liabilities carried on its balance sheet and elected to make repositioning adjustments related thereto effective as of December 31, 2025 to more accurately reflect the prospective obligations of the Company. This resulted in a net benefit of $2,205,292 which was recorded in the Other Income/Expense area in the Consolidated Statement of Operations for the year ended December 31, 2025.

~~The~~Page ~~fair~~32 ~~value~~ of ~~all~~58 ~~warrants~~Table ~~granted~~of ~~during the year ended December 31, 2024 were determined using a Black-Scholes option pricing model with the following inputs:~~Contents

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

The Company accounted for such adjustments in accordance with the provisions of ASC 250, Accounting Changes and Error Corrections, whereby changes in estimates are recorded in the period in which they become known and are accounted for prospectively. The Company based such adjustments on the facts and circumstances described above, historical experience, industry trends, and other relevant factors, incorporating both quantitative and qualitative assessments that it believed were reasonable under the circumstances.

~~Warrants~~Those adjustments recorded during the year ended December 31, 2025 consisted of the following:

Warrant activity for the nine months ended September 30, 2025, and the year ended December 31, 2024 are summarized as follows:

·	Certain payroll and payroll tax liabilities which had accumulated over time, whose origins are uncertain, and Management has deemed to be unnecessary	$	2,109,240
·	Miscellaneous operational related items		96,052
	Total	$	2,205,292

					Weighted
					Average
			Weighted		Remaining		Aggregate
	Number of		Average		Contractual		Intrinsic
Warrants	Warrants		Exercise Price		Term (Years)		Value
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
Granted	1,870,000		$	2.07
Exercised		-
Cancelled/Forfeited		-
Outstanding - September 30, 2025		4,140,000	$	2.07		0.84	$	4,767,000
Vested and Exercisable - September 30, 2025		4,140,000	$	2.07		0.84	$	4,767,000

Management continues to assess the propriety of certain assets and liabilities carried on its balance sheet as of March 31, 2026 in light of the circumstances described above and may elect to make further adjustments related thereto in the future.

~~Page~~NOTE 4918 of– 71INCOME ~~Table of Contents~~TAXES

~~Issuance~~The components of ~~Common~~deferred ~~Stock~~tax assets and ~~Warrants~~liabilities ~~for~~as ~~Cash~~of March 31, 2026 and December 31, 2025 were approximately as follows:

On various dates during the three months ended September 30, 2025, the Company issued 1,685,000 units in a private offering. Each unit consisted of:

	2026			2025

Bad debt	$	12,000		$	12,000
Amortization of ROU lease		-			36,000
Amortization of debt discount		433,000			433,000
Share based payments		1,295,000			1,295,000
Impairment expense		584,000			584,000
Change in fair value of derivative liabilities		72,000			61,000
Other		12,000			12,000
Net operating loss carryforwards		1,962,000			1,964,000
Total deferred tax assets		4,381,000			4,397,000
Less: valuation allowance		(4,381,000	)		(4,397,000	)
Net deferred tax asset recorded	$	-		$	-

	·	One warrant to purchase common stock, and
	·	One pre-funded warrant to purchase one share of common stock at an exercise price of $0.001 per share.

Page 33 of 58

Table of Contents

The ~~units~~components ~~were~~of ~~sold~~the atincome atax ~~price~~benefit ofand ~~$1/,~~related ~~resulting~~valuation inallowance ~~proceeds~~for ofthe $1three months ended March 31,~~685,000.~~ 2026 and 2025 was approximately as follows:

The common stock warrants are fully vested and exercisable immediately at an exercise price of $3.50 per share, expiring on various dates over the next two years.

	2026			2025
Current	$	1,400		$	-
Deferred					(54,000	)
Total income tax provision (benefit)		1,400			(54,000	)
Less: valuation allowance		(1,400	)		2,354,000
Income tax provision (benefit)	$	-		$	-

~~NOTE~~A 11reconciliation –of ~~SUBSEQUENT~~the ~~EVENT~~provision for income taxes for the three months ended March 31, 2026 and 2025 as compared to statutory rates was approximately as follows:

On October 16th, 2025, the Company acquired all of the service contracts of Opsec Specialized Protections, Inc. along with its work force and certain intangible assets, for a purchase price of $650.000 paid in cash, and additional terms set forth below.

	2026			2025
Federal income tax benefit - 6.2%	$	960		$	(37,000	)
State income tax benefit - 2.3%		440			(17,000	)
Subtotal		1,400			(54,000	)
Change in valuation allowance		(1,400	)		54,000
Income tax benefit	$	-		$	-

~~Pursuant~~Federal tonet aoperating ~~consulting~~loss ~~agreement~~carryforwards ~~with~~at ~~the~~March ~~Seller~~31, ~~the~~2026 ~~principal~~and ~~shareholder/CEO~~December of31, ~~the~~2025 ~~Seller~~were ~~will~~approximately ~~continue~~$7,008,000 toand ~~work in the business over six months at a salary of~~ $507,013,000, ~~per month~~respectively.

~~Provided~~Deferred attax ~~least~~assets ~~80%~~and ofliabilities are computed by applying the ~~current~~federal ~~active~~and ~~security~~state ~~services~~income ~~accounts~~tax ofrates in effect to the ~~business~~gross ~~acquired~~amounts byof ~~the~~temporary ~~Company~~differences ~~are~~and inother ~~the~~tax ~~aggregate~~attributes, ~~providing~~such ~~the~~as ~~same~~net ~~level~~operating ofloss ~~income~~carry ~~per~~forwards. ~~month~~In orassessing ~~more~~if ~~than~~the ~~they~~deferred ~~provided~~tax atassets ~~closing~~will be realized, the Company ~~will~~considers ~~pay~~whether ~~the~~it ~~Seller~~is anmore ~~additional~~likely ~~Performance~~than ~~Bonus~~not that some or all of ~~One~~these ~~Hundred~~deferred ~~Fifty~~tax ~~Thousand~~assets ~~Dollars~~will ~~($150,000~~be realized.~~00). Total~~ ~~revenues~~The ~~for~~ultimate ~~the~~realization ~~month~~ of ~~September,~~deferred ~~2025,~~tax ~~from~~assets ~~service~~is ~~contracts,~~dependent upon the ~~month~~generation ~~proceeding~~of future taxable income during the ~~closing,~~period ~~totaled~~in ~~approximately~~which ~~$799,000,~~these ~~and~~deductible ~~cash~~temporary ~~expenses~~differences ~~for~~reverse. ~~the~~As ~~month~~a ~~totaled~~result ~~approximately~~of ~~$604~~historic losses,~~000. 80%~~ ~~revenues~~the ~~from~~Company ~~service~~has ~~contracts~~recorded ~~equaled~~a ~~approximately~~full ~~$639~~valuation allowance as of March 31,~~000~~ in2026 ~~the~~and ~~month~~December of31, ~~October~~2025.

~~The~~During ~~Company~~the ~~also~~three ~~entered~~months aended ~~six-month~~March ~~lease with Fred Porras~~31, ~~the~~2026 ~~majority~~and ~~shareholder of the Seller~~2025, ~~to rent Mr. Porras’ office space where~~ the ~~Seller’s~~valuation ~~business~~allowance ~~was~~increased ~~located,~~(decreased) atby aapproximately ~~rental rate of Five Thousand Five Hundred Dollars (~~$5(1,~~500.00~~400) ~~per~~and ~~month~~$54,000, onrespectfully. aThe ~~triple~~total ~~net~~valuation ~~basis. Almost~~allowance ~~all~~results ~~liabilities~~from of the ~~business~~Company’s ~~were~~estimate ~~retained~~of byits ~~Seller~~future ~~and~~recoverability ~~not~~of ~~assumed~~its bynet ~~the~~deferred ~~Company~~tax assets.

~~Page~~The 50Company has determined that it had a change of 71control ~~Table~~issue for the year ended December 31, 2021, that will limit the future use of ~~Contents~~the NOL carryforwards of approximately $3,006,000 as of December 31, 2021. As of March 31, 2026, the remaining federal NOL carryforwards of approximately $4,002,000 which were generated after 2017 may only be used to offset 80% of future taxable income and may carried forward indefinitely until fully utilized.

~~Item~~The 2.Company ~~Management’s~~follows ~~Discussion~~the ~~and~~provisions ~~Analysis~~of ASC 740, which require the computations of ~~Financial~~current ~~Condition~~and deferred income tax assets and ~~Results~~liabilities ofonly ~~Operations~~consider tax positions that are more likely than not (defined as greater than 50% chance) to be sustained if the taxing authorities examined the positions. There are no significant differences between the tax provisions represented in the accompanying financial statements and those reported in the Company's income tax returns.

~~Forward-Looking~~Page ~~Statements~~34 of 58 Table of Contents

~~This~~The ~~quarterly~~Company ~~report~~files ~~contains~~corporate ~~forward-looking~~income ~~statements~~tax ~~and~~returns ~~information~~in ~~relating to us that are based on~~ the ~~beliefs~~United ofStates ~~our management as well as assumptions made by,~~ and ~~information~~California. ~~currently~~Due ~~available~~ to, ~~our~~the ~~management.~~Company's ~~When~~net ~~used~~operating inloss ~~this report~~posture, ~~the~~all ~~words~~tax ~~“believe,”~~years ~~“anticipate,”~~are ~~“expect,”~~open ~~“will,” “estimate,” “intend”, “plan”~~ and ~~similar~~subject ~~expressions, as they relate~~ to usincome ortax ~~our~~examination ~~management,~~by ~~are~~tax ~~intended to identify forward-looking statements~~authorities. ~~Although~~The weCompany's ~~believe~~policy ~~that~~is ~~the~~to ~~plans,~~recognize ~~objectives,~~interest ~~expectations~~expense and ~~prospects~~penalties ~~reflected~~related into orincome ~~suggested~~tax bymatters ~~our~~as ~~forward-looking~~tax ~~statements~~expense. ~~are~~As ~~reasonable,~~of ~~those~~March ~~statements involve risks~~31, ~~uncertainties~~2026 and ~~other~~December ~~factors that may cause our actual results~~31, ~~performance or achievements to be materially different from any future results~~2025, ~~performance~~there orare ~~achievements expressed or implied by these forward-looking statements, and we can give~~ no ~~assurance~~unrecognized ~~that~~tax ~~our~~benefits ~~plans, objectives, expectations~~ and ~~prospects~~there ~~will be achieved. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements~~ are ~~subject~~no toaccruals ~~certain~~for ~~risks~~interest ~~and~~related ~~uncertainties that could cause actual results~~ to ~~differ~~unrecognized ~~materially~~tax ~~from~~benefits ~~historical results~~ or ~~our~~tax ~~predictions~~penalties. The terms “Sentinel”, “SNTL”, “we,” “us,” “our,” and the “Company” refer to Sentinel Holdings Ltd and Subsidiaries formerly known as James Maritime Holdings Inc. and Subsidiaries, a Nevada corporation.

~~Business~~NOTE ~~Overview~~19 – EARNINGS PER SHARE

~~Sentinel~~The ~~Holdings~~following ~~Ltd,~~table asummarizes ~~Nevada corporation (~~the ~~“Company”),~~common ~~conducts~~share ~~its~~equivalents ~~business~~included ~~through~~in ~~its~~the ~~wholly~~number ~~owned~~of ~~subsidiary,~~shares ~~United~~used ~~Security~~in ~~Specialists~~the ~~Inc.~~calculation ~~(“USS”),~~of ~~and~~diluted ~~its~~earnings ~~majority-owned~~per ~~subsidiary,~~share ~~Gladiator~~for ~~Solutions~~the ~~Inc.~~three ~~(“Gladiator”).~~months ~~Effective~~ended ~~April~~March 231, ~~2025,~~2026 ~~the Company changed its name to Sentinel Holdings Ltd. USS provides professional security personnel~~ and services, enhanced by smartphone-based security applications, while Gladiator’s operations, previously focused on personal protective products, are currently limited due to ongoing litigation. Both subsidiaries are based in California.2025:

As of June 30, 2025, the Company’s primary business is providing armed and unarmed security services through its subsidiary, United Security Specialists Inc. (“USS”). USS offers professional security personnel and services, including on-site protection, mobile patrol, and event security, enhanced by smartphone-based security applications. USS operates primarily in California and serves a diverse clientele, including businesses, residential communities, and event organizers.

