10-Q

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 30, 2024

OR

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

COMMISSION FILE NUMBER 000-55805

JAMES MARITIME HOLDINGS INC.

(Exact name of registrant as specified in its charter)

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

9360 South 300 West, #101

Sandy, UT 84070

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (801) 706-9429

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	N/A	N/A

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 ☐

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 14, 2024, there were 9,064,129 shares of our common stock, par value $0.001 per share, and 400,000 shares of our preferred stock, par value $0.001 outstanding.

JAMES MARITIME HOLDINGS INC.

FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS

	PAGE
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements	3-35
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3. Quantitative and Qualitative Disclosure About Market Risk	40
Item 4. Controls and Procedures	40
PART II – OTHER INFORMATION	41
Item 1. Legal Proceedings	41
Item 1A. Risk Factors	41
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities	41
Item 3. Defaults Upon Senior Securities	43
Item 4. Mine Safety Disclosure	43
Item 5. Other Information	43
Item 6. Exhibits	44
SIGNATURES	45
EXHIBIT INDEX

2

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Sentinel Holdings Ltd f/k/a James Maritime Holdings Inc.

A Nevada Corporation

Condensed Consolidated Financial Statements

(Unaudited)

September 30, 2024

Sentinel Holdings Ltd f/k/a James Maritime Holdings Inc.

TABLE OF CONTENTS

	Page
Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	4
Condensed Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 30, 2024 and 2023	5
Condensed Consolidated Statements of Shareholders' Deficit(Equity) (Unaudited) for the three and nine months ended September 30, 2024 and 2023	6
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three and nine months ended September 30, 2024 and 2023	7
Notes to Unaudited Condensed Consolidated Financial Statements	8-35

3

JAMES MARITIME HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 AS OF SEPTEMBER 30, 2024 (UNAUDITED) AND DECEMBER 31, 2023

	September 30, 2024			December 31, 2023
	(Unaudited)
Assets
Current Assets
Cash	$	82,534		$	45,551
Accounts receivable - net		170,480			720,112
Prepaids and other		18,799			42,724
Total Current Assets		271,813			808,387
Due from related party		7,400			7,400
Intangible assets - net		2,088,274			2,088,274
Property and equipment - net		104,703			159,142
Operating lease - right-of-use asset		280,720			346,986
Total Assets	$	2,752,910		$	3,410,189
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued expenses	$	1,900,368		$	1,669,908
Due to related parties		-			7,960
Notes payable - net		443,400			536,251
Convertible debenture		35,000			35,000
Loans payable		542,933			760,842
Derivative liability		366,528			175,045
Operating lease liability		77,178			81,805
Total Current Liabilities		3,365,407			3,266,811
Long Term Liabilities
Notes payable - net		-			110,287
Loans payable - net		67,800			67,800
Operating lease liability		232,464			288,413
Total Long Term Liabilities		300,264			466,500
Total Liabilities		3,665,671			3,733,311
Commitments and Contingencies
Stockholders' Deficit
Series A Preferred stock - $0.001 par value; 2,000,000 shares authorized
400,000 shares issued and outstanding, respectively		400			400
Series B Convertible Preferred stock - $0.001 par value; 1,000,000 shares authorized
50,000 shares issued and outstanding, respectively		50			-
Common stock - $0.001 par value, 90,000,000 shares authorized
9,051,429 and 9,064,129 shares issued and outstanding, respectively		9,051			9,064
Subscription Receivable		-			-
Additional paid-in capital		17,892,502			13,769,537
Accumulated deficit		(18,628,568	)		(13,915,927	)
Deficit attributable to stockholders of James Maritime Holdings, Inc.		(726,565	)		(136,926	)
Accumulated other comprehensive loss		(186,196	)		(186,196	)
Total Stockholders' Deficit		(912,761	)		(323,122	)
Total Liabilities and Stockholders' Deficit	$	2,752,910		$	3,410,189

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

4

JAMES MARITIME HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Sales - net	$	989,486		$	2,382,896		$	4,025,410		$	6,915,105
Cost of goods sold		975,139			1,043,945			3,411,620			4,995,598
Gross profit (loss)		14,347			1,338,951			613,790			1,919,507
General and administrative expenses		3,033,815			1,176,414			5,440,974			3,925,755
Loss from operations		(3,019,468	)		162,537			(4,827,184	)		(2,006,248	)
Other income (expense)
Interest expense		(199,912	)		(430,910	)		(775,588	)		(757,807	)
Financial expenses		-			-			-			(26,607	)
Change in fair value of derivative liabilities		(49,812	)		-			(191,483	)		156,354
PPP forgiveness		-			-			1,091,374			-
Loss on impairment of intangible asset		-			-			-			-
Other income		(198	)		-			(9,760	)		322
Total other income (expense) - net		(249,922	)		(430,910	)		114,543			(627,738	)
Net loss	$	(3,269,390	)	$	(268,373	)	$	(4,712,641	)	$	(2,633,986	)
Non-controlling interest		-			-			-			(157,098	)
Net loss available to common stockholders	$	(3,269,390	)	$	(268,373	)	$	(4,712,641	)	$	(2,476,888	)
Loss per share - basic and diluted	$	(0.37	)	$	(0.03	)	$	(0.53	)	$	(0.27	)
Weighted average number of shares - basic and diluted		8,939,799			9,064,129			8,818,430			9,064,129

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

5

JAMES MARITIME HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

																							Total Equity(Deficit)
	Preferred Stock - Series A				Preferred Stock - Series B				Common Stock						Additional Paid-in		Stock Subscription			Accumulated			attributable to the			None- Controlling			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Receivable			Deficit			Company			Interest			Deficit
December 31, 2023		400,000	$	400		-	$	-		9,064,129		$	9,064		$	13,769,537	$	-		$	(13,915,927	)	$	(136,926	)	$	(186,196	)	$	(323,122	)
Shares cancelled		-		-		-		-		(866,667	)		(867	)		-		-			-			(867	)		-			(867	)
Shares issued		-		-		-		-		368,967			369			-		-			-			369			-			369
Stock issued for services		-		-		-		-		-			-			-		-			-			-			-			-
Net income		-		-		-		-		-			-			-		-			1,352,480			1,352,480			-			1,352,480
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
Stock issued for cash		-		-		-		-		175,000			175			174,825		(100,000	)		-			75,000			-			75,000
Warrants issued for services rendered		-		-		-		-		-			-			1,138,500		-			-			1,138,500			-			1,138,500
Net income		-		-		-		-		-			-			-		-			(2,795,731	)		(2,795,731	)		-			(2,795,731	)
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	)
Stock issued for cash		-		-		-		-		310,000			310			309,690		100,000			-			410,000			-			410,000
Stock issued for services		-		-		50,000		50		-			-			2,499,950		-			-			2,500,000			-			2,500,000
Net income		-		-		-		-		-			-			-		-			(3,269,390	)		(3,269,390	)		-			(3,269,390	)
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	)

James Maritime Holdings, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity

For the Three and Nine Months Ended September 30, 2023

(Unaudited)

									Additional					Total			None-			Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders'			Controlling			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit			Interest			Equity
December 31, 2022		400,000	$	400		9,004,129	$	9,004	$	13,656,447	$	(11,454,076	)	$	2,211,775		$	(29,082	)	$	2,182,693
Stock issued for services		-		-		-		-		-		-			-			-			-
Net loss		-		-		-		-		-		(1,041,039	)		(1,041,039	)		(151,513	)		(1,192,552	)
March 31, 2023		400,000		400		9,004,129		9,004		13,656,447		(12,495,115	)		1,170,736			(180,595	)		990,141
Stock issued for services		-		-		60,000		60		378,840		-			378,900			-			378,900
Net loss		-		-		-		-		-		(1,167,475	)		(1,167,475	)		(5,585	)		(1,173,060	)
June 30, 2023		400,000	$	400		9,064,129	$	9,064	$	14,035,287	$	(13,662,590	)	$	382,161		$	(186,180	)	$	195,981
Net loss		-		-		-		-		-		(268,374	)		(268,374	)		-			(268,373	)
September 30, 2023		400,000	$	400		9,064,129	$	9,064	$	14,035,287	$	(13,930,964	)	$	113,787		$	(186,180	)	$	(72,393	)

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

6

JAMES MARITIME HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

	For the Nine Months Ended September 30,
	2024			2023
Operating activities
Net loss	$	(4,712,641	)	$	(2,633,986	)
Adjustments to reconcile net loss to net cash provided by operations
Loss on impairment of goodwill and intangibles		-			911,467
Depreciation and amortization		31,018			1,090,523
Amortization of operating lease - right-of-use asset		66,266			-
Amortization of debt discount		70,032			37,032
Bad debt expense		39,052			-
Warrants issued for services rendered		1,138,500			-
Stock based compensation expense (benefit)		2,499,502			378,900
Non-cash charitable contribution		23,421
Changes in operating assets and liabilities
(Increase) decrease in
Accounts Receivable		510,580			(59,184	)
Other Assets		-			(196,947	)
Prepaids and other		23,925			17,184
Due to related party		-			71,975
Increase (decrease) in
Accounts payable and accrued expenses		230,460			438,123
Deferred revenue		-			(400,000	)
Change in fair value of derivative liability		191,483			(156,354	)
Operating lease liability		(60,576	)		-
Net cash provided by (used in)operating activities		51,022			(501,267	)
Financing activities
Repayment of notes payable		(529,044	)		(610,478	)
Proceeds from notes payable		348,874			679,200
Repayment of loans		(310,909	)		(1,153	)
Repayment of loans - related party		(7,960	)		-
Proceeds from sale of common stock		485,000			-
Net cash provided by (used in) financing activities		(14,039	)		67,569
Net increase in cash		36,983			(433,698	)
Cash - beginning of period		45,551			455,453
Cash - end of period	$	82,534		$	21,755
Supplemental disclosure of cash flow information
Cash paid for interest	$	135,032		$	-
Cash paid for income tax	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities
Issuance of common shares for subscription receivable	$	-		$	-

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

7

 SENTINEL HOLDINGS, INC. AND SUBSIDIARIES

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

Note 1 - Organization and Nature of Operations

Organization

The accompanying consolidated financial statements include the accounts of Sentinel Holdings, LLC (f/k/a James Maritime Holdings Inc. (“James Maritime”)) and its majority-owned subsidiaries, Gladiator Solutions Inc. (“Gladiator”), and United Security Specialists Inc. (“USS”) (collectively the “we”, “us”, “our”,  or the “Company”). We were incorporated in the State of Nevada on January 23, 2015.

Effective July 17, 2024 the Company effectuated a name change from James Maritime Holdings, Inc. to Sentinel Holdings Ltd. The name change was conducted in order to better reflect the current business activities of the Company and provide better transparency to the markets and our shareholders. The company is currently awaiting approval from FINRA regarding this name change.

Nature of Operations

Our lines of business consist of the following:

Gladiator

Produces revenues through the distribution of personal protective products, primarily through mail-in orders to customers or via e-commerce sales generated through their website.

USS

Provides professional security personnel enhanced by smartphone-based security applications.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). 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.

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period.

8

These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the United States Securities and Exchange Commission on June 4, 2024.

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.

Liquidity and Going Concern

As reflected in the accompanying consolidated financial statements, for the nine months ended September 30, 2024, the Company had:

·	Net loss of $4,712,641; and
·	Net cash provided by operations was $51,022
Additionally, at September 30, 2024, the Company had:
·	Accumulated deficit of $18,628,568
·	Stockholders’ deficit of $912,761; and
·	Working capital deficit of $3,093,594

The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company has relied on related parties for debt based funding of its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations.

The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings.

There can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations.

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $82,534 at September 30, 2024.

The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended June 30, 2025, and our current capital structure including equity-based instruments and our obligations and debts.

9

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 (commercial and residential),

· 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.

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation and Non-Controlling Interest

These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

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.

Business Segments and Concentrations

The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. 

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

Use of Estimates and Assumptions

Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

Significant estimates during the nine months ended September 30, 2024 and 2023, respectively, include, allowance for doubtful accounts receivable,  valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives related to property and equipment, impairment of intangible assets, implicit interest rate in right-of-use operating leases, uncertain tax positions, and the valuation allowance on deferred tax assets.

10

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

The Company has experienced, and in the future may experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Fair Value of Financial Instruments

The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. 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, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

· Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

· Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

· Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

The Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, and accounts payable and accrued expenses – related party, are carried at historical cost. At September 30, 2024 and December 31, 2023, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

11

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.

Cash and Cash Equivalents and Concentration of Credit Risk

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

At September 30, 2024 and December 31, 2023, respectively, the Company did not have any cash equivalents.

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

At September 30, 2024 and December 31, 2023, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral.

Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made.

The following is a summary of the Company’s accounts receivable at September 30, 2024 and December 31, 2023:

	September 30, 2024		December 31, 2023
Accounts receivable	$	170,480	$	720,112
Less: allowance for doubtful accounts		-		-
Accounts receivable - net	$	170,480	$	720,112

There was bad debt expense of $39,052 and $0 for the nine months ended September 30, 2024 and 2023, respectively.

Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations.

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Concentrations

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

	AR
	Nine Months Ended September 30,			Year Ended December 31,
Customer	2024			2023
A		67.73	%		27.94	%
B		0.00	%		30.85	%
Total		67.73	%		58.79	%

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

	Nine Months Ended September 30,
Customer	2024			2023
A		24.81	%		12.19	%
B		8.16	%		21.12	%
Total		32.97	%		33.31	%

Impairment of Long-lived Assets including Internal Use Capitalized Software Costs

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, 2024 and 2023, respectively.

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Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the 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 reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

There were no impairment losses for the three and nine months ended September 30, 2024 and 2023, respectively.

Derivative Liabilities

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “Distinguishing Liabilities from Equity” and FASB ASC Topic No. 815, (“ASC 815”) “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations (other income/expense) as a gain or loss on the change in fair value of derivative liabilities. The Company uses a Black-Scholes pricing model to determine fair value of these instruments.

Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivative liabilities, and any remaining unamortized debt discounts, and where appropriate recognizes a net gain or loss on debt extinguishment (debt based derivative liabilities). In connection with any extinguishments of equity based derivative liabilities (typically warrants), the Company records an increase to additional paid-in capital for any remaining liability balance extinguished.