	2026		2025
Preferred Stock Series B		3,750,000		3,750,000
Warrants		5,640,000		5,640,000
Total		9,390,000		9,390,000

The ~~Company’s~~following ~~other~~table ~~subsidiary,~~summarizes ~~Gladiator~~the ~~Solutions~~common ~~Inc.~~share ~~(“Gladiator”),~~equivalents ~~previously~~excluded ~~focused~~from on the ~~production~~number ~~and sale~~ of ~~personal~~shares ~~protective~~used ~~products,~~in ~~including~~the ~~body~~calculation ~~armor and ballistic plates. However, as~~ of ~~mid-2023,~~basic ~~the~~and ~~Company~~diluted ~~ceased~~loss ~~selling~~per ~~personal~~share ~~protective~~for ~~equipment under~~ the ~~Gladiator~~three ~~brand~~months ~~due~~ended toMarch ~~ongoing litigation. Gladiator’s operations remain limited~~31, ~~and~~2026 ~~the Company plans to relaunch the product line~~ and ~~expand its offerings once the litigation is resolved.~~2025:

Page 51 of 71 Table of Contents

	2026		2025
Preferred Stock Series B		2,500,000		2,500,000
Warrants		2,270,000		2,270,000
Total		4,770,000		4,770,000

~~The~~NOTE ~~Company~~20 is– ~~pursuing~~RELATED anPARTY ~~aggressive~~OWNERSHIP ~~growth~~AND ~~strategy~~RELATED ~~through~~PARTY acquisitions in the private security, personal protective equipment, and defense industries. Management is actively identifying acquisition candidates with technologies in unmanned systems, space and satellite communications, electronic warfare, and Command, Control, Communication, Computing, Combat, Intelligence Surveillance and Reconnaissance (“C5ISR”) systems. The Company believes that increasing compliance requirements, such as the Cyber Security Maturity Model Certification, will create opportunities for consolidation in the defense and security sectors.TRANSACTIONS

~~Industry~~a) ~~Background~~Related Party Ownership As of March 31, 2026, Padang Padang, Ltd (Padang) owned 2,000,000 shares of the Company’s Preferred Stock Series A and 50,000 shares of Preferred Stock Series B. Therefore, Padang controls, on a fully diluted and fully converted basis, an aggregate of 62,500,000 voting rights representing 80% of the Company’s total voting power. Accordingly, Padang has the ability to significantly influence or determine the outcome of matters submitted to a vote of the Company’s stockholders, including the election of directors and significant corporate transactions.

~~The~~Page ~~U.S.~~35 ~~national~~of ~~security~~58 ~~budget~~Table continues to grow, with a 5.6% increase to $782 billion for Fiscal Year 2022 and an additional 4% increase to $813.3 billion for Fiscal Year 2023. In May 2022, the Additional Ukraine Supplemental Appropriations Act provided $40 billion in support for Ukraine. According to a study by The Insight Partners, the homeland security market is projected to grow from $188.99 billion in 2022 to $275.5 billion by 2028, at a compound annual growth rate of ~~6.5%. Management believes that strategic acquisitions are key to capturing this expanding market.~~Contents

~~About~~b) ~~United~~Related ~~Security~~Party ~~Specialists Inc.~~Transactions

~~USS~~i) ~~Mission~~On September 6, 2024 and as more fully described in Note 15(b), Shareholder Equity (Deficit) - Financing Activities - 2024 - (vi), the Company entered into a consulting agreement with Padang Padang, Ltd (“Padang”), the Company’s majority shareholder a related party, for a one-year period wherein the Company agreed to provide compensation to Padang in the form of the issuance of 50,000 shares of Preferred Stock Series B. ii) On October 28, 2025 and as more fully described in Note 14, Commitments and Contingencies, and Note 15(b), Shareholder Equity (Deficit) - Financing Transactions, the Company entered into a consulting agreement with Padang for a one-year period wherein the Company agreed to compensate Padang $20,000 per month and issue 1,600,000 shares of Preferred Stock Series A. iii) On October 30, 2025 and as more fully described in Note 3, Acquisition, and Note 15(b), Shareholder Equity (Deficit) - Financing Transactions, the Company issued 10,000 shares of Preferred Stock Series B to a related party, the Company’s President and CEO, as compensation for services performed in connection with the acquisition of the Opsec business.

~~The~~Page ~~mission~~36 of ~~USS~~58 isTable to recruit, 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.~~Contents

~~USS~~Item ~~History~~2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~USS was built on ethics and integrity. Kyle Madej, as a co~~Forward-~~founder~~Looking of USS, engaged in the security services in 2017 when they discovered a number of industry practices that were neither ethical nor acceptable. 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.Statements

~~Our~~This ~~Guards~~Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this prospectus regarding our strategy, future events, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, among others, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “would,” “will,” “should,” “could,” “objective,” “target,” “ongoing,” “contemplate,” “potential”, or “continue” or the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, without limitation, statements about:

We· ~~have~~Our ~~highly~~ability ~~trained~~to ~~and~~generate ~~committed~~or ~~professionals~~secure ~~from~~sufficient ~~law~~funding ~~enforcement,~~to ~~military~~support our growth strategy; · Future sales of our common stock that could depress the trading price of our common stock on the OTC, lower our value and ~~security~~make ~~veterans’~~it ~~communities~~more ~~who~~difficult ~~are~~for ~~all~~us ~~specializing~~to inraise ~~providing~~capital; ~~one~~· ~~thing:~~Our onability ~~site~~to compete effectively; · Our future financial performance, ~~visible~~including ~~protection.~~our Weexpectations ~~take~~regarding ~~pride~~our inrevenue, ~~delivering the~~cost ~~highest~~of ~~level~~revenue, operating expenses, and our ability to achieve and maintain future profitability; · Our expectations regarding outstanding litigation; · Our expectations and management of ~~trust~~future growth; · Our ability to maintain, protect and enhance our ~~clients~~intellectual property; ~~therefore,~~· weOur ~~have~~expectations aregarding ~~robust~~the ~~qualifying~~effects ~~process~~of toexisting ~~ensure~~and ~~all~~developing laws and regulations; · Our beliefs regarding our ~~team~~liquidity ~~members~~and ~~are~~sufficiency ~~not~~of ~~just~~cash ~~qualified~~to ~~but~~fund ~~also~~our ~~enthusiastic~~operations; and ~~professional~~· The other matters described in “Risk Factors” and “Business”.

~~Page~~These 52forward-looking statements are subject to a number of 71risks, ~~Table~~uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of ~~Contents~~all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results may differ materially and adversely from those anticipated or implied in the forward-looking statements.

~~Our~~You ~~Services~~should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

WePage ~~pride~~37 ~~ourselves~~of in58 ~~providing~~Table ~~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.Contents

~~USS~~You ~~will~~should ~~also~~read ~~focus~~this onForm ~~adding~~10-Q ~~services~~Quarterly ~~which~~Report, ~~customize~~and ~~real-time~~other ~~remote~~documents ~~monitoring~~that ~~enhanced~~we byreference ~~artificial~~herein ~~intelligence~~which we have filed with ~~timely~~the inSEC, ~~person~~with ~~security~~the ~~response~~understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

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

Our Business and Recent Developments

OnDuring ~~Site~~the ~~Protection~~years ended December 31, 2025 and 2024 and through the present, the Company’s primary business focused upon providing armed and unarmed security services through its Centinela 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.

AsThe aCompany’s ~~trusted~~remaining ~~provider~~subsidiary, ofGladiator, ~~security~~previously ~~specialists~~focused inon the ~~Bay~~production ~~Area,~~and wesale ~~understand~~of ~~the~~personal ~~importance~~protective ~~of reliable~~products, ~~professional~~including body armor and ~~courteous~~ballistic ~~security~~plates. ~~service~~However, ~~especially~~as ~~when~~of itmid-2023, ~~involves~~the ~~on-site~~Company ~~protection~~ceased atselling ~~your~~personal ~~establishment.~~protective ~~Regardless~~equipment ofunder the ~~scale~~Gladiator ofbrand ~~your~~due ~~need,~~to ~~from~~litigation awherein ~~single~~the ~~guard~~Company atis ~~the~~seeking ~~reception~~damages ~~area~~from tothe ~~deploying~~prior ~~multiple~~Gladiator ~~teams~~management. ofPresently, ~~officers~~Gladiator’s ~~for~~operations ~~warehouse~~are ~~protection~~suspended, ~~USS~~and ~~will~~the ~~provide~~Company ~~your~~may ~~organization~~relaunch ~~with~~the aproduct ~~solution~~line ~~that~~and ~~fits~~expand ~~for~~its ~~you~~offerings ~~and~~once ~~your~~such ~~team.~~litigation is resolved.

~~Starting~~Effective ~~with~~October ~~our~~16, ~~risk~~2025 ~~assessment~~and ~~framework~~through its newly formed Centinela subsidiary, ~~our~~the ~~expertise~~Company isacquired the client contracts for professional security services of an entity located in ~~efficiently~~California ~~and~~for ~~effectively~~cash ~~developing~~consideration ~~solutions~~of $650,000 plus additional cash of $150,000 on April 16, 2026 provided those contracts continue to provide at least 80% of the level of revenue per month as they were as of the date of the closing. Effective that ~~match~~same ~~different~~date, ~~combinations~~the Company combined the day-to-day activities of ~~business~~USS ~~environments~~with ~~and~~Centinela ~~their~~for ~~specific~~logistical ~~security~~and ~~needs~~operational purposes.

~~Mobile~~Effective ~~Patrol~~December 31, 2025 and as more fully described in Note 17, Business Reassessment and Repositioning Adjustment, to the Company’s financial statements included elsewhere in this document, Management evaluated the propriety of certain assets and liabilities previously carried on its balance sheet and made adjustments thereto. Such adjustments had the net effect of recording a Business Reassessment and Repositioning Adjustment benefit of $2,205,292 in the Consolidated Statement of Operations for the year then ended as discussed in the footnotes to those financial statements.

~~Page~~The 53Company has developed a business plan which includes a growth strategy through the acquisition of 71established ~~Table~~businesses in the United States servicing the private security industry and expansion of ~~Contents~~services to existing and future clients. Management is actively identifying acquisition candidates with technologies in unmanned systems, space and satellite communications, electronic warfare, and Command, Control, Communication, Computing, Combat, Intelligence Surveillance and Reconnaissance (“C5ISR”) systems. The Company believes that increasing compliance requirements, such as the Cyber Security Maturity Model Certification, will create opportunities for consolidation in the defense and security sectors. Further, the Company plans to expand its traditional security guard services and take advantage of advancements in technologies including smart drone technologies for patrol purposes, automated remote video monitoring for increased effectiveness and efficiency, and artificial intelligence wherever possible. The Company plans to pursue opportunities focused in major domestic cities and on private and governmental outsourcing initiatives where demand is greatest and profit margins are highest.

~~Having~~Page ~~security~~38 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~~58 ~~patrolling~~Table ~~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.Contents

~~USS~~Industry 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.Background

~~Our~~The ~~Competitive~~security ~~Strengths~~services industry consists of companies who provide private physical security services, such as guards and patrol vehicles, as well as additional ancillary services such as alarm systems, cyber security, background screening, investigation, risk analysis, and security consultancy services. As a significant portion of the US population has consistently valued safety and security as one of the most important aspects of domestic life, the US security services industry is as relevant as ever.

~~Our~~The ~~competitive~~size ~~edge~~of inand ~~the~~opportunity ~~security industry lies~~ in ~~our~~the ~~in-field~~United ~~support~~States ~~and~~(US) ~~quality~~private ~~control~~security ~~through~~market ~~responsiveness~~is ~~to customers, investment in field, our supervisors and our administrative support~~massive. ~~For~~According ~~guard services, this allows us~~ to ~~minimize~~various sources, the #1total ~~strategic~~market ~~risk~~value ~~for~~was ~~our~~approximately ~~industry,~~$250 ~~which~~billion isin ~~litigation~~2024 ~~risk.~~and ~~Another~~it ~~competitive advantage that we have~~ is ~~our~~expected ~~access~~ to grow at a ~~pipeline~~compounded rate of ~~highly~~between ~~professional,~~5% ~~military-trained~~ and ~~experienced~~9% ~~personnel~~over ~~for~~the ~~our~~next ~~high-end~~decade ~~clients~~with ~~facing~~some ~~significant~~projections ~~threats~~reaching ~~such~~as high as ~~synagogues~~$623 ~~and~~billion ~~schools~~by 2034.

~~Page~~Such 54anticipated growth is driven by numerous factors including the increasing use of 71outsourced ~~Table~~security services by businesses, private individuals, and governmental entities seeking enhanced efficiency and effectiveness. Additionally, with issues such as political instability and wealth inequality becoming more of ~~Contents~~a feature in US society, the likelihood for the continuing and increasing use of private and/or outsourced security services remains high. This has been backed by the increasing market size of the industry.

InOur ~~the~~Approach ~~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~~Servicing ~~the~~Our ~~maximum level of ballistic protection at affordable prices, and without compromising performance, durability or quality.~~Clients

Our ~~desire~~mission is to ~~drive~~recruit ~~innovation~~right, ~~and~~train ~~create ever lighter~~right, ~~stronger, more practical~~ and ~~effective~~respond ~~products~~proactively ~~and~~utilizing ~~protection~~the ~~solutions~~latest isindustry ~~what~~technologies ~~drives~~and ustechniques. AsOur aclients ~~lean,~~expect ~~flexible~~day-to-day ~~and nimble company~~quality, ~~we are constantly challenging the status quo within our organization~~consistency, and weprofessionalism. ~~are~~We ~~never~~believe ~~set in~~ our ~~ways.~~security ~~Through~~personnel ~~innovation we~~ are ~~able~~more toexperienced, ~~deliver~~better ~~a lighter~~supervised, ~~thinner~~ and more ~~effective~~dedicated ~~for~~to ~~ballistic~~the ~~protective~~highest ~~plate~~level ~~for~~of ~~law~~work ~~enforcement,~~than ~~military~~our ~~and responsible civilians~~competitors.

WeOur team members are ~~always~~highly ~~working~~trained ~~harder~~and tocommitted ~~strengthening~~professionals ~~the~~from ~~Gladiator~~law ~~community~~enforcement, bymilitary, ~~raising~~and ~~our~~security ~~standards~~veterans ofcommunities ~~customer~~who ~~service~~are ~~and~~all ~~overall~~specialize ~~customer~~in ~~satisfaction~~providing one thing... ~~Our~~the ~~team~~security isneeded anby ~~industry~~our ~~leader~~clients. We take pride in ~~customer~~delivering the highest level of service, ~~and~~to weour ~~achieve~~clients. ~~this~~Therefore, bywe ~~delivering~~have ~~products~~a ~~much~~robust ~~faster~~qualifying ~~that~~process ~~our~~to ~~competition,~~ensure ~~usually~~all ~~within~~our ~~4-6~~team ~~weeks~~members ~~while~~are ~~providing~~not ~~timely~~just ~~updates~~qualified ~~throughout~~but ~~the~~also ~~production~~enthusiastic ~~process~~and professional.

~~About~~Our ~~Gladiator~~business ~~Solutions~~is built on ethics and integrity. Kyle Madej, ~~Inc~~our President and Chief Executive Officer, became engaged in the security services in 2017 when he discovered a number of industry practices that were neither ethical nor acceptable. His involvement with the Company has proven to be an exciting endeavor that had allowed him to apply years of experience with solid work ethics and integrity. We value every client that has partnered with us, and we work to establish a solid relationship with our team members. We believe it is those strong relationship bonds that help our Company continue to grow and to serve more valued partners.

~~The~~Page ~~Company~~39 ~~is currently focused on building its operations in the armed and unarmed security business. As~~ of ~~mid-2023,~~58 weTable ~~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.Contents

ItWe ~~should~~pride beourselves ~~noted~~in ~~that~~providing ~~there~~the ~~are~~most ~~aspects~~reliable ofprotection in the ~~Gladiator~~security ~~Solutions,~~guard ~~Inc~~industry. ~~operations~~With ~~that~~over ~~have~~ten ~~been~~years ~~tied~~of upexperience, inwe ~~litigation~~have ~~and~~proven ~~disputes~~to ~~since~~be ~~roughly~~unshakable ~~mid 2023~~ and ~~therefore~~trustworthy. ~~remain~~To inenhance aour ~~holding~~service, ~~pattern~~we ~~subject~~proactively toimplemented the ~~outcome~~latest ~~thereof~~technology into our process. ~~Once~~For ~~the~~example, ~~litigation~~with ~~involving~~our ~~the~~mobile ~~Gladiator~~application ~~brands~~provided ~~fully~~by ~~resolved~~SilverTrac, ~~the~~our ~~Company~~guards ~~plans~~are able to ~~reinvest~~check in, ~~the~~make ~~brand name~~reports, ~~revamp~~and ~~the~~take ~~product~~photos ~~line~~in ~~and~~real ~~relaunch~~time ~~the~~as ~~product~~they ~~line~~patrol. ~~under~~Presently ~~the~~and ~~established~~as ~~Gladiator~~mentioned ~~brand~~in ~~name~~the preceding section, ~~but~~we ~~until~~are ~~such~~expanding ~~time~~and astaking ~~these~~advantage ~~matters~~of ~~are~~advancements ~~resolved~~in wetechnologies ~~will~~and ~~maintain~~artificial ~~the~~intelligence ~~status~~for ~~quo~~increased effectiveness and ~~Gladiator~~efficiency ~~operations~~in ~~will~~the ~~remain~~service ~~highly~~of ~~limited~~our clients.

~~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~~Competitive 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.Strengths

~~Gladiator~~Our ~~products~~competitive ~~are~~edge ~~focused~~in onthe ~~ultimate~~security ~~protection~~industry lies in our in-field support and quality control through responsiveness to customers, ~~extreme~~investment ~~comfort~~in technology, ~~minimal~~and ~~weight~~our ~~products~~supervisors atand ~~unsurpassed~~our ~~value~~administrative support. For guard services, this allows us to minimize the number one strategic risk for our industry, which is litigation risk. Another competitive advantage that we have is our access to a pipeline of highly professional, military-trained and experienced personnel for our high-end clients facing significant threats such as schools, houses of worship, and public venues.

~~Page~~Our 55Growth ofand 71Marketing ~~Table of Contents~~Strategy

~~Gladiator~~The ~~products~~elements ~~are~~of ~~tested~~our growth strategy start with our commitment to continuous capital reinvestment into our Company, its subsidiaries and ~~certified~~our instrategic ~~accordance~~industry ~~with~~partners. ~~protocols~~We ~~developed~~lead by example and set the ~~National~~pace ~~Institute~~for our industry in order to attract the leading regional security companies and protective products companies to join us as stakeholders. The core of ~~Justice,~~our USbusiness ~~Military~~growth ~~Specification~~strategy is to engage directly with our community stakeholders in growing urban markets where the breakdown of cultural values and ~~European~~community ~~Ballistics~~investment ~~Standards~~has left a vacuum of need.

~~What~~In ~~Sets~~summary, ~~the~~our ~~Gladiator~~growth ~~Brand~~and ~~Apart?~~marketing strategy can be summarized in the following points:

~~The~~· ~~Gladiator~~Expand ~~brand~~the ~~was~~Company’s ~~built~~presence ~~about~~in ~~offering~~existing ~~top~~markets ~~quality solutions for Federal, State~~ and ~~Local~~penetrate ~~Law~~new ~~Enforcement~~ones; ~~agencies,~~· ~~First~~Collaborate ~~Responders,~~with ~~National~~other ~~Armed~~operating ~~forces,~~businesses ~~and~~for ~~Independent~~strategic ~~Security~~opportunities; ~~Contractors. In the protective products industry, our strength is the quality~~ and ~~value~~· ofAcquire ~~our~~other ~~products.~~businesses ~~Not only are our products light weight and comfortable, but we are able~~ to ~~provide~~enhance ~~the~~or ~~maximum~~complement ~~level~~our ofcurrent ~~ballistic~~business ~~protection~~model atwhile ~~affordable~~accelerating ~~prices,~~our ~~and without compromising performance, durability or quality~~growth.

~~Our~~We ~~desire~~will toneed ~~drive~~additional ~~innovation~~capital ~~and~~to ~~create~~pursue ~~ever~~all ~~lighter,~~aspects ~~stronger,~~of ~~more~~our ~~practical~~growth ~~and effective products and protection solutions is what drives us~~strategy. AsThe ~~a lean~~availability, ~~flexible and nimble company~~source, ~~we are constantly challenging the status quo within our organization,~~ and weterms ~~are never set in our ways. Through innovation we are able to deliver a lighter, thinner and more effective~~ for ~~ballistic~~such ~~protective~~capital ~~plate~~is ~~for~~uncertain ~~law~~as ~~enforcement,~~of ~~military~~this ~~and responsible civilians~~date.

WePage ~~are~~40 ~~always~~of ~~working~~58 ~~harder~~Table ~~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.Contents

~~Unsurpassed~~Risk ~~Quality~~Factors &Relating ~~Value~~to Our Business

~~Gladiator~~In ~~branded~~addition ~~products~~to ~~provide~~conventional ~~extreme~~risks ~~lightweight,~~and ~~incredible~~uncertainties ~~comfort,~~in ~~maximum~~the ~~strength~~ordinary ~~solutions~~course atof ~~affordable~~business ~~prices~~that are common to all businesses, ~~without~~important ~~compromising~~factors ~~performance~~that are specific to our industry and the Company could have a material and adverse impact on our business, ~~durability~~financial orcondition, ~~quality~~results of operations and cash flows.

~~Page~~Readers 56should ofcarefully 71consider ~~Table~~the ofrisks ~~Contents~~factors described throughout this Quarterly Report and those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, (specifically Part I, Item 1A, Risk Factors), filed with the Securities and Exchange Commission on June 5, 2026.

~~Round~~Liquidity, ~~Dispersion~~Capital ~~Technology~~Resources, ~~(RDT)~~and Going Concern

~~Gladiator~~1) ~~ballistic~~Liquidity ~~plates~~We ~~absorb~~manage ~~the~~liquidity ~~round~~risk ~~rather~~by ~~than~~monitoring ~~deflecting/spalling~~our ~~like~~operational ~~steel~~forecasts, oractual ~~fracturing~~results, ~~like~~cash ~~Ceramic.~~flows, ~~RDT~~and ~~spreads~~ the ~~kinetic~~resulting ~~energy~~financial ~~delivered~~position byon ~~the~~an ~~round~~ongoing ~~from~~basis. ~~the~~The ~~point~~following oftable ~~impact~~summarizes tothose ~~the~~key ~~surrounding~~factors ~~area,~~as ~~diffusing the forces~~ of ~~impact~~and ~~over~~for athe ~~larger~~three ~~area~~months ~~and~~ended ~~dispersing~~March ~~the~~31, ~~force~~2026 ofand ~~the round impact.~~2025:

Testing Protocol

	2026			2025

Revenue	$	2,242,566		$	846,416

Net income (loss) available to common shareholders	$	53,755		$	(607,064	)

Cash flows:

Net cash provided by/(used in) operating activities	$	(155,915	)	$	(198,470	)
Net cash provided by/(used in) investing activities		(15,808	)		(8,500	)
Net cash provided by/(used in) financing activities		318,889			(15,232	)
Net increase (decrease) in cash		147,166			(222,202	)
Cash - Beginning of period		197,165			222,202
Cash - End of period	$	344,331		$	-

Working capital deficit	$	3,620,221			5,034,997

ToRevenue ~~ensure~~And ~~the~~Net ~~highest~~Income 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~~Loss), 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~~Improvements &to ~~Composition~~revenue and net income available to common shareholders are generally attributable to the acquisition of the Opsec business in October 2025 and the gain on the sale of the USS subsidiary in February 2026. Such items are discussed in detail in the Results of Operations – Three Months Ended March 31, 2026 and 2025 section appearing below.