Equity instruments  that  are  initially  classified  as  equity  that  become  subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

Original Issue Discounts and Other Debt Discounts

For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.

Additionally, the Company may issue common stock with certain notes issued, which are recorded at fair value. These discounts are also recorded as a component of debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. The combined debt discounts cannot exceed the face amount of the debt issued.

Debt Issue Cost

Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations.

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Right of Use Assets and Lease Obligations

The Right of Use Asset and Lease Liability reflect the present value of the Company’s estimated future minimum lease payments over the lease term, which may include options that are reasonably assured of being exercised, discounted using a collateralized incremental borrowing rate.

Typically, renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements exceed that of the initial lease term, and the performance of the business remains strong. Therefore, the Right of Use Asset and Lease Liability may include an assumption on renewal options that have not yet been exercised by the Company. The Company’s operating leases contained renewal options that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities.

As the rate implicit in leases are not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease within a particular currency environment. See Note 7 for third party and related party operating leases.

Revenue Recognition

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

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

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

Identify the contract with a customer

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

Identify the performance obligations in the contract

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

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Determine the transaction price

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

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

Allocate the transaction price to performance obligations in the contract

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

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

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

Recognize revenue when or as the Company satisfies a performance obligation

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

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

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.

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Disaggregation of Revenues

The following represents the Company’s disaggregation of revenues for the nine months ended September 30, 2024 and 2023:

	Nine Months Ended September 30, 2024
	2024					2023
	Revenue		% of Revenues			Revenue		% of Revenues
Personal protective products	$	4,025,410		100.00	%	$	6,915,105		100.00	%
Total Sales	$	4,025,410		100.00	%	$	6,915,105		100.00	%

Cost of Goods Sold

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

Income Taxes

The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

At September 30, 2024 and December 31, 2023, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the nine months ended September 30, 2024 and 2023, respectively.

Valuation of Deferred Tax Assets

The Company’s deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

The Company reviews the likelihood that it will realize the benefit of its deferred tax assets and therefore the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with all other available positive and negative evidence.

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Certain categories of evidence carry more weight in the analysis than others based upon the extent to which the evidence may be objectively verified. The Company looks to the nature and severity of cumulative pretax losses (if any) in the current three-year period ending on the evaluation date, recent pretax losses and/or expectations of future pretax losses.

Other factors considered in the determination of the probability of the realization of the deferred tax assets include, but are not limited to:

· Earnings history;

· Projected future financial and taxable income based upon existing reserves and long-term estimates of commodity prices;

· The duration of statutory carry forward periods;

· Prudent and feasible tax planning strategies readily available that may alter the timing of reversal of the temporary difference;

· Nature of temporary differences and predictability of reversal patterns of existing temporary differences; and

· The sensitivity of future forecasted results to commodity prices and other factors.

Concluding that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. The Company utilizes a rolling twelve quarters of pre-tax income or loss as a measure of its cumulative results in recent years. However, a cumulative three year loss is not solely determinative of the need for a valuation allowance. The Company also considers all other available positive and negative evidence in its analysis.

At September 30, 2024 and December 31, 2023, respectively, the Company has recorded a full valuation allowance against its deferred tax assets resulting in a net carrying amount of $0.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations.

The Company recognized $15,778 and $28,444 in marketing and advertising costs during the three months ended September 30, 2024 and 2023, respectively.

The Company recognized $21,049 and $62,332 in marketing and advertising costs during the nine months ended September 30, 2024 and 2023, respectively.

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Stock-Based Compensation

The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options.

The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model:

· Exercise price,

· Expected dividends,

· Expected volatility,

· Risk-free interest rate; and

· Expected life of option

Stock Warrants

In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a Black-Scholes pricing model.

Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period.

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Basic and Diluted Earnings (Loss) per Share

Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented.

Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

Potentially dilutive common shares may consist of contingently issuable shares, common stock issuable upon the conversion of stock options and warrants (using the treasury stock method), and convertible debt. These common stock equivalents may be dilutive in the future.

In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive.

The following potentially dilutive equity securities outstanding as of September 30, 2024 and 2023 were as follows:

	September 30, 2024		December 31, 2023
Warrants		2,450,000		1,000,000

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

Based on the potential common stock equivalents noted above at September 30, 2024, the Company has sufficient authorized shares of common stock (90,000,000) to settle any potential exercises of common stock equivalents.

Subscription and Shareholder Receivables

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

Shareholder receivables represent amounts due from shareholders. If the shareholder does not fund the receivable prior to the balance sheet date, the Company records a receivable that is reclassified as a contra account to stockholder’s deficit on the balance sheet. At September 30, 2024, $100,000 was due from shareholders, this amount was received in July 2024.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

See Note 10 for a discussion of equity transactions with certain officers and directors.

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Recent Accounting Standards

Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company.

In March 2022, the Financial Accounting Standards Board (the "FASB") issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings ("TDRs") for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.

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

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this will have on the Company’s consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations or cash flows.

Reclassifications

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

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Note 3 – Property and Equipment

Property and equipment consisted of the following:

	September 30, 2024			December 31, 2023			Estimated Useful Lives (Years)
Furniture and fixtures	$	37,271		$	16,062			7
Vehicles		171,901			195,321			5
		209,172			211,383
Accumulated depreciation		(104,469	)		(52,241	)
Total property and equipment - net	$	104,703		$	159,142

Depreciation and amortization expense for the nine months ended September 30, 2024 and 2023 was $31,018 and $1,090,523, respectively.

During the nine months ended September 30, 2024, the Company donated several vehicles to charitable organizations with a net book value of $23,421.

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

Note 4 – Intangible Assets

Intangible assets consisted of the following:

	September 30, 2024			December 31, 2023
Customer relationships	$	2,420,014		$	2,420,014
Supplier relationship		700,207			700,207
Employee expertise		1,719,807			1,719,807
Software development costs		99,609			99,609
		4,939,637			4,939,637
Accumulated depreciation		(2,851,363	)		(2,851,363	)
Total property and equipment - net	$	2,088,274		$	2,088,274

During the nine months ended September 30, 2024 and 2023, the Company recognized an impairment loss of $0 and $911,467, respectively, on assets acquired as part of the business combination with Gladiator, due to the uncertainty of future operations of that entity.

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Note 5 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at September 30, 2024 and December 31, 2023 were as follows:

	September 30, 2024		December 31, 2023
Accounts payable and accrued liabilities	$	903,275	$	1,107,173
Accrued interest payable		997,093		562,735
Accounts payable and accrued liabilities	$	1,900,368	$	1,669,908

Note 6 – Debt

The following represents a summary of the Company’s debt (third party debt for notes payable and loan payables (including those owed on vehicles), including key terms, and outstanding balances at September 30, 2024 and December 31, 2023, respectively.

Notes Payable

The following table summarizes the outstanding notes payable amount owed by the Company as of  September 30, 2024 and December 31, 2023:

		September 30, 2024		December 31, 2023
Kapitus	(a)	$	122,973	$	122,973
Henry Sierra	(b)		148,946		148,946
Padilla	(c)		-		58,256
Clearview	(d)		171,481		316,363
Total			443,400		646,538
Notes payable - current			443,400		536,251
Notes payable - long-term		$	-	$	110,287

(a)

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

(a)

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

(a)

On September 15, 2022, Gladiator received additional funding of $150,000 from their supplier, Kapitus Servicing Inc. The Company agreed to pay back the note in weekly installments of $3,003, which includes interest, for a total term of 15 months from commencement. The interest paid over the maturity period totals $45,000 (24% per annum). For the year ended December 31, 2023, Gladiator paid $18,018 in interest expense related to this note. The Company accrued interest payable of $53,047 and $29,514, respectively, on this note as of and September 30, 2024 and December 31, 2023.

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(b)

On September 23, 2021, Mr. Sierra resigned from his position of employment with USS. As a result, USS agreed to repurchase 100 shares of common stock held by Mr. Sierra and in exchange, issued a promissory note with a repurchase amount of $637,500. The repurchase amount was reduced by $405,545 as a result of distributions to Mr. Sierra from the Company. The remaining value of $231,955 is to be repaid through the promissory note. This note bears no interest and monthly installment payments are payable over 4 years beginning November 15, 2021. The promissory note was discounted at 6% prior to acquisition, however, was recognized at fair value upon the acquisition of USS by James Maritime, for an adjusted fair value of $182,773. As of September 30, 2024 and December 31, 2023, the note had an outstanding principal of $148,946, respectively.

(c)

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

(d)

On August 4, 2023, USS entered into a promissory note agreement with Clearview Funding Solutions for $400,000, which matured in February 2024. An origination and finance fee of $180,000 are included in the principal and discounted against the note over the term. As of December 31, 2023, the note had an outstanding balance of $316,363. The note was satisfied in full during the nine months ended September 30, 2024.

(d)

On June 5, 2024, USS entered into a promissory note agreement with Clearview Funding Solutions for $200,000, which matures in June 2025. An origination and finance fee of $15,000 are included in the principal and discounted against the note over the term. As of September 30, 2024, the note had an outstanding balance of $171,481. 

(e)

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 nine months ended September 30, 2024.

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Loans Payable

The following table summarizes the outstanding notes payable amount owed by the Company as of  September 30, 2024 and 2023:

		September 30, 2024			December 31, 2023
Quattro Capital	(a)	$	250,000		$	250,000
Merchant cash advances	(b)		24,000			36,000
Vehicle loans	(c)		43,061			76,309
Bayview Funding	(d)		135,872			398,533
SBA Loan	(e)		67,800			67,800
Padilla	(f)		90,000			-
Total			610,733			828,642
Loans payable - current			(542,933	)		(760,842	)
Loans payable - long-term		$	67,800		$	67,800

(a)

On December 9, 2022, Gladiator entered into a collateralized loan of the Company’s inventory with Quattro Capital LLC, a third-party lender. The Company received $250,000, maturing 60 days after the effective date, or February 9, 2023. The Company is responsible for paying additional fees related to the escrow agent and brokers in the amounts of $6,000 and $6,500, which is included in the loan balance as a debt discount. The interest will accrue at a non-compounding rate of 25% of the total loan value upon maturity (or $62,500). Penalty interest of $1,200 will accrue daily after the maturity date until the full value of the loan is paid. As of the date these condensed consolidated financial statements are filed, the loan is in default, and the Company has included interest (including penalty interest) of $781,625 as of September 30, 2024.

(b)

On September 16, 2022, Gladiator entered into a collateralized loan of the Company’s future receipts of receivables with Pinnacle Business Funding LLC (“PBF”). The Company received net amount of $145,500 (net of $$4,500 paid for ACH fees) in exchange for $202,500 receivables purchased by PBF. The Company agreed to pay $6,328 per week as funds are made available to be sent to PBF until paid off in its entirety. As of September 30, 2024 and December 31, 2023, $24,000 and $36,000 remains outstanding, respectively.

(b)

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

(b)

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

(c)

Upon acquisition of USS at September 23, 2022, the Company assumed the liabilities for eleven vehicle loans from USS which together had an outstanding total amount of $140,300. At September 30, 2024 and December 31, 2023, the total amount outstanding is $54,998 and $76,309, respectively, with 5 vehicle loans currently outstanding. The Company currently has loans for vehicles with interest rates between 0% and 12.6%, per annum. Monthly payments range from $392 to $1,075, with an aggregate monthly payment of $3,211. All loans have a term between 1 and 6 years.

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(d)

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

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

As of September 30, 2024 and December 31, 2023, the principal balance was $135,872 and $398,533, respectively, and a reserve balance  maintained by the for $18,799 as of September 30, 2024.

(e)

On March 3, 2021, the Company received a loan from the U.S. Small Business Administration (“SBA”) in the amount of $67,900 with an interest rate of 3.75% per annum. The loan is due and payable thirty (30) years from the date of the note. Interest accrued as of September 30, 2024 and December 31, 2023 is $9,190 and $7,204, respectively.

(f)

In April 2024, USS entered into a promissory note agreement with Ashley Padilla for $130,000, which matures on April 5, 2024. An origination and guarantee fee of $30,000 are included in the principal which was charged and discounted against the note over the term. As of September 30, 2024, the note had an outstanding balance of $90,000.

Convertible Notes

On February 8, 2021, Gladiator entered into a note agreement with Pink Holdings LLC. The Company received $10,000 at a 6% interest rate per annum, maturing on February 7, 2022. All principal and interest are due upon maturity. The issuer of the note has the option to convert any part, or all of the outstanding interest or principal amount owed into fully paid and non-assessable shares of common stock of the Company at 10% of the lowest trading price during the 5-trading day period ending on the conversion date per share. As of September 30, 2024 and December 31, 2023, the Company accrued 2,404 and $1,105, respectively, in interest related to this note. Due to the variable nature of the conversion feature, this note was determined to contain a derivative liability.

On February 26, 2021, Gladiator entered into a note agreement with Pink Holdings LLC. The Company received $25,000 at a 6% interest rate per annum, maturing on February 25, 2022. All principal and interest are due upon maturity. The issuer of the note has the option to convert any portion, or all of the outstanding interest or principal amount owed into fully paid and non-assessable shares of common stock of the Company at 10% of the lowest trading day period ending on the conversion date per share. As of September 30, 2024 and December 31, 2023, the Company accrued $7,338 and $2,765, respectively, in interest related to this note. Due to the variable nature of the conversion feature, this note was determined to contain a derivative liability.

As of September 30, 2024, these notes have not been converted and are in default.

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

	September 30, 2024			December 31, 2023
Expected term (years)		1.00			1.00
Expected volatility		62	%		41	%
Expected dividends		0.00	%		0.00	%
Risk free interest rate		5.09	%		4.79	%

A reconciliation of the beginning and ending balances for the derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows at September 30, 2024 and December 31, 2023:

Derivative liabilities - December 31, 2022	$	331,399
Fair value mark to market adjustment		(156,354	)
Derivative liabilities - December 31, 2023		175,045
Fair value mark to market adjustment		191,483
Derivative liabilities - September 30, 2024	$	366,528

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

During the nine months ended September 30, 2024 and 2023, the Company recorded a change in fair of derivative liabilities – gains/(losses) of $(191,483) and $156,354 respectively.

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

For the nine months ended September 30, 2024 and 2023, the Company recorded a derivative expense of $0 and $0, respectively.