~~Gladiator~~Operating 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.Activities

~~Compliance~~Cash used by operating activities of $155,915 during the three months ended March 31, 2026 was primarily attributable to net income of $43,418 adjusted upward by $583,437 for increases in accounts payable and accrued expenses and adjusted downward by $839,819 for non-cash income items which consisted primarily of the gain of $995,340 on the sale of the USS subsidiary.

WeCash ~~conduct~~used ~~our~~by ~~sales~~operating inactivities ~~accordance~~of ~~with~~$198,470 ~~Department~~during the three months ended March 31, 2025 was primarily attributable to a net loss of ~~Justice~~$618,163 ~~(DOJ)~~adjusted ~~and~~upward ~~International~~by ~~Traffic~~$487,269 for increases in ~~Arms~~accounts ~~Regulations~~payable ~~(ITAR)~~and accrued expenses.

~~Our~~Page ~~Growth~~41 ~~and~~of ~~Marketing~~58 ~~Strategy~~Table of Contents

~~The~~Investing 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.Activities

~~Risks~~Cash ~~Associated~~used ~~with~~in ~~Our~~investing ~~Business~~activities of $15,809 and $8,500 during the three months ended March 31, 2026 and 2025, respectfully, related exclusively to the acquisition of property and equipment.

~~Our~~Financing 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.Activities

AsCash aprovided ~~result~~by financing activities of ~~these~~$350,000 ~~risks~~during ~~and~~the ~~other~~three ~~risks~~months ~~there~~ended isMarch no31, ~~guarantee~~2026 ~~that~~was weattributable ~~will~~to ~~experience~~the ~~growth~~sale orof ~~profitability~~pre-funded inwarrants ~~the~~to ~~future~~a private investor.

~~Page~~Cash 57used ofby 71financing ~~Table~~activities of ~~Contents~~$15,232 during the three months ended March 31, 2025 was primarily attributable to $471,250 in borrowings and $490,848 in repayments in connection with several different notes and loans.

~~There~~2) ~~are~~Capital ~~several trends that provide opportunities and risks for USS:~~Resources

~~Recent~~Additional ~~Developments~~capital resources will likely be required in 2026 to support the Company’s growth strategy, which includes the acquisition of complementary established businesses and the expansion of services, will vary depending upon several factors. Such factors include, but are not limited to, marketplace conditions which will affect our ability to identify and close acquisition opportunities, expand the range and profitability of security services we provide to our clients, and generate revenue and cash flow from operations to support those activities.

o The ~~breakdown~~sale ~~and underfunding~~ of ~~traditional~~additional ~~law~~equity ~~enforcement~~or ~~leading~~debt tosecurities ~~passive response~~ to ~~riots,~~support ~~resulting~~the ~~break-ins,~~Company’s ~~shoplifting,~~growth ~~and~~strategy ~~property~~may ~~destruction~~result onin ~~the~~dilution ~~large~~to ~~scale~~our ~~(See~~shareholders. ~~Portland~~Any ~~2020).~~such oadditional ~~The~~capital ~~rise~~resources ofmay ~~the~~not ~~lawless~~be ~~corollary~~available on ~~the~~reasonable ~~small scale with burgeoning vagrancy~~terms, ~~break-ins~~if ~~and~~at ~~theft (e~~all.~~g.,~~ ~~catalytic~~If ~~converters~~we inwere ~~automobiles,~~unable ~~construction~~to ~~materials~~obtain ~~such~~additional ascapital ~~tools~~resources, ~~and~~we ~~copper~~may ~~conduit).~~be orequired ~~The refusal of cities~~ to ~~enforce~~reduce ~~vagrancy laws and suppress~~ the ~~crime~~scope ~~associated with chronic criminal trespassing and its detrimental effect on business. This leads to a transfer~~ of, ~~burden~~delay, toor ~~business~~eliminate ~~owners~~some ~~who~~or ~~turn to private security companies to mitigate. This applies to~~ all ~~sectors~~of –our ~~residential,~~planned ~~commercial~~activities and ~~municipal.~~limit oour ~~Finally,~~operations ~~the~~which ~~sense~~could ofhave ~~personal~~a ~~physical~~material ~~risk~~adverse ~~has~~effect ~~been~~on ~~heightened~~our ~~in culture leading to the need to provide protection to employees and residents. For example~~business, ~~employees~~financial ~~want~~condition ~~protection as they come~~ and goresults ~~to their vehicle in areas~~ of ~~high crime~~operations.

~~Our~~3) ~~Corporate~~Going ~~Information~~Concern

~~Our~~The ~~offices~~Company’s ~~are~~condensed ~~located~~consolidated atfinancial ~~1973~~statements ~~Lafayette~~do ~~Street,~~not ~~2nd~~include ~~Floor,~~any ~~Santa~~adjustments ~~Clara~~that might be necessary if it is unable to continue as a going concern. Accordingly, CAthe ~~95050~~financial statements have been prepared on the basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

~~Our~~Page ~~Internet~~42 ~~website~~of ~~addresses~~58 ~~are:~~Table ~~www.sentinelholdingsltd.net, www.usselite.com and 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.~~Contents

~~Financial~~Results ~~Condition~~of Operations

~~Liquidity~~Three ~~and~~Months ~~Going~~Ended ~~Concern~~March 31, 2026 and 2025

~~As reflected in the accompanying consolidated financial statements, for the nine months ended September 30, 2025, the Company had:~~Revenues

·	Net loss including non-controlling interest of $2,638,936; and
·	Net cash used in operations was $1,463,712

Amounts have not been adjusted for reclassification of discontinued operations.

~~Additionally~~Revenues were $2,242,566 ~~at September~~for 30the three months ended March 31, ~~2025~~2026 compared to $846,416 in the ~~Company~~comparable ~~had:~~period in the prior year, an increase of $1,396,150 or 165%. This increase is primarily attributable to the acquisition of the Opsec business in October 2025.

·Cost ~~Accumulated deficit~~ of ~~$24,894,265 · Stockholders’ deficit of $5,399,608; and · Working capital deficit of $5,557,529~~Revenues

~~Page~~Amounts 58have ofnot 71been ~~Table~~adjusted for reclassification of ~~Contents~~discontinued operations.

~~The~~Cost ~~Company~~of ~~anticipates~~revenues ~~that~~were it$2,120,497 ~~will~~for ~~need~~the tothree ~~raise~~months ~~additional~~ended ~~capital~~March ~~immediately~~31, in2026 ~~order~~compared to ~~continue~~$810,783 toin ~~fund~~the ~~its~~comparable ~~operations.~~period ~~The~~in ~~Company~~the ~~has~~prior ~~relied~~year, onan ~~related~~increase ~~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~~$1,309,714 ifor ~~at all~~162%. ~~There~~This increase is ~~also~~primarily noattributable ~~assurance~~to ~~that~~ the ~~amount~~acquisition of ~~funds~~ the ~~Company~~Opsec ~~might~~business ~~raise~~in ~~will~~October ~~enable the Company to complete its initiatives or attain profitable operations~~2025.

~~The~~Gross 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. Profits

~~There~~Amounts ~~can~~have benot nobeen ~~assurances~~not ~~that~~adjusted ~~financing~~for ~~will~~reclassification beof ~~available~~discontinued ~~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.

WeGross ~~manage~~profits ~~liquidity~~were ~~risk~~$122,069 byor ~~reviewing,~~5% onfor anthe ~~ongoing~~three ~~basis~~months ended March 31, ~~our~~2026 ~~sources~~compared ofto ~~liquidity~~$35,633 ~~and~~or ~~capital~~4% ~~requirements.~~in ~~The~~the ~~Company~~comparable ~~had~~period ~~cash~~in onthe ~~hand~~prior year, an increase of $~~260~~86,~~443~~436 ator ~~September~~243%. ~~30,~~This increase is attributable to the acquisition of the Opsec business in October 2025. as discussed above combined with the rationalization of the Company’s customer portfolio representing a shift away from less profitable markets and a simultaneous emphasis upon higher margin services.

~~The~~General ~~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, 2026, and our current capital structure including equity-based instruments and our obligations and debts.Administrative

~~These~~General ~~factors~~and ~~create~~administrative ~~substantial~~expenses ~~doubt~~were ~~about~~$996,318 for the ~~Company’s~~three ~~ability~~months toended ~~continue~~March as31, a2026 ~~going~~compared ~~concern~~to ~~within~~$576,305 in the ~~twelve-month~~comparable period ~~subsequent~~in the prior year, an increase of $420,013 or 73%. That increase was primarily attributable to marketing and operational initiatives which resulted in the ~~date~~increases ~~that~~in ~~these~~revenues ~~financial~~and ~~statements~~gross ~~are~~profits ~~issued.~~discussed above.

~~The~~Page ~~consolidated~~43 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~~58 ~~and~~Table ~~satisfaction~~ of ~~liabilities and commitments in the ordinary course of business.~~Contents

~~Management’s~~Loss ~~strategic~~From ~~plans include the following:~~ Operations

·Amounts ~~Expand~~have ~~into~~not ~~new~~been ~~and~~adjusted ~~existing markets, · Obtain additional debt and/or equity-based financing, · Collaborations with other operating businesses~~ for ~~strategic~~reclassification ~~opportunities;~~of ~~and~~discontinued ~~· Acquire other businesses to enhance or complement our current business model while accelerating our growth~~operations.

~~Page~~Loss 59from operations was $874,249 for the three months ended March 31, 2026 compared to $540,672 in the comparable period in the prior year, an increase of 71$333,577 ~~Table~~or 62%. This increase is attributable to an improvement in gross profits of ~~Contents~~$86,436 offset by an increase in general and administrative expenses of $420,013 as described above.

~~Results~~Other ofIncome ~~Operations – Three Months Ended September 30, 2025 and 2024~~(Expense)

~~Sales~~Net other income (~~Net~~expense) was a net income amount of $917,667 for the three months ended March 31, 2026 as compared to a net loss amount of $77,491 for the comparable period in the prior year, a favorable swing of $995,158 or 1,284%. That favorable swing is primarily attributable to a $997,180 gain on the sale of USS in February 2026.

~~Sales~~Net ~~were~~Income ~~$870,215~~(Loss) ~~for~~From ~~the~~Continuing ~~three~~Operations ~~months~~Including ~~ended~~Non-Controlling ~~September 30, 2025 compared to $989,486 for the comparable period in the prior year, a decrease of $119,271 or 12%. This decrease is primarily attributable to the loss of a material customer.~~ Interest

~~Cost~~Net income from continuing operations, including non-controlling interest, was $43,418 for the three months ended March 31, 2026 as compared to a net loss of ~~Goods~~$618,163 ~~Sold~~for the comparable period in the prior year, a favorable swing of $661,163 or 107%. That favorable swing is primarily attributable to the unfavorable change of $333,577 in the loss from operations offset by the $997,180 gain on the sale of USS subsidiary.

~~Cost~~Non-Controlling of goods sold were $516,709 for the three months ended September 30, 2025 compared to $975,139 for the comparable period in the prior year, a decrease of $458,430 or 47%. This decrease is primarily attributable to reduction in employee compensation and loss of a material customer.Interest

~~General~~Non-controlling ~~and~~interest ~~Administrative~~was a benefit of $10,337 for the three months ended March 31, 2026 as compared to a benefit of $11,099 for the comparable period in the prior year, a decrease of $762 or 7%. This is attributable to the reduced losses experienced by Gladiator, the Company’s subsidiary wherein there is a non-controlling interest.

~~General~~Net ~~and~~Income ~~administrative~~(Loss) ~~expenses~~Available ~~were $849,135 for the three months ended September 30, 2025, a decrease of $2,184,680 or 72%. This decrease is primarily attributable~~ to aCommon one-time non-cash expense charge of $2,500,000 during 2024 related to the issuance of warrants to Orion4 for services rendered. In the absence of that charge during 2024, general and administrative expenses would have increased by $533,815 or 59%. That increase is attributable to the up-front costs of a number of expense reduction initiatives which will provide long-term benefits. Shareholders

~~Other~~Net ~~Income~~income (~~Expenses~~loss) -available ~~Net~~to common shareholders was net income of $53,755 for the three month period ended March 31, 2026 as compared to a net loss of $607,064 for the comparable period in the prior year, a favorable swing of $660,819 or 109%. That favorable swing is primarily attributable to the unfavorable change of $333,577 in the loss from operations offset by the $997,180 gain on the sale of USS subsidiary.