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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, 2024 and December 31, 2023:

	September 30, 2024
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	366,528	$	366,528
Total	$	-	$	-	$	366,528	$	366,528

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

Note 9 – Commitments and Contingencies

Operating Leases

We have entered into various operating lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, which requires a lessee to utilize the right-of-use model and to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.

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We have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease.

We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

Our leases, where we are the lessee, do not include an option to extend the lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.

Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.

At September 30, 2024 and December 31, 2023, respectively, the Company had no financing leases as defined in ASC 842, "Leases."

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

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

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

The tables below present information regarding the Company's operating lease assets and liabilities at September 30, 2024 and December 31, 2023, respectively:

	September 30, 2024			December 31, 2023
Assets
Operating lease - right-of-use asset - non-current	$	280,720		$	168,339
Liabilities
Operating lease liability	$	309,642		$	183,353
Weighted-average remaining lease term (years)		3.34			1.58
Weighted-average discount rate		8.00	%		8.00	%
The components of lease expense were as follows:

	September 30, 2024		June 30, 2023
Operating lease costs
Amortization of right-of-use operating lease asset	$	63,162	$	42,108
Lease liability expense in connection with obligation repayment		20,368	$	14,833
Total operating lease costs	$	83,530	$	56,941
Supplemental cash flow information related to operating leases was as follows:
Operating cash outflows from operating lease (obligation payment)	$	73,391	$	47,896
Right-of-use asset obtained in exchange for new operating lease liability	$	-	$	421,080

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

2024 (3 Months)	$	24,543
2025		103,661
2026		107,020
2027		110,228
2028		9,208
Total undiscounted cash flows		354,660
Less: amount representing interest		(45,018	)
Present value of operating lease liability		309,642
Less: current portion of operating lease liability		77,178
Long-term operating lease liability	$	232,464

Contingencies – Legal Matters

The Company is subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries.

As of September 30, 2024 and December 31, 2023, respectively, the Company is not aware of any litigation, pending litigation, or other transactions that would require accrual or disclosure.

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Note 10 – Stockholders’ Deficit

At September 30, 2024 and December 31, 2023, respectively, the Company had three (3) classes of stock:

Preferred Stock – Series A

- 2,000,000 shares authorized

- 400,000 issued and outstanding at September 30, 2024 and December 31, 2023, respectively.

- Par value - $0.001

- Voting – 30 votes per share

- Dividends - none

- Liquidation preference – none

- Rights of redemption - none

- Conversion - none

Preferred Stock – Series B

- 1,000,000 shares authorized

- 50,000 and 0 issued and outstanding at September 30, 2024 and December 31, 2023, respectively.

- Par value - $0.001

- Voting – 10 votes per share

- Dividends - none

- Liquidation preference – none

- Rights of redemption - none

- Conversion – 50:1 into common

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Common Stock

- 90,000,000 shares authorized

- 9,051,429 and 9,064,129 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

- Par value - $0.001

- Voting - 1 vote per share

Equity Transactions for the Nine Months Ended September 30, 2024:

Stock and Warrants Issued for Cash

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

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

On August 12, 2024, the Company issued 50,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $50,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026.

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

On July 25, 2024, the Company issued 100,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $100,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026.

On June 28, 2024, the Company issued 100,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for a subscription amount of  $100,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026.  The subscription was received in July 2024. 

On June 18, 2024, the Company issued 75,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $75,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2025.

Stock Issued for Services – Related Party

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

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

The Company determined the valuation of this transaction as follows:

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

Stock Issued for Services

On March 6, 2024, the Company cancelled 866,667 shares of common stock that was previously issued and re-issued the same shareholders a total of 368,967 in accordance with stated agreements.

Warrants Issued for Services

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

The fair value of all warrants granted during the nine months ended September 30, 2024 was determined using a Black-Scholes option pricing model with the following inputs:

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

Equity Transactions for the Year Ended December 31, 2023:

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

On April 20, 2023, the Company issued 10,000 shares of common stock for professional services received, having a fair value of $63,150.

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Warrants

Warrant activity for the nine months ended September 30, 2024, and the year ended December 31, 2023 are summarized as follows:

					Weighted
					Average
			Weighted		Remaining		Aggregate
	Number of		Average		Contractual		Intrinsic
Warrants	Warrants		Exercise Price		Term (Years)		Value
Outstanding - December 31, 2022		1,000,000	$	3.50		2.57	$	-
Vested and Exercisable - December 31, 2022		1,000,000	$	3.50		2.57	$	-
Unvested - December 31, 2022		-	$	-		-	$	-
Granted		-
Exercised		-
Cancelled/Forfeited		-
Outstanding - December 31, 2023		1,000,000	$	3.50		1.57	$	2,500,000
Vested and Exercisable - December 31, 2023		1,000,000	$	3.50		1.57	$	2,500,000
Unvested and non-exercisable - December 31, 2023		-	$	-		-	$	-
Granted		1,000,000	$	3.50
Exercised		-
Cancelled/Forfeited		-
Outstanding - September 30, 2024		2,000,000	$	3.50		1.50	$	-
Vested and Exercisable - September 30, 2024		2,000,000	$	3.50		1.50	$	-
Unvested and non-exercisable - September 30, 2024		-	$	-		-	$	-

Note 11 – Subsequent Events

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

Forward-Looking Statements

This quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words “believe,” “anticipate,” “expect,” “will,” “estimate,” “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved. 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 to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. The terms “JMTM,” “we,” “us,” “our,” and the “Company” refer to James Maritime Holdings Inc., a Nevada corporation. 

Business Overview

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

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

Recent Developments

During the past two fiscal years, the company underwent significant corporate changes. 

Share Exchange Agreements and Stock Conversions 

James Maritime solidified its position in the market by becoming the majority shareholder of Gladiator Solutions Inc., holding approximately 86.7% of all shares outstanding as of December 13, 2021. The acquisition of Gladiator Solutions, Inc. resulted in the issuance of 866,667 shares and brought the total common stock balance to 7,354,129 by the end of 2021.  Furthermore, on September 23, 2022, the company fortified its portfolio by completing a share exchange agreement with USS, resulting in James Maritime securing 100% of all USS shares.  The acquisition of USS resulted in the issuance of 1,000,000 shares by the end of 2022, and the common stock balance reached 9,004,129.  Additional paid-in capital also saw a significant increase to $13,656,447, reflecting the stock issuances and compensations during the year.

There were multiple issuances of common stock for diverse purposes, ranging from shareholder-related issuances to share-based compensations and acquisitions.  In 2021, our preferred stock decreased from 2,000,000 to 400,000 shares.  This decrease was primarily due to the conversion of preferred stock to common stock. Specifically, 1,600,000 shares of preferred stock were converted, leading to the issuance of 750,000 shares of common stock.  Total shareholders' equity, which includes both equity attributable to the company and non-controlling interest, increased from $419,248 at the end of 2021 to $2,182,693 by the end of 2022.

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Results of Operations

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 COMPARED TO THE THREE MONTHS ENDED SEPTEMER 30, 2023

Sales - net

We had net sales of $989,486 for the three months ended September 30, 2024, as compared to $2,382,896 for the three months ended September 30, 2023, a decrease of $1,393,410. This decrease in revenue was due to the loss of a material customer. 

Cost of Goods Sold

Cost of Goods Sold for the three months ended September 30, 2024, was $975,139, as compared to $1,043,945 for the three months ended September 30, 2023, a decrease of $68,806.  The primary reason for the decrease was due to a reduction in employee compensation and loss of a material customer.   

General and Administrative

Our general and administrative expenses for the three months ended September 30, 2024, were $3,033,815 an increase of $1,857,401, or 157.89%, compared to $1,176,414 for the three months ended September 30, 2023.  The primary reason for the increase was due to general and administrative expenses from operations and warrants issued for services. 

Other Expenses

The Company’s other expenses decreased by $180,988, from other expenses of $430,910 during the three months ended September 30, 2023, as compared to $249,922 for the three months ended September 30, 2024. The decrease was primarily due to interest expense on outstanding debt.

Net Loss Attributable to Common Stockholders

Net loss attributable to common stockholders was $3,269,390 for the three months ended September 30, 2024 as compared to a net loss of $268,373 for the three months ended September 30, 2023. The increase was primarily due to a decrease in sales from a former material customer, and an associated decrease in cost of goods sold. The increased costs were due to an increase in general and administrative expenses, which included warrants issued for services and decrease in interest expense on outstanding debt.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 COMPARED TO THE NINE MONTHS ENDED SEPTEMER 30, 2023

We had net sales of $4,025,410 for the nine months ended September 30, 2024, as compared to $6,915,105 for the nine months ended September 30, 2023, a decrease of $2,889,695. This decrease in revenue was due to the loss of a material customer. 

Cost of Goods Sold

Cost of Goods Sold for the nine months ended September 30, 2024 was $3,411,620, as compared to $4,995,598 for the nine months ended September 30, 2023, an decrease of $1,583,978 The primary reason for the decrease was due to a reduction in employee compensation and loss of a material customer.  

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General and Administrative

Our general and administrative expenses for the nine months ended September 30, 2024, were $5,440,974 an increase of $1,515,219, or 38.60%, compared to $3,925,755 for the nine months ended September 30, 2023. The primary reason for the increase was due to general and administrative expenses from operations and warrants issued for services. 

Other (Expenses)/Income

The Company’s other expenses decreased by $742,281, from other expenses of $627,738 during the nine months ended September 30, 2023, as compared to other income $114,543 for the nine months ended September 30, 2024. The decrease was primarily due to interest expense on outstanding debt, offset by gain on forgiveness on payroll protection program (PPP).

Net Loss Attributable to Common Stockholders

Net loss attributable to common stockholders was $4,712,641 for the nine months ended September 30, 2024, as compared to a net loss of $2,476,888 for the nine months ended September 30, 2023. The decrease was primarily due to a decrease in sales from a former material customer, and an associated decrease in cost of goods sold. The increased costs were due to an increase in general and administrative expenses, which included warrants issued for services, interest expense on outstanding debt and offset by gain on forgiveness on payroll protection program (PPP).

Liquidity and Capital Resources

At September 30, 2024, the Company had $82,534 cash. The Company has limited commercial experience and had a net loss of $4,712,641 for the nine months ended September 30, 2024, and an accumulated deficit of $18,628,568, and a working capital deficit of $3,093,594 at September 30, 2024. The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying condensed consolidated financial statements for the nine months ended September 30, 2024, have been prepared assuming the Company will continue as a going concern.

We do not believe that we have enough cash on hand to operate our business during the next 12 months. The Company will require additional financing to fund its future planned operations, including research and development and commercialization of its products.  To date, the Company has financed its operation primarily from advances from its affiliates. 

We may seek to raise additional funding that we require in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our operations. We currently do not have any agreements or arrangements in place for any future financing.

Operating Activities

For the nine months ended September 30, 2024, net cash provided by operations of $51,022 was the result of a net loss of $4,712,641, depreciation expense of $31,018, amortization of operating lease of $66,266, amortization of debt discount of $70,032, bad debt expense of $39,052, warrants issued for services of $1,138,500, stock based compensation of $2,499,502, non-cash charitable contribution of $23,421, decrease in prepaid expenses of $23,925, a decrease in accounts receivable of $510,580 and a decrease of operating lease liability of $60,576, an increase in accounts payable of $230,460, and an increase in fair value of derivative liability of $191,483.

For the nine months ended September 30, 2023, net cash used in operations of $501,267 was the result of a net loss of $2,633,986, impairment expense of $911,467, depreciation and amortization expense of $1,090,523, amortization of debt discount of $37,032, stock-based compensation of $378,900, decrease in prepaid expenses of $17,184, an increase in other assets of $196,947, and an increase in accounts receivable of $ 59,184, a decrease in deferred revenue of $400,000 and a decrease in fair value of derivative liability of $156,354, an increase in accounts payable of $438,123, and a decrease in due to related party of $71,975.

Financing Activities

Our financing activities resulted in a cash outflow of $14,039 for the nine months ended September 30, 2024, which is represented by $833,874 in loan proceeds, $847,913 in loan repayment and $485,000 in proceeds from sale of common stock.

38

Our financing activities resulted in a cash inflow of $67,569 for the nine months ended September 30 30, 2023, which is represented by $679,200 in loan proceeds and $611,631 in loan repayment.

Critical Accounting Policies

Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2023, for disclosures regarding the Company’s critical accounting policies and estimates, as well as updates further disclosed in our interim financial statements as described in this Form 10-Q.

Recent Accounting Pronouncements

Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company.

In March 2022, the Financial Accounting Standards Board (the "FASB") issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings ("TDRs") for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.

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

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this will have on the Company’s consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations or cash flows.

Off-Balance Sheet Transactions

At September 30, 2024, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

39

Item 3. Quantitative and Qualitative Disclosure About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item 3.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures 

As of the end of the period covered by this Form 10-Q, management performed, with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).  Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. Based on the evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2024, our disclosure controls and procedures were not effective.

Due to resource constraints, material weaknesses are evident to management regarding our inability to generate all the necessary disclosure for inclusion in our filings with the Securities and Exchanges Commission, which is due to the lack of resources and segregation of duties. We lack sufficient personnel with the appropriate level of knowledge, experience and training in GAAP to meet the demands for a public company, including the accounting skills and understanding necessary to fulfill the requirements of GAAP-based reporting. This weakness causes us to not fully identify and resolve accounting and disclosure issues that could lead to a failure to perform timely internal control and reviews. In addition, the Company has not established an audit committee, does not have any independent outside directors on the Company’s Board of Directors, and lacks documentation of its internal control processes.

Management’s Report  on  Internal  Control  Over  Financial  Reporting: Our management is responsible for  establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed 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. The key internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal controls and procedures over financial reporting as of September 30, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

Based on this assessment, specifically that the Company lacks sufficient personnel with the appropriate level of knowledge, experience and training in GAAP to meet the demands for a public company, including the accounting skills and understanding necessary to fulfill the requirements of GAAP-based reporting. This weakness causes us to not fully identify and resolve accounting and disclosure issues that could lead to a failure to perform timely internal control and reviews. In addition, the Company has not established an audit committee, does not have any independent outside directors on the Company’s Board of Directors, and lacks documentation of its internal control processes, management has concluded that as of September 30, 2024, our internal control over  financial  reporting was ineffective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. 

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

40

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries.

As of September 30, 2024 and December 31, 2023, respectively, 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, James Maritime Holdings, Inc. a Nevada Corporation and Matthew C. Materazo an individual Cas No. 24cv438754, with an unlimited Civil Cross-Complaint Gladiator Solutions, Inc. an Arizona Corporation, James Maritime Holdings, Inc. a Nevada Corporation Cross-Complainants vs. Matthew C. Materazo. This litigation 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.

We are not aware 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 (formerly Statement of Financial Accounting Standards No. 5.

Item 1A. Risk Factors

Not required for smaller reporting companies.

Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

In March of 2023, the Company sold 50,000 shares to investors in Australia and Cyprus.  The proceeds from this offering were used for working capital purposes. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended and Regulation S. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there were only three offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing the shares indicating the stock cannot be resold unless registered or an exemption from registration is available; (4) the offerees were sophisticated investors familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offerees and our management; (8) the sale was made offshore to foreign persons.

On June 5, 2024, USS entered into a promissory note agreement with Clearview Funding Solutions for $200,000, which matures in June 2025. An origination and finance fee of $15,000 are included in the principal and discounted against the note over the term. As of September 30, 2024, the note had an outstanding balance of $171,600.  The proceeds from this offering were used for working capital purposes. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended since the issuance was an isolated wholesale transaction which did not involve a public offering.

On October 31, 2023, Sentinel Holdings, Inc. entered into a promissory note agreement with Padang Padang, LTD for $48,874, which matured on October 31, 2028. The note bears an interest rate of $4.36%.  As of September 30, 2024, the note had an outstanding balance of $4,375.  The proceeds from this offering were used for working capital purposes. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended since the issuance was an isolated related party transaction which did not involve a public offering.

On June 8, 2024, the Company issued 75,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $75,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2025.  The proceeds from this offering were used for working capital purposes. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended and Regulation D. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there were only limited offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing the shares indicating the stock cannot be resold unless registered or an exemption from registration is available; (4) the offerees were accredited investors familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offerees and our management.

41

On June 28, 2024, the Company issued 100,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for a subscription amount of  $100,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026.  The subscription was received in July 2024.  The proceeds from this offering were used for working capital purposes. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended and Regulation D. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there were only limited offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing the shares indicating the stock cannot be resold unless registered or an exemption from registration is available; (4) the offerees were accredited investors familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offerees and our management.

In July 2024, the Company issued 225,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $225,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026.  The proceeds from this offering were used for working capital purposes. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended and Regulation D. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there were only limited offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing the shares indicating the stock cannot be resold unless registered or an exemption from registration is available; (4) the offerees were accredited investors familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offerees and our management.

On August 26, 2024, the Company issued 17,500 shares of common stock at $1/share for gross proceeds of $17,500. The proceeds from this offering were used for working capital purposes. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended and Regulation D. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there were only limited offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing the shares indicating the stock cannot be resold unless registered or an exemption from registration is available; (4) the offerees were accredited investors familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offerees and our management.

On August 26, 2024, the Company issued 17,500 shares of common stock at $1/share for gross proceeds of $17,500. The proceeds from this offering were used for working capital purposes. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended and Regulation D. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there were only limited offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing the shares indicating the stock cannot be resold unless registered or an exemption from registration is available; (4) the offerees were accredited investors familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offerees and our management.

42

On August 12, 2024, the Company issued 50,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $50,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026. The proceeds from this offering were used for working capital purposes. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended and Regulation D. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there were only limited offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing the shares indicating the stock cannot be resold unless registered or an exemption from registration is available; (4) the offerees were accredited investors familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offerees and our management.

On September 6, 2024, the Company issued 50,000 shares of Class B preferred stock, having a fair value of $2,500,000 ($1/share) for as a consulting fee to its majority shareholder.  We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended and Regulation D. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there were only limited offerees, (3) the offerees have agreed to the imposition of a restrictive legend on the face of the stock certificate representing the shares indicating the stock cannot be resold unless registered or an exemption from registration is available; (4) the offerees were accredited investors familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offerees and our management.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

43

Item 6. Exhibits

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)

* Filed herewith

** Furnished herewith (not filed)

44

SIGNATURES

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

	JAMES MARITIME HOLDINGS INC.
Date: November 14, 2024	By:	/s/ Kip Eardley
		Kip Eardley
		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/ Kip Eardley	President	November 14, 2024
Kip Eardley	(Principal Executive Officer and Principal Financial Officer)

45

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kip Eardley, certify that:

1)	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of James Maritime Holdings Inc.;
2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 14, 2024	By:	/s/ Kip Eardley
		Kip Eardley
		President (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kip Eardley, certify that:

1)	I have reviewed this Quarterly Report on Form 10-Q for quarter ended September 30, 2024 of James Maritime Holdings Inc.;
2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 14, 2024	By:	/s/ Kip Eardley
		Kip Eardley
		President (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER/PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Kip Eardley, the President of James Maritime Holdings Inc. (the “Company”), hereby certify, that, to my knowledge:

1.	The Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the "Report") of the Company fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2024	By:	/s/ Kip Eardley
		Kip Eardley
		President (Principal Executive Officer) (Principal Financial Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

                In connection with the accompanying report of James Maritime Holdings Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 (the “Report”), I, Kip Eardley, Chief Finance Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	To my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2024	By:	/s/ Kip Eardley
		Kip Eardley
		President (Principal Executive Officer) (Principal Financial and Accounting Officer)

XML

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Entity Registrant Name	JAMES MARITIME HOLDINGS INC.
Entity Central Index Key	0000889353
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	No
Document Period End Date	Sep. 30, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		9,064,129
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55805
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	95-4363944
Entity Address Address Line 1	9360 South 300 West
Entity Address Address Line 2	#101
Entity Address City Or Town	Sandy
Entity Address State Or Province	UT
Entity Address Postal Zip Code	84070
City Area Code	801
Local Phone Number	706-9429
Entity Interactive Data Current	Yes

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets
Cash	$ 82,534	$ 45,551
Accounts receivable - net	170,480	720,112
Prepaids and other	18,799	42,724
Total Current Assets	271,813	808,387
Due from related party	7,400	7,400
Intangible assets - net	2,088,274	2,088,274
Property and equipment - net	104,703	159,142
Operating lease - right-of-use asset	280,720	346,986
Total Assets	2,752,910	3,410,189
Current Liabilities
Accounts payable and accrued expenses	1,900,368	1,669,908
Due to related parties	0	7,960
Notes payable - net	443,400	536,251
Convertible debenture	35,000	35,000
Loans payable	542,933	760,842
Derivative liability	366,528	175,045
Operating lease liability	77,178	81,805
Total Current Liabilities	3,365,407	3,266,811
Long Term Liabilities
Notes payable - net	0	110,287
Loans payable - net	67,800	67,800
Operating lease liability	232,464	288,413
Total Long Term Liabilities	300,264	466,500
Total Liabilities	3,665,671	3,733,311
Stockholders' Deficit
Common stock - $0.001 par value, 90,000,000 shares authorized 9,051,429 and 9,064,129 shares issued and outstanding, respectively	9,051	9,064
Subscription Receivable	0	0
Additional paid-in capital	17,892,502	13,769,537
Accumulated deficit	(18,628,568)	(13,915,927)
Deficit attributable to stockholders of James Maritime Holdings, Inc.	(726,565)	(136,926)
Accumulated other comprehensive loss	(186,196)	(186,196)
Total Stockholders' Deficits	(912,761)	(323,122)
Total Liabilities and Stockholders' Deficit	2,752,910	3,410,189
Series A Preferred Stock [Member]
Stockholders' Deficit
Preferred stock	400	400
Series B Convertible Preferred Stock [Member]
Stockholders' Deficit
Preferred stock	$ 50	$ 0

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Common Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common Stock, shares authorized	90,000,000	90,000,000
Common Stock, shares issued	9,051,429	9,064,129
Common Stock, shares outstanding	9,051,429	9,064,129
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	400,000	400,000
Preferred stock, shares outstanding	400,000	400,000
Series B Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	50,000	50,000
Preferred stock, shares outstanding	50,000	50,000

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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Sales - net	$ 989,486	$ 2,382,896	$ 4,025,410	$ 6,915,105
Cost of goods sold	975,139	1,043,945	3,411,620	4,995,598
Gross profit (loss)	14,347	1,338,951	613,790	1,919,507
General and administrative expenses	3,033,815	1,176,414	5,440,974	3,925,755
Loss from operations	(3,019,468)	162,537	(4,827,184)	(2,006,248)
Other income (expense)
Interest expense	(199,912)	(430,910)	(775,588)	(757,807)
Financial expenses	0	0	0	(26,607)
Change in fair value of derivative liabilities	(49,812)	0	(191,483)	156,354
PPP forgiveness	0	0	1,091,374	0
Loss on impairment of intangible asset	0	0	0	0
Other income	(198)	0	(9,760)	322
Total other income (expense) - net	(249,922)	(430,910)	114,543	(627,738)
Net loss	(3,269,390)	(268,373)	(4,712,641)	(2,633,986)
Non-controlling interest	0	0	0	(157,098)
Net loss available to common stockholders	$ (3,269,390)	$ (268,373)	$ (4,712,641)	$ (2,476,888)
Loss per share - basic and diluted	$ (0.37)	$ (0.03)	$ (0.53)	$ (0.27)
Weighted average number of shares - basic and diluted	8,939,799	9,064,129	8,818,430	9,064,129

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Consolidated Statements of Changes in Stockholders Equity (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Stocks Subscription Receivable	Accumulated Deficit	Total Equity(Deficit) Attributable To The Company	Noncontrolling Interest	Preferred Stock	Series A, Preferred Stock	Series B, Preferred Stock
Balance, shares at Dec. 31, 2022		9,004,129						400,000
Balance, amount at Dec. 31, 2022	$ 2,182,693	$ 9,004	$ 13,656,447		$ (11,454,076)	$ 2,211,775	$ (29,082)	$ 400
Stock issued for services	0	0	0		0	0	0	0
Net loss	(1,192,552)	$ 0	0		(1,041,039)	(1,041,039)	(151,513)	$ 0
Balance, shares at Mar. 31, 2023		9,004,129						400,000
Balance, amount at Mar. 31, 2023	990,141	$ 9,004	13,656,447		(12,495,115)	1,170,736	(180,595)	$ 400
Balance, shares at Dec. 31, 2022		9,004,129						400,000
Balance, amount at Dec. 31, 2022	2,182,693	$ 9,004	13,656,447		(11,454,076)	2,211,775	(29,082)	$ 400
Net loss	(2,633,986)
Warrants issued for services rendered	0
Balance, shares at Sep. 30, 2023		9,064,129						400,000
Balance, amount at Sep. 30, 2023	(72,393)	$ 9,064	14,035,287		(13,930,964)	113,787	(186,180)	$ 400
Balance, shares at Mar. 31, 2023		9,004,129						400,000
Balance, amount at Mar. 31, 2023	990,141	$ 9,004	13,656,447		(12,495,115)	1,170,736	(180,595)	$ 400
Stock issued for services	378,900	60	378,840		0	378,900	0	0
Net loss	(1,173,060)	$ 0	0		(1,167,475)	(1,167,475)	(5,585)	$ 0
Stock issued for services, shares		60,000
Balance, shares at Jun. 30, 2023		9,064,129						400,000
Balance, amount at Jun. 30, 2023	195,981	$ 9,064	14,035,287		(13,662,590)	382,161	(186,180)	$ 400
Net loss	(268,373)	$ 0	0		(268,374)	(268,374)	0	$ 0
Balance, shares at Sep. 30, 2023		9,064,129						400,000
Balance, amount at Sep. 30, 2023	(72,393)	$ 9,064	14,035,287		(13,930,964)	113,787	(186,180)	$ 400
Balance, shares at Dec. 31, 2023		9,064,129							400,000
Balance, amount at Dec. 31, 2023	(323,122)	$ 9,064	13,769,537	$ 0	(13,915,927)	(136,926)	186,196		$ 400	$ 0
Net loss	1,352,480	$ 0	0	0	1,352,480	1,352,480	0		0	0
Shares cancelled, shares		(866,667)
Shares cancelled, amount	(867)	$ 867	0	0	0	(867)	0		0	0
Shares issued, shares		368,967
Shares issued, amount	369	$ 369	0	0	0	369	0		0	0
Stock issued for services	0	$ 0	0	0	0	0	0		$ 0	0
Balance, shares at Mar. 31, 2024		8,566,429							400,000
Balance, amount at Mar. 31, 2024	1,028,860	$ 8,566	13,769,537	0	(12,563,447)	1,215,056	(186,196)		$ 400	0
Balance, shares at Dec. 31, 2023		9,064,129							400,000
Balance, amount at Dec. 31, 2023	(323,122)	$ 9,064	13,769,537	0	(13,915,927)	(136,926)	186,196		$ 400	$ 0
Net loss	(4,712,641)
Warrants issued for services rendered	1,138,500
Balance, shares at Sep. 30, 2024		9,051,429							400,000	50,000
Balance, amount at Sep. 30, 2024	(912,761)	$ 9,051	17,892,502	0	(18,628,568)	(726,565)	(186,196)		$ 400	$ 50
Balance, shares at Mar. 31, 2024		8,566,429							400,000
Balance, amount at Mar. 31, 2024	1,028,860	$ 8,566	13,769,537	0	(12,563,447)	1,215,056	(186,196)		$ 400	0
Net loss	(2,795,731)	$ 0	0	0	(2,795,731)	2,795,731	0		0	0
Stock issued for cash, shares		175,000
Stock issued for cash, amount	75,000	$ 175	174,825	(100,000)	0	75,000	0		0	0
Warrants issued for services rendered	1,138,500	$ 0	1,138,500	0	0	1,138,500	0		$ 0	0
Balance, shares at Jun. 30, 2024		8,741,429							400,000
Balance, amount at Jun. 30, 2024	553,371	$ 8,741	15,082,862	(100,000)	(15,359,178)	(367,175)	(186,196)		$ 400	0
Stock issued for services	2,500,000	0	2,499,950	0	0	2,500,000	0		0	50
Net loss	(3,269,390)	$ 0	0	0	(3,269,390)	(3,269,390)	0		0	$ 0
Stock issued for services, shares										50,000
Stock issued for cash, shares		310,000
Stock issued for cash, amount	410,000	$ 310	309,690	100,000	0	410,000	0		$ 0	$ 0
Balance, shares at Sep. 30, 2024		9,051,429							400,000	50,000
Balance, amount at Sep. 30, 2024	$ (912,761)	$ 9,051	$ 17,892,502	$ 0	$ (18,628,568)	$ (726,565)	$ (186,196)		$ 400	$ 50