~~Net~~Page ~~other~~44 ~~income (expenses) were ($136,421) for the three months ended September 30, 2025 as compared to ($249,922) for the comparable period in the prior year, a favorable decrease~~ of ~~113,501~~58 orTable ~~45%. This decrease is primarily attributable to a decrease in interest expense~~ of ~~$71,829 related to less interest-bearing debt outstanding and a decrease of $57,488 in expense related to adjusting the value of our derivative liability at the end of each quarter.~~Contents

~~Net~~Three ~~Loss~~Months ~~Available~~Ended toMarch ~~Common~~31, ~~Shareholders~~2025 And 2024

Net loss available to common shareholders was $624,213 for the three months ended September 30, 2025 as compared to $3,269,390 for the comparable period in the prior year, a favorable decrease of $2,645,177 or 81%. This decrease is primarily attributable to a one-time non-cash expense charge of $2,500,000 during 2024 as discussed above. In the absence of that charge during 2024, net loss available to common shareholders would have favorably decreased by $145,177 or 19%.Revenues

~~Page~~Amounts 60have ofnot 71been ~~Table~~adjusted for reclassification of ~~Contents~~discontinued operations.

~~Results~~Revenues ofwere ~~Operations~~$846,416 –for ~~Nine~~the ~~Months~~three ~~Ended~~months ~~September~~ended 30March 31, 2025 ~~and~~compared ~~2024~~to $1,952,553 in the comparable period in the prior year, a decrease of $1,106,137 or 57%. This decrease was attributable to the loss of several key customers.

~~Sales~~Cost ~~(Net)~~of Revenues

~~Sales~~Amounts ~~were~~have ~~$2,594,487~~not ~~for~~been ~~the~~adjusted ~~nine months ended September 30, 2025 compared to $4,025,410,~~ for ~~the~~reclassification ~~comparable period in the prior year, a decrease~~ of ~~$1,430,091~~discontinued ~~or 36%~~operations. ~~This decrease is primarily attributable to the loss of a material customer.~~

Cost of ~~Goods~~revenues ~~Sold~~were $810,783 for the three months ended March 31, 2025 compared to $1,281,776 in the comparable period in the prior year, a decrease of $473,993 or 37%. This decrease was primarily attributable to the loss of several key high margin customers.

~~Cost~~Gross of goods sold were $1,986,529 for the nine months ended September 30, 2025 compared to $3,411,620 for the comparable period in the prior year, a decrease of $1,425,091 or 42%. This decrease is primarily attributable to reduction in employee compensation and loss of a material customer.Profits

~~General~~Amounts ~~and~~have ~~Administrative~~not been adjusted for reclassification of discontinued operations.

~~General~~Gross ~~and~~profits ~~administrative expenses~~ were $235,~~890,210~~633 or 4% for the ~~nine~~three months ended ~~September~~March 3031, 2025, acompared ~~decrease~~to of $2670,~~550,974~~777 or 4734%~~. This~~ ~~decrease~~in isthe ~~primarily~~prior ~~attributable~~year, to a ~~one-time~~decrease ~~non-cash expense charge~~ of $2635,~~500,000~~144 ~~during~~or ~~2024~~95%. ~~related~~This todecrease ~~the~~was ~~issuance~~directly ofattributable ~~warrants~~ to ~~Orion4 for services rendered. In~~ the ~~absence~~changes ofin ~~that~~revenues ~~charge during 2024, general~~ and ~~administrative expenses would have increased by $50,764 or 1%. That modest increase is attributable~~ cost ~~containment measures and a number~~ of ~~expense~~revenues ~~reduction~~discussed ~~initiatives~~immediately ~~which will provide long-term benefits~~above.

~~Other~~General ~~Income~~and ~~(Expenses) - Net~~Administrative

~~Net~~General ~~other~~and ~~income~~administrative (expenses) were ($~~356~~576,~~684)~~305 for the ~~nine~~three months ended ~~September~~March 3031, 2025 as compared to $~~114~~201,~~543~~408 ~~for~~in the comparable period in the prior year, an ~~unfavorable~~increase ~~decrease~~ of $~~471~~374,~~227~~897 or 45186%. This ~~unfavorable~~increase ~~decrease~~ is primarily attributable to aincreased ~~decrease~~payroll ~~in other income of $1~~costs,~~091,374~~ ~~related~~finance toand ~~PPP~~accounting ~~loan forgiveness. In the absence of that income during 2024, other income (~~expenses~~) would have favorably decreased by $620~~,~~147~~ orand ~~63%.~~legal ~~This~~fees ~~decrease~~associated iswith ~~primarily~~being ~~attributable to~~ a ~~decrease~~public ~~in interest expense of $398,632 related to less interest-bearing debt outstanding during 2025~~Company.

~~Net~~ Loss ~~Available~~From ~~to Common Shareholders~~Operations

~~Net~~Loss ~~loss~~from ~~available~~operations ~~to common shareholders~~ was $2540,~~602,745~~672 for the ~~nine~~three months ended ~~September~~March 3031, 2025 as compared to income from operations $4469,~~712,641~~369 ~~for~~in the comparable period in the prior year, aan ~~favorable~~unfavorable ~~decrease~~swing of $21,~~109~~010,~~896~~041 or 45215%. This ~~decrease~~unfavorable isswing ~~primarily~~was attributable to ~~a one-time non-cash expense charge of $2,500,000 during 2024 as discussed above. In~~ the ~~absence~~loss of ~~that~~several ~~charge~~key ~~during~~high ~~2024,~~margin ~~net~~customers ~~loss~~and ~~available~~an toincrease ~~common~~in ~~shareholders~~general ~~would~~and ~~have~~administrative ~~unfavorably~~expenses ~~decreased~~as bydiscussed ~~$390,104~~immediately ~~or 18%~~above.

Page 6145 of 7158 Table of Contents

~~Liquidity~~Other ~~and~~Income ~~Capital Resources~~(Expense)

AtNet ~~September~~other 30income (expense) was a net loss of $77,791 for the three months ended March 31, 2025 as compared to a net income of $883,111 for the ~~Company~~comparable ~~had~~period in the prior year, an unfavorable swing of $~~260~~960,~~443~~602 or 109%. This unfavorable swing was primarily attributable to the $1,091,374 in ~~cash~~forgiveness of a PPP loan in 2024 which did not recur in 2025.

~~For~~Net ~~the~~Income ~~nine~~(Loss) ~~months~~From ~~ended~~Continuing ~~September~~Operations ~~30,~~Including ~~2025~~Non-Controlling and 2024, the Company cash flow is summarized in the table below. Information regarding the components within each amount can be found in the Company’s Statements of Cash Flows which can be found elsewhere in this document.Interest

	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities	$	(1,463,712	)	$	51,022
Cach flows from investing activities		(40,727			-
Cash flows from financing activities		1,542,680			(14,039	)
Net	$	38,241		$	36,983

Net income (loss) from continuing operations, including non-controlling interest, was a net loss of $618,163 for the three months ended March 31, 2025 as compared to net income of $1,352,480 for the comparable period in the prior year, an unfavorable swing of $1,970,643 or 146%. That unfavorable swing is primarily attributable to the unfavorable change of $1,010,041 in the loss from operations plus the unfavorable change of $960,602 in other income (expense) as discussed immediately above.

~~Critical~~Non-Controlling ~~Accounting Policies and Estimates~~Interest

WeNon-controlling ~~prepare~~interest ~~our~~was ~~consolidated~~a ~~financial~~benefit ~~statements~~of in$11,099 ~~accordance~~for ~~with accounting principles generally accepted in~~ the ~~United~~three ~~States~~months ofended ~~America~~March ~~and~~31, ~~make~~2025 ~~estimates~~as ~~and~~compared ~~assumptions~~to ~~that~~zero ~~affect~~for ~~our~~the ~~reported~~comparable ~~amounts~~period ofin ~~assets, liabilities, revenue and expenses, and~~ the ~~related~~prior ~~disclosures of contingent liabilities~~year. WeThis ~~base~~increase ~~our~~is ~~estimates~~attributable onto ~~historical~~the ~~experience~~absence ~~and~~of ~~other~~a ~~assumptions~~non-controlling ~~that~~interest wein ~~believe~~the ~~are~~Company ~~reasonable~~ in the ~~circumstances.~~prior ~~Actual results may differ from these estimates~~period.

~~The~~Net ~~following~~Income ~~critical~~(Loss) ~~accounting~~Available ~~policies affect our more significant estimates and assumptions used in preparing our consolidated financial statements. Also, see Note 2~~ to ~~the~~Common ~~accompanying consolidated financial statements for a complete discussion of our accounting policies and estimates.~~Shareholders

~~There~~Net ~~were~~income no(loss) ~~changes~~available into ~~our~~common ~~accounting~~shareholders ~~policies~~was ~~and~~a ~~estimates~~net ~~since~~loss of $607,064 for the ~~filing~~three month period ended March 31, 2025 as compared to net income of ~~our~~$1,352,480 ~~Form~~for ~~10-K~~the oncomparable ~~April~~period 28in the prior year,~~2025~~ an unfavorable swing of $1,959,544 or 149%. That unfavorable swing is primarily attributable to the unfavorable change of $1,970,643 in the net income (loss) from continuing operations as discussed immediately above.

~~Recent~~Critical Accounting ~~Pronouncements~~Policies and Estimates

~~ASU~~We ~~2022-02~~prepared –our ~~Financial~~consolidated ~~Instruments~~financial –statements ~~Credit~~in ~~Losses~~accordance ~~(Topic~~with ~~326):~~accounting ~~Troubled~~principles ~~Debt~~generally ~~Restructurings~~accepted in the United States of America and ~~Vintage~~make ~~Disclosures~~estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses, and the related disclosures of contingent liabilities. We based our estimates on historical experience and other assumptions that we believe are reasonable in the circumstances. Actual results may differ from those estimates.

InPage ~~March~~46 ~~2022,~~of ~~the~~58 ~~FASB~~Table ~~issued~~of ~~ASU 2022-02, which:~~Contents

·Critical ~~Eliminates~~accounting ~~the~~policies ~~troubled~~consist ~~debt~~of ~~restructuring~~the ~~(TDR)~~following ~~model~~and ~~for~~are ~~creditors~~described ~~under~~in ~~ASC~~Note ~~310~~4, ~~“Receivables.”~~Basis ·of ~~Requires~~Presentation ~~enhanced~~and ~~vintage~~Summary ~~disclosures~~of ~~related~~Significant toAccounting ~~credit losses~~Policies, ~~including~~in ~~gross write-offs by year of origination. · Updates~~ the ~~accounting~~Company’s ~~guidance~~financial ~~under~~statements ~~ASC~~included ~~326,~~elsewhere ~~“Financial~~in ~~Instruments~~this –Quarterly ~~Credit Losses,” to enhance disclosures regarding loan refinancings and restructurings for borrowers experiencing financial difficulty~~Report.

~~Page~~· 62Basis of 71Presentation ~~Table~~· Use of ~~Contents~~Estimates and Assumptions · Principles of Consolidation and Non-Controlling Interest · Fair Value of Financial Instruments · Revenue Recognition · Income Taxes

~~The~~Critical ~~Company~~accounting ~~adopted~~estimates ~~ASU~~consist ~~2022-02~~primarily onof ~~January~~those 1described in Note 17, ~~2023.~~Business ~~The~~Reassessment ~~adoption~~and ~~did~~Repositioning ~~not~~Adjustment, ~~have~~and aNote ~~material~~18, ~~impact~~Income onTaxes, in the Company’s ~~consolidated~~ financial statements included elsewhere in this Quarterly Report.

~~ASU~~Item ~~2023-07~~3. –Quantitative ~~Segment~~and ~~Reporting~~Qualitative ~~(Topic~~Disclosure ~~280):~~About ~~Improvements~~Market ~~to Reportable Segment Disclosures~~Risk

InAs ~~November~~a ~~2023~~smaller reporting company, we are not required to provide the ~~FASB~~information ~~issued~~described ~~ASU~~by ~~2023~~Item 306 of Regulation S-07K regarding interest rate, ~~which~~foreign ~~enhances~~currency, ~~disclosure~~commodity ~~requirements~~price, ~~for~~and ~~reportable~~equity ~~segments~~market ~~by:~~risks.