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities
Net loss	$ (4,712,641)	$ (2,633,986)
Adjustments to reconcile net loss to net cash provided by operations
Loss on impairment of goodwill and intangibles	0	911,467
Depreciation and amortization	31,018	1,090,523
Amortization of operating lease - right-of-use asset	66,266	0
Amortization of debt discount	70,032	37,032
Bad debt expense	39,052	0
Warrants issued for services rendered	1,138,500	0
Stock based compensation expense (benefit)	2,499,502	378,900
Non-cash charitable contribution	23,421
Changes in operating assets and liabilities (Increase) decrease in
Accounts Receivable	510,580	(59,184)
Other Assets	0	(196,947)
Prepaids and other	23,925	17,184
Due to related party	0	71,975
Increase (decrease) in
Accounts payable and accrued expenses	230,460	438,123
Deferred revenue	0	(400,000)
Change in fair value of derivative liability	191,483	(156,354)
Operating lease liability	(60,576)	0
Net cash provided by (used in)operating activities	51,022	(501,267)
Financing activities
Repayment of notes payable	(529,044)	(610,478)
Proceeds from notes payable	348,874	679,200
Repayment of loans	(310,909)	(1,153)
Repayment of loans - related party	(7,960)	0
Proceeds from sale of common stock	485,000	0
Net cash provided by (used in) financing activities	(14,039)	67,569
Net increase in cash	36,983	(433,698)
Cash - beginning of period	45,551	455,453
Cash - end of period	82,534	21,755
Supplemental disclosure of cash flow information
Cash paid for interest	135,032	0
Cash paid for income tax	0	0
Supplemental disclosure of non-cash investing and financing activities
Issuance of common shares for subscription receivable	$ 0	$ 0

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Organization and Nature of Operations

9 Months Ended

Sep. 30, 2024

Organization and Nature of Operations

Organization and Nature of Operations

Note 1 - Organization and Nature of Operations

Organization

The accompanying consolidated financial statements include the accounts of Sentinel Holdings, LLC (f/k/a James Maritime Holdings Inc. (“James Maritime”)) and its majority-owned subsidiaries, Gladiator Solutions Inc. (“Gladiator”), and United Security Specialists Inc. (“USS”) (collectively the “we”, “us”, “our”,  or the “Company”). We were incorporated in the State of Nevada on January 23, 2015.

Effective July 17, 2024 the Company effectuated a name change from James Maritime Holdings, Inc. to Sentinel Holdings Ltd. The name change was conducted in order to better reflect the current business activities of the Company and provide better transparency to the markets and our shareholders. The company is currently awaiting approval from FINRA regarding this name change.

Nature of Operations

Our lines of business consist of the following:

Gladiator

Produces revenues through the distribution of personal protective products, primarily through mail-in orders to customers or via e-commerce sales generated through their website.

USS

Provides professional security personnel enhanced by smartphone-based security applications.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). 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.

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period.

These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the United States Securities and Exchange Commission on June 4, 2024.

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.

Liquidity and Going Concern

As reflected in the accompanying consolidated financial statements, for the nine months ended September 30, 2024, the Company had:

·	Net loss of $4,712,641; and
·	Net cash provided by operations was $51,022
Additionally, at September 30, 2024, the Company had:
·	Accumulated deficit of $18,628,568
·	Stockholders’ deficit of $912,761; and
·	Working capital deficit of $3,093,594

The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company has relied on related parties for debt based funding of its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations.

The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings.

There can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations.

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $82,534 at September 30, 2024.

The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended June 30, 2025, and our current capital structure including equity-based instruments and our obligations and debts.

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

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

Management’s strategic plans include the following: 

· Expand into new and existing markets (commercial and residential),

· 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.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation and Non-Controlling Interest

These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

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.

Business Segments and Concentrations

The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. 

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

Use of Estimates and Assumptions

Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

Significant estimates during the nine months ended September 30, 2024 and 2023, respectively, include, allowance for doubtful accounts receivable,  valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives related to property and equipment, impairment of intangible assets, implicit interest rate in right-of-use operating leases, uncertain tax positions, and the valuation allowance on deferred tax assets.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

The Company has experienced, and in the future may experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Fair Value of Financial Instruments

The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. 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, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

· Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

· Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

· Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

The Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, and accounts payable and accrued expenses – related party, are carried at historical cost. At September 30, 2024 and December 31, 2023, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.

Cash and Cash Equivalents and Concentration of Credit Risk

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

At September 30, 2024 and December 31, 2023, respectively, the Company did not have any cash equivalents.

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

At September 30, 2024 and December 31, 2023, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral.

Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made.

The following is a summary of the Company’s accounts receivable at September 30, 2024 and December 31, 2023:

	September 30, 2024		December 31, 2023
Accounts receivable	$	170,480	$	720,112
Less: allowance for doubtful accounts		-		-
Accounts receivable - net	$	170,480	$	720,112

There was bad debt expense of $39,052 and $0 for the nine months ended September 30, 2024 and 2023, respectively.

Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations.

Concentrations

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

	AR
	Nine Months Ended September 30,			Year Ended December 31,
Customer	2024			2023
A		67.73	%		27.94	%
B		0.00	%		30.85	%
Total		67.73	%		58.79	%

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

	Nine Months Ended September 30,
Customer	2024			2023
A		24.81	%		12.19	%
B		8.16	%		21.12	%
Total		32.97	%		33.31	%

Impairment of Long-lived Assets including Internal Use Capitalized Software Costs

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, 2024 and 2023, respectively.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the 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 reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

There were no impairment losses for the three and nine months ended September 30, 2024 and 2023, respectively.

Derivative Liabilities

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “Distinguishing Liabilities from Equity” and FASB ASC Topic No. 815, (“ASC 815”) “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations (other income/expense) as a gain or loss on the change in fair value of derivative liabilities. The Company uses a Black-Scholes pricing model to determine fair value of these instruments.

Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivative liabilities, and any remaining unamortized debt discounts, and where appropriate recognizes a net gain or loss on debt extinguishment (debt based derivative liabilities). In connection with any extinguishments of equity based derivative liabilities (typically warrants), the Company records an increase to additional paid-in capital for any remaining liability balance extinguished.

Equity instruments  that  are  initially  classified  as  equity  that  become  subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

Original Issue Discounts and Other Debt Discounts

For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.

Additionally, the Company may issue common stock with certain notes issued, which are recorded at fair value. These discounts are also recorded as a component of debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. The combined debt discounts cannot exceed the face amount of the debt issued.

Debt Issue Cost

Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations.

Right of Use Assets and Lease Obligations

The Right of Use Asset and Lease Liability reflect the present value of the Company’s estimated future minimum lease payments over the lease term, which may include options that are reasonably assured of being exercised, discounted using a collateralized incremental borrowing rate.

Typically, renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements exceed that of the initial lease term, and the performance of the business remains strong. Therefore, the Right of Use Asset and Lease Liability may include an assumption on renewal options that have not yet been exercised by the Company. The Company’s operating leases contained renewal options that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities.

As the rate implicit in leases are not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease within a particular currency environment. See Note 7 for third party and related party operating leases.

Revenue Recognition

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

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

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

Identify the contract with a customer

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

Identify the performance obligations in the contract

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

Determine the transaction price

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

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

Allocate the transaction price to performance obligations in the contract

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

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

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

Recognize revenue when or as the Company satisfies a performance obligation

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

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

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.

Disaggregation of Revenues

The following represents the Company’s disaggregation of revenues for the nine months ended September 30, 2024 and 2023:

	Nine Months Ended September 30, 2024
	2024					2023
	Revenue		% of Revenues			Revenue		% of Revenues
Personal protective products	$	4,025,410		100.00	%	$	6,915,105		100.00	%
Total Sales	$	4,025,410		100.00	%	$	6,915,105		100.00	%

Cost of Goods Sold

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

Income Taxes

The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

At September 30, 2024 and December 31, 2023, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the nine months ended September 30, 2024 and 2023, respectively.

Valuation of Deferred Tax Assets

The Company’s deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

The Company reviews the likelihood that it will realize the benefit of its deferred tax assets and therefore the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with all other available positive and negative evidence.

Certain categories of evidence carry more weight in the analysis than others based upon the extent to which the evidence may be objectively verified. The Company looks to the nature and severity of cumulative pretax losses (if any) in the current three-year period ending on the evaluation date, recent pretax losses and/or expectations of future pretax losses.

Other factors considered in the determination of the probability of the realization of the deferred tax assets include, but are not limited to:

· Earnings history;

· Projected future financial and taxable income based upon existing reserves and long-term estimates of commodity prices;

· The duration of statutory carry forward periods;

· Prudent and feasible tax planning strategies readily available that may alter the timing of reversal of the temporary difference;

· Nature of temporary differences and predictability of reversal patterns of existing temporary differences; and

· The sensitivity of future forecasted results to commodity prices and other factors.

Concluding that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. The Company utilizes a rolling twelve quarters of pre-tax income or loss as a measure of its cumulative results in recent years. However, a cumulative three year loss is not solely determinative of the need for a valuation allowance. The Company also considers all other available positive and negative evidence in its analysis.

At September 30, 2024 and December 31, 2023, respectively, the Company has recorded a full valuation allowance against its deferred tax assets resulting in a net carrying amount of $0.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations.

The Company recognized $15,778 and $28,444 in marketing and advertising costs during the three months ended September 30, 2024 and 2023, respectively.

The Company recognized $21,049 and $62,332 in marketing and advertising costs during the nine months ended September 30, 2024 and 2023, respectively.

Stock-Based Compensation

The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options.

The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model:

· Exercise price,

· Expected dividends,

· Expected volatility,

· Risk-free interest rate; and

· Expected life of option

Stock Warrants

In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a Black-Scholes pricing model.

Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period.

Basic and Diluted Earnings (Loss) per Share

Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented.

Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

Potentially dilutive common shares may consist of contingently issuable shares, common stock issuable upon the conversion of stock options and warrants (using the treasury stock method), and convertible debt. These common stock equivalents may be dilutive in the future.

In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive.

The following potentially dilutive equity securities outstanding as of September 30, 2024 and 2023 were as follows:

	September 30, 2024		December 31, 2023
Warrants		2,450,000		1,000,000

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

Based on the potential common stock equivalents noted above at September 30, 2024, the Company has sufficient authorized shares of common stock (90,000,000) to settle any potential exercises of common stock equivalents.

Subscription and Shareholder Receivables

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

Shareholder receivables represent amounts due from shareholders. If the shareholder does not fund the receivable prior to the balance sheet date, the Company records a receivable that is reclassified as a contra account to stockholder’s deficit on the balance sheet. At September 30, 2024, $100,000 was due from shareholders, this amount was received in July 2024.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

See Note 10 for a discussion of equity transactions with certain officers and directors.

Recent Accounting Standards

Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company.

In March 2022, the Financial Accounting Standards Board (the "FASB") issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings ("TDRs") for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.

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

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this will have on the Company’s consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations or cash flows.

Reclassifications

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

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Property and Equipment

9 Months Ended

Sep. 30, 2024

Property and Equipment

Property and Equipment

Note 3 – Property and Equipment

Property and equipment consisted of the following:

	September 30, 2024			December 31, 2023			Estimated Useful Lives (Years)
Furniture and fixtures	$	37,271		$	16,062			7
Vehicles		171,901			195,321			5
		209,172			211,383
Accumulated depreciation		(104,469	)		(52,241	)
Total property and equipment - net	$	104,703		$	159,142

Depreciation and amortization expense for the nine months ended September 30, 2024 and 2023 was $31,018 and $1,090,523, respectively.

During the nine months ended September 30, 2024, the Company donated several vehicles to charitable organizations with a net book value of $23,421.

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

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Intangible Assets

9 Months Ended

Sep. 30, 2024

Intangible Assets

Intangible Assets

Note 4 – Intangible Assets

Intangible assets consisted of the following:

	September 30, 2024			December 31, 2023
Customer relationships	$	2,420,014		$	2,420,014
Supplier relationship		700,207			700,207
Employee expertise		1,719,807			1,719,807
Software development costs		99,609			99,609
		4,939,637			4,939,637
Accumulated depreciation		(2,851,363	)		(2,851,363	)
Total property and equipment - net	$	2,088,274		$	2,088,274

During the nine months ended September 30, 2024 and 2023, the Company recognized an impairment loss of $0 and $911,467, respectively, on assets acquired as part of the business combination with Gladiator, due to the uncertainty of future operations of that entity.

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Accounts Payable and Accrued Liabilities

9 Months Ended

Sep. 30, 2024

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

Note 5 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at September 30, 2024 and December 31, 2023 were as follows:

	September 30, 2024		December 31, 2023
Accounts payable and accrued liabilities	$	903,275	$	1,107,173
Accrued interest payable		997,093		562,735
Accounts payable and accrued liabilities	$	1,900,368	$	1,669,908

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Debt

9 Months Ended

Sep. 30, 2024

Debt

Debt

Note 6 – Debt

The following represents a summary of the Company’s debt (third party debt for notes payable and loan payables (including those owed on vehicles), including key terms, and outstanding balances at September 30, 2024 and December 31, 2023, respectively.

Notes Payable

The following table summarizes the outstanding notes payable amount owed by the Company as of  September 30, 2024 and December 31, 2023:

		September 30, 2024		December 31, 2023
Kapitus	(a)	$	122,973	$	122,973
Henry Sierra	(b)		148,946		148,946
Padilla	(c)		-		58,256
Clearview	(d)		171,481		316,363
Total			443,400		646,538
Notes payable - current			443,400		536,251
Notes payable - long-term		$	-	$	110,287

(a)

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

(a)

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

(a)

On September 15, 2022, Gladiator received additional funding of $150,000 from their supplier, Kapitus Servicing Inc. The Company agreed to pay back the note in weekly installments of $3,003, which includes interest, for a total term of 15 months from commencement. The interest paid over the maturity period totals $45,000 (24% per annum). For the year ended December 31, 2023, Gladiator paid $18,018 in interest expense related to this note. The Company accrued interest payable of $53,047 and $29,514, respectively, on this note as of and September 30, 2024 and December 31, 2023.

(b)

On September 23, 2021, Mr. Sierra resigned from his position of employment with USS. As a result, USS agreed to repurchase 100 shares of common stock held by Mr. Sierra and in exchange, issued a promissory note with a repurchase amount of $637,500. The repurchase amount was reduced by $405,545 as a result of distributions to Mr. Sierra from the Company. The remaining value of $231,955 is to be repaid through the promissory note. This note bears no interest and monthly installment payments are payable over 4 years beginning November 15, 2021. The promissory note was discounted at 6% prior to acquisition, however, was recognized at fair value upon the acquisition of USS by James Maritime, for an adjusted fair value of $182,773. As of September 30, 2024 and December 31, 2023, the note had an outstanding principal of $148,946, respectively.

(c)

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

(d)

On August 4, 2023, USS entered into a promissory note agreement with Clearview Funding Solutions for $400,000, which matured in February 2024. An origination and finance fee of $180,000 are included in the principal and discounted against the note over the term. As of December 31, 2023, the note had an outstanding balance of $316,363. The note was satisfied in full during the nine months ended September 30, 2024.

(d)

On June 5, 2024, USS entered into a promissory note agreement with Clearview Funding Solutions for $200,000, which matures in June 2025. An origination and finance fee of $15,000 are included in the principal and discounted against the note over the term. As of September 30, 2024, the note had an outstanding balance of $171,481. 

(e)

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 nine months ended September 30, 2024.

Loans Payable

The following table summarizes the outstanding notes payable amount owed by the Company as of  September 30, 2024 and 2023:

		September 30, 2024			December 31, 2023
Quattro Capital	(a)	$	250,000		$	250,000
Merchant cash advances	(b)		24,000			36,000
Vehicle loans	(c)		43,061			76,309
Bayview Funding	(d)		135,872			398,533
SBA Loan	(e)		67,800			67,800
Padilla	(f)		90,000			-
Total			610,733			828,642
Loans payable - current			(542,933	)		(760,842	)
Loans payable - long-term		$	67,800		$	67,800

(a)

On December 9, 2022, Gladiator entered into a collateralized loan of the Company’s inventory with Quattro Capital LLC, a third-party lender. The Company received $250,000, maturing 60 days after the effective date, or February 9, 2023. The Company is responsible for paying additional fees related to the escrow agent and brokers in the amounts of $6,000 and $6,500, which is included in the loan balance as a debt discount. The interest will accrue at a non-compounding rate of 25% of the total loan value upon maturity (or $62,500). Penalty interest of $1,200 will accrue daily after the maturity date until the full value of the loan is paid. As of the date these condensed consolidated financial statements are filed, the loan is in default, and the Company has included interest (including penalty interest) of $781,625 as of September 30, 2024.

(b)

On September 16, 2022, Gladiator entered into a collateralized loan of the Company’s future receipts of receivables with Pinnacle Business Funding LLC (“PBF”). The Company received net amount of $145,500 (net of $$4,500 paid for ACH fees) in exchange for $202,500 receivables purchased by PBF. The Company agreed to pay $6,328 per week as funds are made available to be sent to PBF until paid off in its entirety. As of September 30, 2024 and December 31, 2023, $24,000 and $36,000 remains outstanding, respectively.

(b)

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

(b)

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

(c)

Upon acquisition of USS at September 23, 2022, the Company assumed the liabilities for eleven vehicle loans from USS which together had an outstanding total amount of $140,300. At September 30, 2024 and December 31, 2023, the total amount outstanding is $54,998 and $76,309, respectively, with 5 vehicle loans currently outstanding. The Company currently has loans for vehicles with interest rates between 0% and 12.6%, per annum. Monthly payments range from $392 to $1,075, with an aggregate monthly payment of $3,211. All loans have a term between 1 and 6 years.

(d)

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

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

As of September 30, 2024 and December 31, 2023, the principal balance was $135,872 and $398,533, respectively, and a reserve balance  maintained by the for $18,799 as of September 30, 2024.

(e)

On March 3, 2021, the Company received a loan from the U.S. Small Business Administration (“SBA”) in the amount of $67,900 with an interest rate of 3.75% per annum. The loan is due and payable thirty (30) years from the date of the note. Interest accrued as of September 30, 2024 and December 31, 2023 is $9,190 and $7,204, respectively.

(f)

In April 2024, USS entered into a promissory note agreement with Ashley Padilla for $130,000, which matures on April 5, 2024. An origination and guarantee fee of $30,000 are included in the principal which was charged and discounted against the note over the term. As of September 30, 2024, the note had an outstanding balance of $90,000.

Convertible Notes

On February 8, 2021, Gladiator entered into a note agreement with Pink Holdings LLC. The Company received $10,000 at a 6% interest rate per annum, maturing on February 7, 2022. All principal and interest are due upon maturity. The issuer of the note has the option to convert any part, or all of the outstanding interest or principal amount owed into fully paid and non-assessable shares of common stock of the Company at 10% of the lowest trading price during the 5-trading day period ending on the conversion date per share. As of September 30, 2024 and December 31, 2023, the Company accrued 2,404 and $1,105, respectively, in interest related to this note. Due to the variable nature of the conversion feature, this note was determined to contain a derivative liability.

On February 26, 2021, Gladiator entered into a note agreement with Pink Holdings LLC. The Company received $25,000 at a 6% interest rate per annum, maturing on February 25, 2022. All principal and interest are due upon maturity. The issuer of the note has the option to convert any portion, or all of the outstanding interest or principal amount owed into fully paid and non-assessable shares of common stock of the Company at 10% of the lowest trading day period ending on the conversion date per share. As of September 30, 2024 and December 31, 2023, the Company accrued $7,338 and $2,765, respectively, in interest related to this note. Due to the variable nature of the conversion feature, this note was determined to contain a derivative liability.

As of September 30, 2024, these notes have not been converted and are in default.

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Derivative Liabilities

9 Months Ended

Sep. 30, 2024

Derivative Liabilities

Derivative Liabilities

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

	September 30, 2024			December 31, 2023
Expected term (years)		1.00			1.00
Expected volatility		62	%		41	%
Expected dividends		0.00	%		0.00	%
Risk free interest rate		5.09	%		4.79	%

A reconciliation of the beginning and ending balances for the derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows at September 30, 2024 and December 31, 2023:

Derivative liabilities - December 31, 2022	$	331,399
Fair value mark to market adjustment		(156,354	)
Derivative liabilities - December 31, 2023		175,045
Fair value mark to market adjustment		191,483
Derivative liabilities - September 30, 2024	$	366,528

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

During the nine months ended September 30, 2024 and 2023, the Company recorded a change in fair of derivative liabilities – gains/(losses) of $(191,483) and $156,354 respectively.

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

For the nine months ended September 30, 2024 and 2023, the Company recorded a derivative expense of $0 and $0, respectively.

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2024

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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, 2024 and December 31, 2023:

	September 30, 2024
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	366,528	$	366,528
Total	$	-	$	-	$	366,528	$	366,528

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

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies

Commitments and Contingencies

Note 9 – Commitments and Contingencies

Operating Leases

We have entered into various operating lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, which requires a lessee to utilize the right-of-use model and to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.

We have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease.

We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

Our leases, where we are the lessee, do not include an option to extend the lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.

Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.

At September 30, 2024 and December 31, 2023, respectively, the Company had no financing leases as defined in ASC 842, "Leases."

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

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

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

The tables below present information regarding the Company's operating lease assets and liabilities at September 30, 2024 and December 31, 2023, respectively:

	September 30, 2024			December 31, 2023
Assets
Operating lease - right-of-use asset - non-current	$	280,720		$	168,339
Liabilities
Operating lease liability	$	309,642		$	183,353
Weighted-average remaining lease term (years)		3.34			1.58
Weighted-average discount rate		8.00	%		8.00	%
The components of lease expense were as follows:

	September 30, 2024		June 30, 2023
Operating lease costs
Amortization of right-of-use operating lease asset	$	63,162	$	42,108
Lease liability expense in connection with obligation repayment		20,368	$	14,833
Total operating lease costs	$	83,530	$	56,941
Supplemental cash flow information related to operating leases was as follows:
Operating cash outflows from operating lease (obligation payment)	$	73,391	$	47,896
Right-of-use asset obtained in exchange for new operating lease liability	$	-	$	421,080

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

2024 (3 Months)	$	24,543
2025		103,661
2026		107,020
2027		110,228
2028		9,208
Total undiscounted cash flows		354,660
Less: amount representing interest		(45,018	)
Present value of operating lease liability		309,642
Less: current portion of operating lease liability		77,178
Long-term operating lease liability	$	232,464

Contingencies – Legal Matters

The Company is subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries.

As of September 30, 2024 and December 31, 2023, respectively, the Company is not aware of any litigation, pending litigation, or other transactions that would require accrual or disclosure.

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Stockholders Deficit

9 Months Ended

Sep. 30, 2024

Stockholders Deficit

Stockholders' Deficit

Note 10 – Stockholders’ Deficit

At September 30, 2024 and December 31, 2023, respectively, the Company had three (3) classes of stock:

Preferred Stock – Series A

- 2,000,000 shares authorized

- 400,000 issued and outstanding at September 30, 2024 and December 31, 2023, respectively.

- Par value - $0.001

- Voting – 30 votes per share

- Dividends - none

- Liquidation preference – none

- Rights of redemption - none

- Conversion - none

Preferred Stock – Series B

- 1,000,000 shares authorized

- 50,000 and 0 issued and outstanding at September 30, 2024 and December 31, 2023, respectively.

- Par value - $0.001

- Voting – 10 votes per share

- Dividends - none

- Liquidation preference – none

- Rights of redemption - none

- Conversion – 50:1 into common

Common Stock

- 90,000,000 shares authorized

- 9,051,429 and 9,064,129 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

- Par value - $0.001

- Voting - 1 vote per share

Equity Transactions for the Nine Months Ended September 30, 2024:

Stock and Warrants Issued for Cash

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

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

On August 12, 2024, the Company issued 50,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $50,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026.

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

On July 25, 2024, the Company issued 100,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $100,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026.

On June 28, 2024, the Company issued 100,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for a subscription amount of  $100,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2026.  The subscription was received in July 2024. 

On June 18, 2024, the Company issued 75,000 units consisting of one share of common stock and one warrant. The units were sold at $1/unit for gross proceeds of $75,000. The warrants are exercisable immediately at $3.50/share and expire on December 31, 2025.

Stock Issued for Services – Related Party

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

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

The Company determined the valuation of this transaction as follows:

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

Stock Issued for Services

On March 6, 2024, the Company cancelled 866,667 shares of common stock that was previously issued and re-issued the same shareholders a total of 368,967 in accordance with stated agreements.

Warrants Issued for Services

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

The fair value of all warrants granted during the nine months ended September 30, 2024 was determined using a Black-Scholes option pricing model with the following inputs:

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

Equity Transactions for the Year Ended December 31, 2023:

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

On April 20, 2023, the Company issued 10,000 shares of common stock for professional services received, having a fair value of $63,150.

Warrants

Warrant activity for the nine months ended September 30, 2024, and the year ended December 31, 2023 are summarized as follows:

					Weighted
					Average
			Weighted		Remaining		Aggregate
	Number of		Average		Contractual		Intrinsic
Warrants	Warrants		Exercise Price		Term (Years)		Value
Outstanding - December 31, 2022		1,000,000	$	3.50		2.57	$	-
Vested and Exercisable - December 31, 2022		1,000,000	$	3.50		2.57	$	-
Unvested - December 31, 2022		-	$	-		-	$	-
Granted		-
Exercised		-
Cancelled/Forfeited		-
Outstanding - December 31, 2023		1,000,000	$	3.50		1.57	$	2,500,000
Vested and Exercisable - December 31, 2023		1,000,000	$	3.50		1.57	$	2,500,000
Unvested and non-exercisable - December 31, 2023		-	$	-		-	$	-
Granted		1,000,000	$	3.50
Exercised		-
Cancelled/Forfeited		-
Outstanding - September 30, 2024		2,000,000	$	3.50		1.50	$	-
Vested and Exercisable - September 30, 2024		2,000,000	$	3.50		1.50	$	-
Unvested and non-exercisable - September 30, 2024		-	$	-		-	$	-

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Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events

Subsequent Events

Note 11 – Subsequent Events

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

Principles of Consolidation and Non-Controlling Interest

These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

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.

Business Segments and Concentrations

The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. 

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

Use of Estimates and Assumptions

Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

Significant estimates during the nine months ended September 30, 2024 and 2023, respectively, include, allowance for doubtful accounts receivable,  valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives related to property and equipment, impairment of intangible assets, implicit interest rate in right-of-use operating leases, uncertain tax positions, and the valuation allowance on deferred tax assets.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

The Company has experienced, and in the future may experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Fair Value of Financial Instruments

The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. 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, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

· Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

· Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

· Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

The Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, and accounts payable and accrued expenses – related party, are carried at historical cost. At September 30, 2024 and December 31, 2023, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.

Cash and Cash Equivalents and Concentration of Credit Risk

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

At September 30, 2024 and December 31, 2023, respectively, the Company did not have any cash equivalents.

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

At September 30, 2024 and December 31, 2023, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral.

Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made.

The following is a summary of the Company’s accounts receivable at September 30, 2024 and December 31, 2023:

	September 30, 2024		December 31, 2023
Accounts receivable	$	170,480	$	720,112
Less: allowance for doubtful accounts		-		-
Accounts receivable - net	$	170,480	$	720,112

There was bad debt expense of $39,052 and $0 for the nine months ended September 30, 2024 and 2023, respectively.

Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations.

Concentrations

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

	AR
	Nine Months Ended September 30,			Year Ended December 31,
Customer	2024			2023
A		67.73	%		27.94	%
B		0.00	%		30.85	%
Total		67.73	%		58.79	%

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

	Nine Months Ended September 30,
Customer	2024			2023
A		24.81	%		12.19	%
B		8.16	%		21.12	%
Total		32.97	%		33.31	%

Impairment of Long-lived Assets including Internal Use Capitalized Software Costs

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, 2024 and 2023, respectively.