·Item ~~Requiring enhanced disclosures of significant segment expenses~~4. ·Controls ~~Aligning~~and ~~segment reporting requirements with information regularly reviewed by management.~~Procedures

~~The~~Evaluation ~~Company~~of ~~adopted~~Disclosure ~~ASU~~and ~~2023-07~~Controls onand ~~January 1, 2024. The adoption did not have a material impact on the Company’s consolidated financial statements.~~Procedures

~~Recently~~We ~~Issued~~carried ~~Accounting~~out ~~Standards~~an ~~Not~~evaluation, ~~Yet~~under ~~Adopted~~the supervision and with the participation of our Management Team, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a - 15(c) and 15d - 15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective, (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our Chief Executive and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~ASU~~The ~~2023-09~~term –disclosure ~~Income~~controls ~~Taxes~~and procedures mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (~~Topic~~15 ~~740~~U.S.C. 78a ,et seq.): ~~Improvements~~is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ~~Income~~ensure ~~Tax~~that ~~Disclosures~~information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

InPage ~~December~~47 ~~2023,~~of ~~the~~58 ~~FASB~~Table ~~issued~~of ~~ASU 2023-09, which enhances income tax disclosure requirements by:~~Contents

·Our ~~Standardizing~~Management Team, including our Chief Executive Officer and ~~disaggregating~~Chief ~~rate~~Financial ~~reconciliation~~Officer, ~~categories.~~does ·not ~~Requiring~~expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of ~~income~~the ~~taxes~~control ~~paid~~system byare ~~jurisdiction~~met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

~~This~~Because ~~ASU~~we isare ~~effective~~a ~~for~~small ~~annual~~company ~~periods~~with ~~beginning~~a ~~after~~limited ~~December~~number ~~15,~~of ~~2024~~employees, ~~and~~there ~~may~~is bean ~~applied~~inherent onissue aof ~~prospective~~segregation orof ~~retrospective~~duties ~~basis~~as experienced by all small companies. ~~Early~~Outside ~~adoption~~financial isconsultants ~~permitted~~assist us with our bookkeeping and regulatory reporting requirements and we closely supervise all such services.

~~The~~Because ~~Company~~of ~~adopted~~inherent ~~ASU~~limitations ~~2023-07~~in onall ~~January~~control 1systems, ~~2025.~~internal ~~The~~control ~~adoption~~over ~~did~~financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have abeen ~~material~~detected. ~~impact~~Also, onprojections of any evaluation of effectiveness to future periods are subject to the ~~Company’s~~risk ~~consolidated~~that ~~financial~~controls ~~statements~~may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Other~~Management's ~~Accounting~~Report ~~Standards~~on ~~Updates~~Internal Control over Financial Reporting

~~The~~Our ~~FASB~~management ~~has~~is ~~issued~~responsible ~~various~~for ~~technical~~establishing ~~corrections~~ and ~~industry~~maintaining adequate internal control over financial reporting as defined in Rule 13a-~~specific~~15(f) ~~updates~~under ~~that~~the ~~are~~Exchange ~~not~~Act. ~~expected~~Our tointernal ~~have~~control over financial reporting is a ~~material~~process ~~impact~~designed onto provide reasonable assurance regarding the ~~Company’s~~reliability ~~consolidated~~of financial ~~position,~~reporting ~~results~~and the preparation of ~~operations,~~financial orstatements ~~cash~~for ~~flows~~external purposes in accordance with accounting principles generally accepted in the United States.

~~Other~~The ~~Recent~~term ~~Updates~~internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

~~Various~~· ~~other~~Pertain ~~ASUs~~to ~~have~~the ~~been~~maintenance ~~issued~~of records that, ~~primarily~~in ~~contain~~reasonable ~~technical~~detail, ~~corrections~~accurately orand ~~industry-specific~~fairly ~~guidance.~~reflect ~~These~~the ~~updates~~transactions and dispositions of our assets; · Provide reasonable assurance that transactions are ~~not~~recorded ~~expected~~as necessary to ~~have~~permit apreparation ~~material~~of ~~impact~~financial onstatements ~~the~~in ~~Company’s~~accordance ~~consolidated~~with ~~financial~~generally ~~position~~accepted accounting principles, ~~results~~and that receipts and expenditures of ~~operations~~the issuer are being made only in accordance with authorizations of management and directors of the issuer; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or ~~cash~~disposition ~~flows~~of the issuer's assets that could have a material effect on the financial statements.

~~Off-Balance~~Page ~~Sheet~~48 ~~Transactions~~of 58 Table of Contents

AtOur ~~September~~Management 30assessed the effectiveness of our internal control over financial reporting as of March 31, ~~2025~~2026. In making this assessment, our management used the ~~Company~~criteria ~~did~~set ~~not~~forth ~~have~~by ~~any~~the ~~transactions,~~Committee ~~obligations~~of orSponsoring ~~relationships~~Organizations ~~that~~of ~~could~~the beTreadway ~~considered~~Commission ~~off~~(COSO-~~balance~~2013) ~~sheet~~in ~~arrangements~~Internal Control-Integrated Framework. Management concluded that our internal control over financial reporting was not effective as of March 31, 2026.

~~Page~~Material ~~63 of 71 Table of Contents~~Weaknesses

~~Item~~Material 3.weaknesses ~~Quantitative~~identified ~~and~~consist ~~Qualitative~~of ~~Disclosure~~the ~~About Market Risk~~following:

As· aThe ~~smaller~~Company ~~reporting~~recognizes ~~company~~that due to its limited number of personnel, wethere are ~~not~~inherent ~~required~~challenges in achieving adequate segregation of duties within the financial reporting process and the preparation of financial statements in a timely manner. Management continues to ~~provide~~evaluate opportunities to enhance such internal controls and to improve the ~~information~~financial ~~required~~reporting process; · The Company's internal control processes during 2025 did not identify a number of journal entries and the reclassification of USS’ assets, liabilities, and operating results as discontinued operations which were brought to Management’s attention by ~~this~~the ~~Item~~external 3auditor in connection with the audit of the 2025 financial statements and subsequently recorded in the Company’s financial records. Management is reviewing its processes to strengthen controls and ensure greater accuracy moving forward; and · The Company acknowledges that its accounting team would benefit from additional technical expertise with respect to certain US GAAP matters. Management is exploring options to address these technical requirements, including external support.

~~Item~~Plan 4.for ~~Controls~~Remediation ~~and~~of ~~Procedures~~Material Weaknesses

~~Evaluation~~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 ~~Disclosure~~our remediation efforts and ~~Controls~~related testing as part of our 2026 assessment of the effectiveness of our internal control over financial reporting by improving our segregation of duties and ~~Procedures~~level of supervision.

WeChanges carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in ~~Exchange~~Internal ~~Act~~Control ~~Rules~~Over 13a - 15(c) and 15d - 15(e)). Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective, (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our Chief Executive and Chief Financial ~~Officer, as appropriate to allow timely decisions regarding required disclosure.~~Reporting

~~The~~There ~~term~~have ~~disclosure~~been ~~controls~~no ~~and~~changes ~~procedures mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer~~ in the ~~reports~~registrant's ~~that~~internal itcontrol ~~files~~over orfinancial ~~submits~~reporting ~~under~~through the ~~Exchange~~date ~~Act~~of ~~(15~~this ~~U.S.C.~~report ~~78a~~that ~~,et~~materially ~~seq.) is recorded~~affected, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or ~~submits under the Exchange Act~~ is ~~accumulated~~reasonably ~~and~~likely ~~communicated~~ to ~~the~~materially ~~issuer’s management~~affect, ~~including~~the ~~its~~registrant's ~~principal~~internal ~~executive~~control ~~and~~over ~~principal~~ financial ~~officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure~~reporting.

~~Our~~Independent ~~management,~~Registered ~~including~~Accountant's ~~our~~Internal ~~Chief~~Control Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.Attestation

~~Because~~This wereport ~~are~~does anot ~~small~~include ~~company~~an ~~with~~attestation areport ~~limited~~of ~~number~~the ofCompany’s ~~employees,~~registered ~~there~~public isaccounting anfirm ~~inherent~~regarding ~~issue~~internal ofcontrol ~~segregation~~over offinancial ~~duties~~reporting. asManagement's ~~experienced~~report was not subject to attestation by ~~all~~the ~~small~~Company's ~~companies.~~registered ~~Our~~public ~~outside~~accounting ~~financial~~firm ~~consultants~~pursuant ~~assist~~to ustemporary ~~with~~rules ~~our~~of ~~bookkeeping~~the Securities and ~~regulatory~~Exchange ~~reporting~~Commission ~~requirements,~~that ~~though~~permit weregistrants ~~supervise~~to ~~all~~provide ~~outside~~only ~~consultants~~Management's ~~work~~report in this Quarterly Report.

~~Because~~Page of49 ~~inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation~~ of ~~controls~~58 ~~can~~Table ~~provide absolute assurance that all control issues and instances~~ of fraud, if any, within the registrant have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Contents

~~Page~~PART 64II of– 71OTHER ~~Table of Contents~~INFORMATION

~~Management’s~~Item ~~Annual~~1. ~~Report~~Legal ~~on Internal Control over Financial Reporting.~~Proceedings

~~Our~~The ~~management~~Company is ~~responsible~~subject ~~for~~to ~~establishing~~litigation ~~and~~claims ~~maintaining~~arising ~~adequate internal control over financial reporting as defined~~ in ~~Rule~~the ~~13a-15(f)~~ordinary ~~under~~course ~~the~~of ~~Exchange Act~~business. ~~Our~~The ~~internal~~Company ~~control~~records ~~over~~litigation ~~financial~~accruals ~~reporting~~for islegal amatters ~~process~~which ~~designed~~are toboth ~~provide~~probable ~~reasonable~~and ~~assurance~~estimable ~~regarding the reliability of financial reporting~~ and ~~the~~for ~~preparation~~related oflegal ~~financial~~costs ~~statements~~as ~~for~~incurred. ~~external~~The ~~purposes~~Company indoes ~~accordance~~not ~~with~~reduce ~~accounting~~these ~~principles~~liabilities ~~generally~~for ~~accepted~~potential ininsurance ~~the~~or ~~United~~third-party ~~States~~recoveries.

~~The~~As ~~term internal control over financial reporting is defined as a process designed by, or under the supervision~~ of, ~~the~~March ~~issuer’s principal executive and principal financial officers~~31, ~~or persons performing similar functions~~2026, ~~and effected by~~ the ~~issuer’s~~Company ~~board~~was ofengaged ~~directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes~~ in ~~accordance~~litigation with ~~generally~~several ~~accepted~~parties ~~accounting~~as ~~principles~~described ~~and includes those policies and procedures that:~~below.

· Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

1)	Strategic Funding Source, Inc. d/b/a Kapitus, a New York corporation as Plaintiff against Gladiator Solutions, Inc. an Arizona corporation, Sentinel Holdings Ltd, a Nevada corporation, and Matthew C. Materazo an individual (Case No. 24cv438754), with an unlimited Civil Cross Complaint Gladiator Solutions, Inc. an Arizona corporation, Sentinel Holdings Ltd, a Nevada corporation, Cross-Complainants vs. Matthew C. Materazo.

	This matter involves a dispute over financing that was procured without approval or knowledge of the Company by Matthew C. Materazo to the detriment of Gladiator Solutions, Inc. and its shareholders. This complaint was initially filed by Strategic Funding Source against Gladiator Solutions for breach of a loan agreement and against Matthew Materazo to enforce a personal guaranty on the subject loan. The plaintiff alleges Gladiator owes $100,098. The Plaintiff also added Sentinel Holdings Ltd as an “alter ego” defendant of Gladiator. The Company filed an Answer to the Complaint, asserting that Gladiator’s former President Matt Materazo obtained the loan without authority or consent from Gladiator or Sentinel Holdings Ltd, and the Company filed a Cross-Complaint against Matt Materazo for indemnity for this unauthorized loan.

2)	James Martime Holdings, Inc. v. Matthew Materazo (Case No. C24-01956).

	James Maritime Holdings, Inc. (now known as Sentinel Holdings Ltd.) filed this action against defendant Matthew Materazo. The Complaint asserts that Matthew Materazo breached his fiduciary duties owed to Gladiator Solutions, Inc. and violated related duties by procuring merchant cash advance loans from various third party lenders under the name of Gladiator Solutions, without the knowledge or consent of Gladiator Solutions or Sentinel Holdings. The Complaint also seeks a judicial declaration that Sentinel Holdings is entitled to rescind or “claw back” 500,000 shares of Sentinel Holdings that was issued to Matthew Materazo and certain other previous shareholders of Gladiator Solutions pursuant to a Share Exchange Agreement between the parties.

	Matthew Materazo has filed a request with the Court seeking permission to file Cross-Complaints against Sentinel Holdings and certain other third parties asserting claims that he was allegedly induced to enter into the Share Exchange Agreement by certain representations that are not included in the fully integrated Share Exchange Agreement regarding potential future financings for the benefit of Gladiator Solutions. Sentinel Holdings and Gladiator Solutions opposed Matthew Materazo’s request to file the proposed Cross-Complaints. As of December 31, 2025, the Court had not ruled on Matthew Materazo’s request to file Cross-Complaints.

~~Our~~Page ~~management~~50 ~~assessed the effectiveness~~ of ~~our~~58 ~~internal~~Table ~~control over financial reporting as~~ of September 30, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal Control-Integrated Framework. Management concluded that our internal control over financial reporting was not effective as of September 30, 2025 primarily due to the absence of qualified financial personnel as further described below. See management’s plans for the remediation of such material weaknesses also described below.Contents

~~Page~~3) 65Redwood Fire & Casualty Ins. Co. v. United Security Specialists, Inc. This matter is a case against USS and Sentinel Holdings Ltd for unpaid workers comp insurance premiums. The unpaid balance was $36,947. The Company negotiated a settlement for this claim in the amount of 71$4,000 ~~Table~~per month for nine months. The payments have not been completed. 4) Vertol LLC v. Gladiator Solutions, Inc. This case involves an arbitration claim by Vertol LLC against Gladiator Solutions filed by the Claimant with the American Arbitration Association. The Claimant alleges that Gladiator Solutions failed to deliver certain products as required by a contract between Claimant and Gladiator Solutions. Matthew Materazo (the former President of ~~Contents~~Gladiator Solutions) appeared at the arbitration hearing as the unauthorized representative of Gladiator Solutions without notifying Gladiator Solutions or Sentinel Holdings of the claim asserted by Vertol or the arbitration proceeding itself. On or about February 23, 2026, Gladiator Solutions and Sentinel Holdings was notified, for the first time, by the Claimant that an arbitration award had been rendered against Gladiator Solutions on June 17, 2025 in the total amount of $332,081. Gladiator Solutions and Sentinel Holdings are evaluating the arbitration award and assessing a potential challenge to the award. 5) Mercy Falls LLC v. United Security Specialists, Inc. (Case No. 25CV468267). Mercy Falls LLC filed this action alleging that United Security Specialists, Inc. (USS) breached a consulting agreement by failing to remit payments purportedly due under the agreement for consulting services. Plaintiff alleges that USS owes approximately $140,000 under the consulting agreement. USS filed its Answer to the Complaint, denying Plaintiff’s claims and filed a Cross-Complaint against Mercy Falls LLC asserting claims for fraudulent concealment and intentional misrepresentation, and breach of contract.

~~Material~~Page ~~weakness~~51 ~~identified:~~of 58 Table of Contents

· The Company recognizes that due to its limited number of personnel, there are inherent challenges in achieving complete segregation of duties within the financial reporting process. Management continues to evaluate opportunities to enhance internal controls to mitigate these challenges. · The Company’s internal control processes did not identify 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 U.S. GAAP matters. Management is exploring options to address these technical requirements, including external support..

6)	Eardley v. Sentinel Holdings Ltd

	This matter is a case against Sentinel by its former CEO seeking a declaratory judgment claiming that shares issued to him while CEO were not authorized by the Company. The Company has counterclaimed for breach of Contract, for fraud, for breach of duty, for self-dealing and for violation of Section 10(b) and Rule 10(b)5 under the Securities and Exchange Act of 1934, and has also commenced a third-party claim against Michelle Turpin, as strawman, claiming that the two colluded to wrongfully have shares issued for the benefit of Eardley. The Company is vigorously pursuing its claims and defending the claims by Eardley.

7)	Foxcroft and Sentinel v. Rajan, et al.; Court of Comon Please, Philadelphia County, First Judicial District of Pennsylvania, Trial Division – Civil; No. 26020185

	On or about February 11, 2026, the Company commenced a civil action against Mr. Rajan and his entities for damages arising from a calculated and malicious campaign of character assassination and economic sabotage orchestrated by Rajan. Specifically, Raja utilized a “Litigation Hold” electronic mail (“email”) notice as a tactical weapon. Under the guise of a formal legal preservation demand, Defendant Raja authored a scathing “hit piece” email containing false and inflammatory accusations that Plaintiff Foxcroft was engaged in a criminal “pump-and-dump” scheme and an “undeniable self-serving scheme” to defraud investors. Rajan counterclaimed under various theories of liability.

~~Plan~~Item ~~for~~1A. ~~Remediation~~Risk ~~of Material Weaknesses~~Factors

WeIn ~~intend~~addition to ~~take~~conventional ~~appropriate~~risks and ~~reasonable~~uncertainties ~~steps~~in ~~to make~~ the ~~necessary~~ordinary ~~improvements~~course toof ~~remediate~~business ~~this~~that ~~deficiency~~are ascommon ~~resources~~ to doall sobusinesses, ~~become~~important ~~available.~~factors Wethat ~~intend~~are specific to ~~consider the results of~~ our ~~remediation~~industry ~~efforts~~ and ~~related~~the ~~testing~~Company ascould ~~part~~have ofa ~~our~~material ~~year-end~~and ~~2025~~adverse ~~assessment~~impact ofon ~~the effectiveness of~~ our ~~internal~~business, ~~control over~~ financial ~~reporting~~condition, byresults ~~improving our segregation~~ of ~~duties~~operations and ~~level~~cash ~~of supervision~~flows.

~~Changes~~Readers should carefully consider the risks factors described throughout this Quarterly Report and those described in ~~Internal~~the ~~Control~~Company’s ~~Over~~Annual ~~Financial~~Report ~~Reporting~~on Form 10-K for the year ended December 31, 2025, (specifically Part I, Item 1A, Risk Factors), filed with the Securities and Exchange Commission on June 5, 2026. There have been no material changes to the risk factors described in that Annual Report.

~~There~~Item ~~have~~2. ~~been~~Unregistered noSales ~~changes~~of inEquity ~~the~~Securities ~~registrant’s~~and ~~internal~~Use ~~control over financial reporting through the date~~ of ~~this report or during the quarter ended September 30, 2025, that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.~~Proceeds

~~Independent~~During ~~Registered~~the ~~Accountant’s~~three ~~Internal~~months ~~Control~~ended ~~Attestation~~March 31, 2026 and the years ended December 31, 2025, and December 31, 2024, the Company conducted the following sales of unregistered securities pursuant to Regulation D and Section 4(2) of the Securities Act of 1933, as amended. The Company used all such amounts for working capital and operating purposes.

~~This~~Page ~~report~~52 ~~does not include an attestation report~~ of ~~the~~58 ~~registrant’s~~Table 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.~~Contents

~~Page~~During 66the ofthree 71months ~~Table~~ended ofMarch ~~Contents~~31, 2026

~~PART II~~On –February ~~OTHER~~3, ~~INFORMATION~~2026, the Company sold 350,000 Warrant Units at $1.00 per Unit and received cash proceeds of $350,000. Each Unit consists of one Pre-Funded Warrant to purchase one share of Common Stock at $0.001 per share. All warrants were fully vested upon issuance and the warrant agreement did not specify an expiration date.

~~Item~~During 1.the ~~Legal~~year ~~Proceedings~~ended December 31, 2025

~~The~~a) On June 24, 2025, the Company isissued ~~subject~~135,000 toshares ~~litigation~~of ~~claims~~restricted ~~arising~~common instock at $1.00 per share and received cash proceeds of $135,000. b) On June 24, 2025, the ~~ordinary~~Company ~~course~~issued 15,000 shares of ~~business~~Restricted Preferred Stock Series B with an estimated fair value of $750,000 in consideration for consulting services. ~~The~~c) On various dates from July 23, 2025 through September 23, 2025, the Company ~~records~~issued ~~litigation~~1,685,000 ~~accruals~~Warrant Units at $1.00 per Unit for ~~legal~~the ~~matters~~purchase ~~which~~of ~~are~~up ~~both~~to ~~probable~~3,370,000 shares of Common Stock and ~~estimable~~received cash proceeds of $1,685,000. Each Unit consists of one Series A Warrant to purchase one share of Common Stock at $3.50 per share and ~~for~~one ~~related~~Pre-Funded ~~legal~~Warrant ~~costs~~to aspurchase ~~incurred~~one share of Common Stock at $0.001 ~~The~~per share. All warrants were fully vested upon issuance and expire on various dates over the next two years. d) On September 24, 2025, the Company ~~does~~issued ~~not~~1,600,000 ~~reduce~~shares ~~these~~of ~~liabilities~~Preferred Stock Series A with an estimated fair value of $1,600 to a related party in exchange for ~~potential~~consulting ~~insurance~~services. Shares of Preferred Stock Series A have voting rights, but they do not accrue dividends nor do they have any liquidation preferences, redemption rights, or ~~third~~conversion rights. e) On October 30, 2025, the Company issued 10,000 shares of Preferred Stock Series B with an estimated fair value of $500,000 to the Company’s President and CEO for services performed in connection with an acquisition in October 2025 described elsewhere in this document. f) On December 9, 2025, the Company’s Board of Directors approved the issuance of 184,000 shares of Common Stock with an estimated fair value of $184,000 to 184 employees in recognition of services rendered. Such shares were issued during the following month. Such shares were previously registered with the SEC on Form S-~~party~~8 ~~recoveries~~and issued during the following month.

AsPage of53 September 30, 2025, the Company was engaged in litigation with Strategic Funding Source, Inc. d/b/a Kapitus, a New York Corporation as Plaintiff against Gladiator Solutions, Inc. an Arizona Corporation, Sentinel Holdings Ltd. a Nevada Corporation and Matthew C. Materazo an individual Case No. 24cv438754. A Cross-Complaint was filed in this proceeding by Gladiator Solutions, Inc. and Sentinel Holdings Ltd. against Matthew C. Materazo. This litigation involves a dispute over financing that was procured without approval or knowledge of ~~the~~58 ~~Company~~Table ~~by Matthew C. Materazo to the detriment~~ of Gladiator Solutions, Inc. and its shareholders. This complaint was initially filed by Strategic Funding Source against Gladiator Solutions for breach of a loan agreement. The plaintiff alleges Gladiator owes $100,098. The Plaintiff also added James Maritime Holdings as an “alter ego” defendant and asserts claims against Matt Materazo to enforce a personal guaranty on the subject loan. The Company filed an Answer to the Complaint, asserting that Gladiator’s former President Matt Materazo obtained the loan without authority or consent from Gladiator or James Maritime, and the Company filed a Cross-Complaint against Matt Materazo for this unauthorized loan. We believe a settlement with the plaintiff can be reached, and we plan to pursue claims against Mr. Materazo for indemnity for any payments made by Gladiator to settle this case. Mr. Materazo has indicted that he will seek the Court’s permission to file various counterclaims against James Maritime Holdings, which will be challenged and contested by the Company.Contents

~~Tim~~During ~~Running~~the v.year ~~United~~ended ~~Security~~December ~~Specialists~~31, 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 the plaintiff agreed to move his claims into arbitration. The Company anticipates negotiating a settlement with this plaintiff.2024

~~Josue~~a) ~~Ceballes~~On v.March ~~United~~6, ~~Security~~2024, ~~Specialists~~the Company cancelled 866,667 ~~Inc~~shares of common stock that was previously issued and re-issued the same shareholders a total of 368,967 in accordance with stated agreements. isb) On June 5, 2024, USS entered into a ~~wage~~promissory note agreement with Clearview Funding Solutions for $200,000, which matured in June 2025. An origination and ~~hour~~finance ~~class~~fee ~~action~~of ~~filed~~$15,000 byare ~~USS~~included ~~employee~~in ~~Tim~~the ~~Running~~principal and discounted against ~~USS~~the note over the term. As of June 30, 2024, the note had an outstanding balance of $171,600. c) On June 8, 2024, the Company issued 75,000 units consisting of one share of common stock and one warrant. The ~~Plaintiff~~units ~~agreed~~were tosold ~~submit~~at ~~this~~$1/unit ~~claim~~and toreceived ~~arbitration~~cash proceeds of $75,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2025. d) On June 28, 2024, the ~~class~~Company ~~action~~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 ~~dropped~~received in July 2024. e) In July 2024, the Company issued 225,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit and the Company ~~anticipates~~received ~~negotiating~~cash aproceeds ~~settlement~~of $225,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. f) In August 2024, the Company issued 50,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit and the Company received cash proceeds of $50,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. g) On September 6, 2024, the Company issued 50,000 shares of Preferred Stock Series B with ~~this~~an ~~plaintiff~~estimated fair value of $2,500,000 ($50/share) as a consulting fee to a related party, its majority shareholder. h) In October 2024, the Company issued 20,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit and the Company received cash proceeds of $20,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. i) In November 2024, the Company issued 250,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit and the Company received cash proceeds of $250,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. j) In December 2024, the Company issued 50,000 shares of common stock. The stock was sold at $1/share and the Company received cash proceeds of $50,000.