Property and equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the 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 reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

There were no impairment losses for the three and nine months ended September 30, 2024 and 2023, respectively.

Derivative Liabilities

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “Distinguishing Liabilities from Equity” and FASB ASC Topic No. 815, (“ASC 815”) “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations (other income/expense) as a gain or loss on the change in fair value of derivative liabilities. The Company uses a Black-Scholes pricing model to determine fair value of these instruments.

Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivative liabilities, and any remaining unamortized debt discounts, and where appropriate recognizes a net gain or loss on debt extinguishment (debt based derivative liabilities). In connection with any extinguishments of equity based derivative liabilities (typically warrants), the Company records an increase to additional paid-in capital for any remaining liability balance extinguished.

Equity instruments  that  are  initially  classified  as  equity  that  become  subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

Original Issue Discounts and Other Debt Discounts

For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.

Additionally, the Company may issue common stock with certain notes issued, which are recorded at fair value. These discounts are also recorded as a component of debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. The combined debt discounts cannot exceed the face amount of the debt issued.

Debt Issue Cost

Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations.

Right of Use Assets and Lease Obligations

The Right of Use Asset and Lease Liability reflect the present value of the Company’s estimated future minimum lease payments over the lease term, which may include options that are reasonably assured of being exercised, discounted using a collateralized incremental borrowing rate.

Typically, renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements exceed that of the initial lease term, and the performance of the business remains strong. Therefore, the Right of Use Asset and Lease Liability may include an assumption on renewal options that have not yet been exercised by the Company. The Company’s operating leases contained renewal options that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities.

As the rate implicit in leases are not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease within a particular currency environment. See Note 7 for third party and related party operating leases.

Revenue Recognition

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

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

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

Identify the contract with a customer

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

Identify the performance obligations in the contract

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

Determine the transaction price

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

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

Allocate the transaction price to performance obligations in the contract

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

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

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

Recognize revenue when or as the Company satisfies a performance obligation

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

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

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.

Disaggregation of Revenues

The following represents the Company’s disaggregation of revenues for the nine months ended September 30, 2024 and 2023:

	Nine Months Ended September 30, 2024
	2024					2023
	Revenue		% of Revenues			Revenue		% of Revenues
Personal protective products	$	4,025,410		100.00	%	$	6,915,105		100.00	%
Total Sales	$	4,025,410		100.00	%	$	6,915,105		100.00	%

Cost of Goods Sold

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

Income Taxes

The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

At September 30, 2024 and December 31, 2023, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the nine months ended September 30, 2024 and 2023, respectively.

Valuation of Deferred Tax Assets

The Company’s deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

The Company reviews the likelihood that it will realize the benefit of its deferred tax assets and therefore the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with all other available positive and negative evidence.

Certain categories of evidence carry more weight in the analysis than others based upon the extent to which the evidence may be objectively verified. The Company looks to the nature and severity of cumulative pretax losses (if any) in the current three-year period ending on the evaluation date, recent pretax losses and/or expectations of future pretax losses.

Other factors considered in the determination of the probability of the realization of the deferred tax assets include, but are not limited to:

· Earnings history;

· Projected future financial and taxable income based upon existing reserves and long-term estimates of commodity prices;

· The duration of statutory carry forward periods;

· Prudent and feasible tax planning strategies readily available that may alter the timing of reversal of the temporary difference;

· Nature of temporary differences and predictability of reversal patterns of existing temporary differences; and

· The sensitivity of future forecasted results to commodity prices and other factors.

Concluding that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. The Company utilizes a rolling twelve quarters of pre-tax income or loss as a measure of its cumulative results in recent years. However, a cumulative three year loss is not solely determinative of the need for a valuation allowance. The Company also considers all other available positive and negative evidence in its analysis.

At September 30, 2024 and December 31, 2023, respectively, the Company has recorded a full valuation allowance against its deferred tax assets resulting in a net carrying amount of $0.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations.

The Company recognized $15,778 and $28,444 in marketing and advertising costs during the three months ended September 30, 2024 and 2023, respectively.

The Company recognized $21,049 and $62,332 in marketing and advertising costs during the nine months ended September 30, 2024 and 2023, respectively.

Stock-Based Compensation

The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options.

The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model:

· Exercise price,

· Expected dividends,

· Expected volatility,

· Risk-free interest rate; and

· Expected life of option

Stock Warrants

In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a Black-Scholes pricing model.

Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period.

Basic and Diluted Earnings (Loss) per Share

Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented.

Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

Potentially dilutive common shares may consist of contingently issuable shares, common stock issuable upon the conversion of stock options and warrants (using the treasury stock method), and convertible debt. These common stock equivalents may be dilutive in the future.

In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive.

The following potentially dilutive equity securities outstanding as of September 30, 2024 and 2023 were as follows:

	September 30, 2024		December 31, 2023
Warrants		2,450,000		1,000,000

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

Based on the potential common stock equivalents noted above at September 30, 2024, the Company has sufficient authorized shares of common stock (90,000,000) to settle any potential exercises of common stock equivalents.

Subscription and Shareholder Receivables

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

Shareholder receivables represent amounts due from shareholders. If the shareholder does not fund the receivable prior to the balance sheet date, the Company records a receivable that is reclassified as a contra account to stockholder’s deficit on the balance sheet. At September 30, 2024, $100,000 was due from shareholders, this amount was received in July 2024.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

See Note 10 for a discussion of equity transactions with certain officers and directors.

Recent Accounting Standards

Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company.

In March 2022, the Financial Accounting Standards Board (the "FASB") issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings ("TDRs") for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.

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

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this will have on the Company’s consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations or cash flows.

Reclassifications

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

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

Summary of accounts receivable

	September 30, 2024		December 31, 2023
Accounts receivable	$	170,480	$	720,112
Less: allowance for doubtful accounts		-		-
Accounts receivable - net	$	170,480	$	720,112

Summary of concentrations risk

	AR
	Nine Months Ended September 30,			Year Ended December 31,
Customer	2024			2023
A		67.73	%		27.94	%
B		0.00	%		30.85	%
Total		67.73	%		58.79	%

Summary of disaggregation of revenue

	Nine Months Ended September 30, 2024
	2024					2023
	Revenue		% of Revenues			Revenue		% of Revenues
Personal protective products	$	4,025,410		100.00	%	$	6,915,105		100.00	%
Total Sales	$	4,025,410		100.00	%	$	6,915,105		100.00	%

Summary of potentially dilutive securities outstanding

	September 30, 2024		December 31, 2023
Warrants		2,450,000		1,000,000

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Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property and Equipment

Summary of Property and Equipment

	September 30, 2024			December 31, 2023			Estimated Useful Lives (Years)
Furniture and fixtures	$	37,271		$	16,062			7
Vehicles		171,901			195,321			5
		209,172			211,383
Accumulated depreciation		(104,469	)		(52,241	)
Total property and equipment - net	$	104,703		$	159,142

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Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Intangible Assets

Summary of Intangible Assets

	September 30, 2024			December 31, 2023
Customer relationships	$	2,420,014		$	2,420,014
Supplier relationship		700,207			700,207
Employee expertise		1,719,807			1,719,807
Software development costs		99,609			99,609
		4,939,637			4,939,637
Accumulated depreciation		(2,851,363	)		(2,851,363	)
Total property and equipment - net	$	2,088,274		$	2,088,274

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Accounts Payable and Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Accounts Payable and Accrued Liabilities

Summary of accounts payable and accrued expenses

	September 30, 2024		December 31, 2023
Accounts payable and accrued liabilities	$	903,275	$	1,107,173
Accrued interest payable		997,093		562,735
Accounts payable and accrued liabilities	$	1,900,368	$	1,669,908

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Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt

Summary of debt

		September 30, 2024		December 31, 2023
Kapitus	(a)	$	122,973	$	122,973
Henry Sierra	(b)		148,946		148,946
Padilla	(c)		-		58,256
Clearview	(d)		171,481		316,363
Total			443,400		646,538
Notes payable - current			443,400		536,251
Notes payable - long-term		$	-	$	110,287

Summary of loans payable

		September 30, 2024			December 31, 2023
Quattro Capital	(a)	$	250,000		$	250,000
Merchant cash advances	(b)		24,000			36,000
Vehicle loans	(c)		43,061			76,309
Bayview Funding	(d)		135,872			398,533
SBA Loan	(e)		67,800			67,800
Padilla	(f)		90,000			-
Total			610,733			828,642
Loans payable - current			(542,933	)		(760,842	)
Loans payable - long-term		$	67,800		$	67,800

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Derivative Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Derivative Liabilities

Summary of assumptions used

	September 30, 2024			December 31, 2023
Expected term (years)		1.00			1.00
Expected volatility		62	%		41	%
Expected dividends		0.00	%		0.00	%
Risk free interest rate		5.09	%		4.79	%

Summary of derivative liabilities measured on recurring basis

Derivative liabilities - December 31, 2022	$	331,399
Fair value mark to market adjustment		(156,354	)
Derivative liabilities - December 31, 2023		175,045
Fair value mark to market adjustment		191,483
Derivative liabilities - September 30, 2024	$	366,528

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value of Financial Instruments

Summary of liabilities measured at fair value

	September 30, 2024
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	366,528	$	366,528
Total	$	-	$	-	$	366,528	$	366,528

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

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies

Summary of operating lease assets and liabilities

	September 30, 2024			December 31, 2023
Assets
Operating lease - right-of-use asset - non-current	$	280,720		$	168,339
Liabilities
Operating lease liability	$	309,642		$	183,353
Weighted-average remaining lease term (years)		3.34			1.58
Weighted-average discount rate		8.00	%		8.00	%
The components of lease expense were as follows:

	September 30, 2024		June 30, 2023
Operating lease costs
Amortization of right-of-use operating lease asset	$	63,162	$	42,108
Lease liability expense in connection with obligation repayment		20,368	$	14,833
Total operating lease costs	$	83,530	$	56,941
Supplemental cash flow information related to operating leases was as follows:
Operating cash outflows from operating lease (obligation payment)	$	73,391	$	47,896
Right-of-use asset obtained in exchange for new operating lease liability	$	-	$	421,080

Summary of future minimum lease payments of lease

2024 (3 Months)	$	24,543
2025		103,661
2026		107,020
2027		110,228
2028		9,208
Total undiscounted cash flows		354,660
Less: amount representing interest		(45,018	)
Present value of operating lease liability		309,642
Less: current portion of operating lease liability		77,178
Long-term operating lease liability	$	232,464

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Stockholders Deficit (Tables)

9 Months Ended

Sep. 30, 2024

Stockholders Deficit

Summary of assumptions used in stock activity

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

Summary of fair value of all warrants granted

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

Summary of warrants

					Weighted
					Average
			Weighted		Remaining		Aggregate
	Number of		Average		Contractual		Intrinsic
Warrants	Warrants		Exercise Price		Term (Years)		Value
Outstanding - December 31, 2022		1,000,000	$	3.50		2.57	$	-
Vested and Exercisable - December 31, 2022		1,000,000	$	3.50		2.57	$	-
Unvested - December 31, 2022		-	$	-		-	$	-
Granted		-
Exercised		-
Cancelled/Forfeited		-
Outstanding - December 31, 2023		1,000,000	$	3.50		1.57	$	2,500,000
Vested and Exercisable - December 31, 2023		1,000,000	$	3.50		1.57	$	2,500,000
Unvested and non-exercisable - December 31, 2023		-	$	-		-	$	-
Granted		1,000,000	$	3.50
Exercised		-
Cancelled/Forfeited		-
Outstanding - September 30, 2024		2,000,000	$	3.50		1.50	$	-
Vested and Exercisable - September 30, 2024		2,000,000	$	3.50		1.50	$	-
Unvested and non-exercisable - September 30, 2024		-	$	-		-	$	-

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Organization and Nature of Operations (Details Narrative)	9 Months Ended
	Sep. 30, 2024 USD ($)
Organization and Nature of Operations
Net loss	$ (4,712,641)
Cash on hand	82,534
Stockholders' deficit	(912,761)
Working capital deficit	(3,093,594)
Accumulated deficit	(18,628,568)
Net cash provided by (used in) operating activities	$ 51,022

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Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Accounts receivable	$ 170,480	$ 720,112
Less: allowance for doubtful accounts	0	0
Accounts receivable - net	$ 170,480	$ 720,112

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Summary of Significant Accounting Policies (Details 1)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Concentrations risk percentage accounts receivable	67.73%		58.79%
Concentrations risk percentage slaes	32.97%	33.31%
Customer A [Member]
Concentrations risk percentage accounts receivable	67.73%		27.94%
Concentrations risk percentage slaes	24.81%	12.19%
Customer B [Member]
Concentrations risk percentage accounts receivable	0.00%		30.85%
Concentrations risk percentage slaes	8.16%	21.12%

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Summary of Significant Accounting Policies (Details 2) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue	$ 989,486	$ 2,382,896	$ 4,025,410	$ 6,915,105
Sales Revenue, Net [Member]
Revenue			$ 4,025,410	$ 6,915,105
Percent of revenue			100.00%	100.00%
Personal protective products [Member]
Revenue			$ 4,025,410	$ 6,915,105
Percent of revenue			100.00%	100.00%

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Summary of Significant Accounting Policies (Details 3) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Warrants	2,450,000	1,000,000

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies
Due from shareholders	$ 100,000		$ 100,000
Common Stock, shares authorized	90,000,000		90,000,000		90,000,000
Marketing and advertising costs	$ 15,778	$ 28,444	$ 21,049	$ 62,332
Deferred tax assets	0		0		$ 0
Bad debt expense			39,052	$ 0
FDIC insured limits	$ 250,000		$ 250,000

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Property and Equipment (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Total property and equipment, net	$ 104,703	$ 159,142
Property and Equipment [Member]
Property and Equipment	209,172	211,383
Less: accumulated amortization	(104,469)	(52,241)
Total property and equipment, net	104,703	159,142
Vehicles [Member]
Property and Equipment	$ 171,901	195,321
Estimated useful lives	5 years
Furniture and Fixtures [Member]
Property and Equipment	$ 37,271	$ 16,062
Estimated useful lives	7 years

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Property and Equipment (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Depreciation expense	$ 31,018	$ 1,090,523
Vehicles [Member]
Net book value	$ 23,421