~~Redwood~~Page ~~Fire~~54 &of ~~Casualty~~58 ~~Ins.~~Table ~~Co.~~of 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. .Contents

~~Saratoga~~We ~~Office~~relied ~~Center~~on ~~Corp. v.~~exemptions ~~United~~provided ~~Security~~by ~~Specialists~~Section 4(2) of the Securities Act of 1933, as amended and ~~James~~Regulation ~~Maritime~~D. ~~Holdings~~We ismade athis ~~claim~~offering ~~filed~~based byon the ~~prior~~following ~~landlord~~facts: ~~against~~(1) ~~USS~~the ~~for~~issuances ~~unpaid~~were ~~office~~isolated ~~rent. The~~private ~~total~~transaction ~~amount~~which ~~allegedly~~did ~~owed~~not ~~was~~involve ~~$124~~a public offering; (2) there were only limited offerees,~~358. The~~ ~~Company~~(3) ~~negotiated~~the offerees have agreed to the imposition of a ~~settlement~~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 ~~this~~the ~~claim~~sale of the stock took place directly between the offerees and our management.

~~Page~~Item 673. ofDefaults 71Upon ~~Table~~Senior ~~of Contents~~Securities

~~The Company is engaged in litigation with Mercy Falls, LLC in the matter Mercy Falls, LLC v~~None. United Security Specialists, Inc., et al. In that case, Mercy Falls LLC asserts that United Security Specialists breached the terms of a consulting agreement and asserts damages of approximately $140,000. The Company denies the claims asserted by Mercy Falls, LLC and intends to defend itself against the claims and may assert counterclaims against Mercy Falls, LLC.

~~Management~~Item is4. ~~not~~Mine ~~aware~~Safety of any other pending or threatened litigation, claims or assessments with respect to which we have advised the Company are probable of assertion and must be disclosed in accordance with FASB Accounting Standards Codification 450, Contingencies.Disclosures

~~Item~~Not 1Aapplicable. ~~Risk Factors~~

~~Not~~Item ~~required~~5. ~~for~~Other ~~smaller reporting companies.~~Information

~~Item~~S-1 2.Registration ~~Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities~~Statement

On ~~June~~May 2414, 2025, wethe ~~issued~~Company 15went effective with a S-1 Registration Statement which registered under the Securities Act of 1933, a proposed resale by certain selling security holders named in incorporated prospectus, or their permitted assigns. of up to 3,185,000 shares of ~~Series~~the BCompany’s common stock, ~~Preferred~~$0.001 par value per share, which amount consists of (i) 2,135,000 shares of common stock tooutstanding ~~Orion~~as 4of May 14, ~~LLC~~2025, ~~having~~and a(ii) ~~fair~~an ~~value~~aggregate of ~~$750~~1,050,000 ~~for~~shares ~~services~~of ~~rendered~~common stock issuable upon exercise of common stock purchase warrants outstanding on May 14, 2025, issued in connection with private placements of the Company’s common stock to certain of said selling security holders.

OnThe ~~June~~Company 28is not selling any shares of common stock under this Registration and will not receive any proceeds from the sale of shares of common stock by the selling security holders. If and when there is a cash exercise of the Purchase Warrants, ~~2025~~the Company will receive the exercise price of such warrants. If all warrants are exercised, wethe ~~issued~~Company ~~135~~would receive for an aggregate of approximately $2,887,000. There is no assurance that any of said warrants will be exercised. The selling security holders bear all commissions and discounts, if any, attributable to their sale of the shares of common stock. ~~for~~The ~~$135~~Company bears all costs,~~000~~ expenses and fees in connection with the registration of the shares of common stock.

~~Add~~The ~~text~~selling ~~regarding~~security holders will offer and sell the ~~sales~~shares at a fixed price of ~~warrants~~$3.50 inper Q3share until the Company’s common stock is listed on an established public trading market. There can be no assurance the Company’s common stock will ever be listed on an established public trading market. For additional information regarding this Registration of these Securities, contact the Company, or review the Registration Statement and Exhibits publicly available on the SEC’s EDGAR System.

~~Item~~Page 3.55 ~~Defaults~~of ~~Upon~~58 ~~Senior~~Table ~~Securities~~of Contents

~~None.~~Related Party Controlling Stockholder

~~Item~~As 4.of ~~Mine~~March ~~Safety~~31, ~~Disclosures~~2026, Padang Padang, Ltd (Padang) owned:

Not applicable.

1)	2,000,000 shares of Preferred Stock Series A, each share of which entitles the holder to 30 votes per share resulting in 60,000,000 voting rights; and

2)	50,000 shares of Preferred Stock Series B, each share of which entitles the holder to 10 votes per share resulting in 50,000 voting rights. Additionally, each share is convertible at the option of the holder into common stock at a ratio of 50:1. Therefore, these shares, if converted into common stock, would instead provide the holder with 2,500,000 voting rights.

~~Item~~Therefore, 5Padang controls, on a fully diluted and fully converted basis, an aggregate of 62,500,000 votes rights representing 80% of the Company’s total voting power. ~~Other~~Accordingly, ~~Information~~Padang has the ability to determine or significantly influence the outcome of matters submitted to a vote of the Company’s stockholders, including the election of directors and approval of significant corporate transactions. The Company is therefore considered to be under the control of Padang for financial reporting purposes.

OnThere ~~May~~have ~~14,~~been ~~2025,~~no ~~the~~transactions ~~Company went effective~~ with athis ~~S-1~~stockholder ~~Registration~~during ~~Statement which registered under~~ the ~~Securities~~three ~~Act~~months ofended ~~1933,~~March ~~a proposed resale by certain selling security holders named in incorporated prospectus~~31, 2026 or ~~their permitted assigns. of up to 3,185,000 shares of~~ the ~~Company’s~~period ~~common~~thereafter ~~stock,~~through $0.001 par value per share, which amount consists of (i) 2,135,000 shares of common stock outstanding as of May 14, 2025, and (ii) an aggregate of 1,050,000 shares of common stock issuable upon exercise of common stock purchase warrants outstanding on May 14, 2025, issued in connection with private placements of the ~~Company’s~~date ~~common stock to certain~~ of ~~said~~this ~~selling security holders~~report.

~~Page~~Our 68Internet ~~of 71 Table of Contents~~Website

~~The~~Our ~~Company~~Internet iswebsite ~~not~~address ~~selling any shares of common stock under this Registration and will not receive any proceeds from the sale of shares of common stock by the selling security holders. If and when there~~ is ~~a cash exercise of the Purchase Warrants, the Company will receive the exercise price of such warrants~~sentinelholdingsltd. ~~If all warrants are exercised, the Company would receive for an aggregate of approximately $2,887,000~~net. ~~There is no assurance that any of said warrants will be exercised.~~ The ~~selling~~information ~~security~~contained ~~holders~~on ~~bear~~our ~~all~~website, ~~commissions~~or ~~and~~through ~~discounts~~it, ifis ~~any,~~not ~~attributable~~a topart ~~their sale~~ of ~~the~~this ~~shares~~Quarterly ~~of common stock~~Report. ~~The~~We ~~Company~~have ~~bears~~provided ~~all~~our ~~costs,~~website ~~expenses~~address ~~and~~here ~~fees~~solely inas ~~connection~~an ~~with~~inactive ~~the~~textual ~~registration of the shares of common stock~~reference.

~~The~~Page ~~selling~~56 ~~security holders will offer and sell the shares at a fixed price~~ of ~~$3.50~~58 ~~per~~Table share until the Company’s common stock is listed on an established public trading market. There can be no assurance the Company’s common stock will ever be listed on an established public trading market. For additional information regarding this Registration of ~~these Securities, contact the Company, or review the Registration Statement and Exhibits publicly available on the SEC’s EDGAR System.~~ Contents

~~Related~~Item ~~Party~~6. ~~Controlling Stockholder~~Exhibits

As of August 14, 2025, Padang Padang, Ltd. beneficially owned 400,000 shares of Series A, preferred stock, each of which carries 30 votes per share, resulting in 12,000,000 voting rights. In addition, Padang Padang, Ltd. holds 50,000 shares of Series B Preferred Stock, which are convertible into common stock at a ratio of 50:1 and entitle the holder to an additional 2,500,000 votes.

Exhibit No.		Description of Exhibit
31.1 *		Rule 13a14(a)/15d-14(a) Certification of Principal Executive Officer
31.2 *		Rule 13a14(a)/15d-14(a) Certification of Principal Financial Officer
32.1 *		Section 1350 Certification of Principal Executive Officer
32.2		Section 1350 Certification of Principal Financial Officer
101.INS**		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH**		Inline XBRL Taxonomy Extension Schema Document
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Definition Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

AsPage a57 ~~result, Padang Padang, Ltd. controls an aggregate~~ of ~~14,500,000~~58 ~~votes,~~Table ~~representing a majority~~ of the Company’s total voting power. Accordingly, Padang Padang, Ltd. has the ability to determine or significantly influence the outcome of matters submitted to a vote of the Company’s stockholders, including the election of directors and approval of significant corporate transactions. The Company is therefore considered to be under the control of Padang Padang, Ltd. for financial reporting purposes.Contents

~~There have been no transactions with this stockholder during the nine months ended September 30, 2025.~~SIGNATURES

~~Page~~Pursuant 69to the requirements of 71Section ~~Table~~13 or 15(d) of ~~Contents~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Item 6. Exhibits

	Sentinel Holdings Ltd

Date: July 10, 2026	By:	/s/ Kyle Madej
		Kyle Madej
		Principal Executive Officer

Exhibit No.		Description of Exhibit
31.1 *		Rule 13a14(a)/15d-14(a) Certification of Principal Executive Officer
31.2 *		Rule 13a14(a)/15d-14(a) Certification of Principal Financial Officer
32.1 *		Section 1350 Certification of Principal Executive Officer/Principal Financial Officer
101.INS**		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH**		Inline XBRL Taxonomy Extension Schema Document
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Definition Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated.

Page 70 of 71 Table of Contents

Signature	Title	Date

	President, Chief Executive Officer,
/s/ Kyle Madej	Treasurer, Secretary, and	July 10, 2026
Kyle Madej	Chairman of the Board
	(Principal Executive Officer)

~~SIGNATURES~~Page 58 of 58

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Sentinel Holdings Ltd
Date: November 19, 2025	By:	/s/ Kyle Madej
		Kyle Madej
		President (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Kyle Madej	President	November 19, 2025
Kyle Madej	(Principal Executive Officer and Principal Financial Officer)

Page 71 of 71

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