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Intangible Assets (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Total property and equipment- net	$ 2,088,274	$ 2,088,274
Total Intangible Assets [Member]
Intangible assets	4,939,637	4,939,637
Less: accumulated depreciation	(2,851,363)	(2,851,363)
Total property and equipment- net	2,088,274	2,088,274
Customer Relationships [Member]
Intangible assets	2,420,014	2,420,014
Supplier Relationships [Member]
Intangible assets	700,207	700,207
Employee expertise [Member]
Intangible assets	1,719,807	1,719,807
Software development costs [Member]
Intangible assets	$ 99,609	$ 99,609

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Intangible Assets (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Intangible Assets
Impairment loss	$ 0	$ (911,467)

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Accounts Payable and Accrued Expenses (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities	$ 903,275	$ 1,107,173
Accrued interest payable	997,093	562,735
Accounts Payable and Accrued Expenses	$ 1,900,368	$ 1,669,908

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Debt (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Notes payable, current portion	$ 443,400	$ 536,251
Notes Payable [Member]
Notes payable outstanding	443,400	646,538
Notes payable, current portion	443,400	536,251
Notes payable, excluding current	0	110,287
Padilla [Member]
Notes payable outstanding	0	58,256
Kapitus [Member]
Notes payable outstanding	122,973	122,973
Henry Sierra [Member]
Notes payable outstanding	148,946	148,946
Clearview [Member]
Notes payable outstanding	$ 171,481	$ 316,363

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Debt (Details 1) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Total loans outstanding	$ 67,800	$ 67,800
Loans payable - current	(542,933)	(760,842)
Padilla [Member]
Total loans outstanding	90,000	0
Quattro Capital [Member]
Total loans outstanding	250,000	250,000
Merchant Cash Advances [Member]
Total loans outstanding	24,000	36,000
Vehicle Loans [Member]
Total loans outstanding	43,061	76,309
SBA Loan [Member]
Total loans outstanding	67,800	67,800
Bayviiew Funding [Member]
Total loans outstanding	135,872	398,533
Loans Payable [Member]
Total loans outstanding	610,733	828,642
Loans payable - current	(542,933)	(760,842)
Loans payable - long-term	$ 67,800	$ 67,800

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Debt (Details Narrative) - USD ($)									1 Months Ended										9 Months Ended		12 Months Ended
	Jun. 05, 2024	Oct. 06, 2023	Aug. 04, 2023	Apr. 13, 2023	Dec. 09, 2022	Mar. 03, 2021	Feb. 08, 2021	Nov. 04, 2020	Apr. 30, 2024	Oct. 31, 2023	Sep. 23, 2022	Sep. 16, 2022	Sep. 15, 2022	Dec. 28, 2021	Nov. 18, 2021	Sep. 23, 2021	Aug. 20, 2021	Feb. 26, 2021	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Interest rate						3.75%
Interest rate																			5.09%		4.79%
Preoceeds from loans						$ 67,900
Accrued interest																			$ 9,190		$ 7,204
Preoceeds from notes																			348,874	$ 679,200
Weekly installments payments																			529,044	$ 610,478
Convertible Notes [Member]
Maturity							February 7, 2022
Interest rate							6.00%
Accrued interest payable																			2,404		1,105
Preoceeds from notes							$ 10,000
Convertible Notes One [Member]
Maturity																		February 25, 2022
Interest rate																		6.00%
Accrued interest payable																			7,338		2,765
Preoceeds from notes																		$ 25,000
USS [Member]
Preoceeds from loans															$ 180,000
Fees of ACH paid															20,000
Repurchase common stock shares																100
Description of repurchase amount																The repurchase amount was reduced by $405,545 as a result of distributions to Mr. Sierra from the Company. The remaining value of $231,955 is to be repaid through the promissory note
Purchased receivables by PBF															300,000
Promissory note issued																$ 637,500
Maturity period																4 years
Weekly installments payments															$ 2,600
Note discounted prior to acquisition																6.00%
Fair value adjusted																$ 182,773
Outstanding principal amount																			148,946		148,946
Ashley Padilla [Member]
Preoceeds from loans									$ 130,000
Outstanding principal amount																			90,000
Origination fee									$ 30,000
October 6, 2023 [Member] | USS [Member]
Promissory note issued		$ 100,000
Outstanding principal amount																					58,256
Origination fee		$ 30,000
August 4, 2023 [Member] | USS [Member]
Promissory note issued			$ 400,000
Outstanding principal amount																					316,363
Origination fee			$ 180,000
June 5, 2024 [Member] | USS [Member]
Promissory note issued	$ 200,000
Outstanding principal amount																			171,481
Origination fee	$ 15,000
December 28, 2021 [Member] | USS [Member]
Preoceeds from loans														$ 180,000
Fees of ACH paid														20,000
Purchased receivables by PBF														300,000
Per day installments payments														$ 5,000
Gladiator [Member]
Interest rate								45.60%
Preoceeds from loans					$ 250,000
Interest expense																			781,625
Preoceeds from notes								$ 69,800
Description of interest and interest rate					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
Interest paid								$ 22,336
Fees of escrow agent					$ 6,000
Fees of brokers					$ 6,500
Maturity period								15 months
Weekly installments payments								$ 1,419
Gladiator [Member] | September 16, 2022 [Member]
Preoceeds from loans												$ 145,500
Fees of ACH paid												4,500
Purchased receivables by PBF												202,500
Remeaning loan amount																			24,000		36,000
Weekly installments payments												$ 6,328
Gladiator [Member] | September 15, 2022 [Member]
Interest rate													24.00%
Interest expense																					18,018
Accrued interest payable																			53,047		29,514
Preoceeds from notes													$ 150,000
Interest paid													$ 45,000
Maturity period													15 months
Weekly installments payments													$ 3,003
Gladiator [Member] | August 20, 2021 [Member]
Interest rate																	46.50%
Preoceeds from notes																	$ 25,500
Interest paid																	$ 8,205
Maturity period																	15 months
Weekly installments payments																	$ 519
Vehicle Loans [Member] | USS [Member]
Outstanding liability																			54,998		76,309
Vehicle Loans [Member] | USS [Member] | Minimum [Member]
Interest rate											0.00%
Maturity period											1 year
Weekly installments payments											$ 392
Vehicle Loans [Member] | USS [Member] | Maximum [Member]
Interest rate											12.60%
Maturity period											6 years
Per day installments payments											$ 1,075
Padang, panang ltd[Member] | Sentinel Holdings, Inc [Member]
Interest rate										4.36%
Promissory note issued										$ 48,874
Factoring Agreement [Member] | Bay View Funding [Member]
Principal balance																			135,872		$ 398,533
Reserve balance																			$ 18,799
Maximum credit faciliy				$ 1,000,000
Facility fee percent				0.50%
Factoring fee percent				0.85%

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Derivative Liabilities (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Derivative Liabilities
Expected term (years)	1 year	1 year
Expected voladility	62.00%	41.00%
Expected dividends	0.00%	0.00%
Risk free interest rate	5.09%	4.79%

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Derivative Liabilities (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Derivative Liabilities
Derivative liabilities, Beginning	$ 175,045	$ 331,399
Fair value mark to market adjustment	191,483	(156,354)
Derivative liabilities, Ending	$ 366,528	$ 175,045

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Derivative Liabilities (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Derivative Liabilities
Change in fair of derivative liabilities	$ (191,483)	$ 156,354
Derivative expense	$ 0	$ 0

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Fair Value of Financial Instruments (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Total Derivative liabilities	$ 366,528	$ 175,045	$ 331,399
Derivative liabilities [Member] | Level 1 [Member]
Derivative liabilities	0	0
Total Derivative liabilities	0	0
Derivative liabilities [Member] | Total Level
Derivative liabilities	366,528	175,045
Total Derivative liabilities	366,528	175,045
Derivative liabilities [Member] | Level 3 [Member]
Derivative liabilities	366,528	175,045
Total Derivative liabilities	366,528	175,045
Derivative liabilities [Member] | Level 2 [Member]
Derivative liabilities	0	0
Total Derivative liabilities	$ 0	$ 0

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Commitments and Contingencies (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Assets
Operating lease - right-of-use asset - non-current	$ 280,720	$ 168,339
Liabilities
Operating lease liability	$ 309,642	$ 183,353
Weighted average remaining lease term (years)	3 years 4 months 2 days	1 year 6 months 29 days
Weighted-average discount rate	8.00%	8.00%

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Commitments and Contingencies (Details 1) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating lease costs
Amortization of right-of-use operating lease asset	$ 63,162	$ 42,108
Lease liability expense in connection with obligation repayment	20,368	14,833
Total operating lease costs	83,530	56,941
Supplemental cash flow information related to operating leases was as follows:
Operating cash outflows from operating lease (obligation payment)	73,391	47,896
Right-of-use asset obtained in exchange for new operating lease liability	$ 0	$ 421,080

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Commitments and Contingencies (Details 2)	Sep. 30, 2024 USD ($)
Commitments and Contingencies
2024 (3 Months)	$ 24,543
2025	103,661
2026	107,020
2027	110,228
2028	9,208
Total undiscounted cash flows	354,660
Less: amount representing interest	(45,018)
Present value of operating lease liability	309,642
Less: current portion of operating lease liability	77,178
Long-term operating lease liability	$ 232,464

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Commitments and Contingencies (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 30, 2023	Sep. 30, 2024
Commitments and Contingencies
Operating lease term		12 months
Leases monthly payment	$ 7,943	$ 8,819
Straight-line rent per month		$ 9,522
Description of Lease term	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	Company entered into an office lease for its administrative operations, (the “Saratoga lease”). The Saratoga lease is for a 48.5-month term, with an original expiration date of July 31, 2024

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Stockholders Deficit (Details) - USD ($)	Sep. 30, 2024	Aug. 26, 2024
Stockholders Deficit
Quantity of Series B, preferred stock issued majority shareholder	50,000
Conversion ratio of Series B, preferred stock into common stock	50
Equivalent Series A, common shares	2,500,000
Cash offering price for common shares	$ 1.00	$ 1
Value of Series A, preferred stock issued	$ 2,500,000

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Stockholders Deficit (Details 1) - Black Scholes Option Pricing [Member]	9 Months Ended
	Sep. 30, 2024
Expected term (years)	2 years 8 months 23 days
Expected volatility	52.00%
Expected dividends	0.00%
Risk free interest rate	4.60%

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Stockholders Deficit (Details 2) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Stockholders Deficit
Number of warrants outstanding, beginning	1,000,000	1,000,000
Number of warrants vested and exercisable	1,000,000	1,000,000
Number of warrants unvested	0	0
Number of warrants granted	1,000,000	0
Number of warrants exercised	0	0
Number of warrants cancelled forfeited	0	0
Number of warrants outstanding, ending	2,000,000	1,000,000	1,000,000
Number of warrants vested and exercisable ending	2,000,000	1,000,000	1,000,000
Number of warrants unvested and non exercisable ending	0	0	0
Weighted average exercise price outstanding, beginning	$ 3.50	$ 3.50
Weighted average exercise price vested and exercisable	3.50	3.50
Weighted average exercise price unvested	0	0
Weighted average exercise price granted	3.50	0.00
Weighted average exercise Price exercised	0.00	0.00
Weighted average exercise price expired/forfeited	0.00	0.00
Weighted average exercise price outstanding, ending	3.50	3.50	$ 3.50
Weighted average exercise price vested and exercisable ending	3.50	3.50	3.50
Weighted average exercise price unvested and non exercisable	$ 0	$ 0	$ 0
Weighted average remaining contractual term (years) outstanding	1 year 6 months	1 year 6 months 25 days	2 years 6 months 25 days
Weighted average remaining contractual term (years) vested and exercisable	1 year 6 months	1 year 6 months 25 days	2 years 6 months 25 days
Aggregate intrinsic value outstanding	$ 2,500,000	$ 0
Aggregate intrinsic value vestd and exercisbale	2,500,000	0
Aggregate intrinsic value unvested	0	0
Aggregate intrinsic value outstanding end	0	2,500,000	$ 0
Aggregate intrinsic value vestd and exercisbale end	0	2,500,000	0
Aggregate intrinsic value unvested end	$ 0	$ 0	$ 0

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Stockholders Deficit (Details Narrative) - USD ($)			1 Months Ended						3 Months Ended	9 Months Ended		12 Months Ended
	Aug. 12, 2024	Apr. 08, 2024	Aug. 26, 2024	Jul. 26, 2024	Jul. 25, 2024	Jun. 28, 2024	Jun. 18, 2024	Apr. 20, 2023	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Issuance of common stock and warrants to shareholders, shares			17,500
Issuance of common stock and warrants to shareholders, per share			$ 1							$ 1.00
Issuance of common stock and warrants to shareholders, amount			$ 17,500							$ 485,000	$ 0
Common Stock, par value (in dollars per share)										$ 0.001		$ 0.001
Common Stock, shares authorized										90,000,000		90,000,000
Common Stock, shares issued										9,051,429		9,064,129
Stock Issued for Services, value									$ 0
Common Stock, shares outstanding										9,051,429		9,064,129
Number of warrants cancelled forfeited										0		0
Number of vote per share										1 vote per share
Stock and Warrants [Member]
Issuance of common stock and warrants to shareholders, shares	50,000		17,500	125,000	100,000	100,000	75,000	10,000				50,000
Issuance of common stock and warrants to shareholders, per share	$ 1		$ 1	$ 1	$ 1	$ 1	$ 1
Issuance of common stock and warrants to shareholders, amount	$ 50,000		$ 17,500	$ 125,000	$ 100,000	$ 100,000	$ 75,000	$ 63,150				$ 50,000
Expiry of warrant	Dec. 31, 2026			Dec. 31, 2026	Dec. 31, 2026	Dec. 31, 2026	Dec. 31, 2025
Weighted exercisable	$ 3.50			$ 3.50	$ 3.50	$ 3.50	$ 3.50
Stock Issued for Services [Member]
Number of warrants cancelled forfeited										866,667
Number of warrants re issue of cancel number of share										368,967
Warrants Issued for Services [Member]
Number of warrants issue fully vested warrants for sevices		550,000
Number of warrants issue fully vested warrants for sevices fair value amount		$ 1,138,500
Number of warrants issue fully vested warrants for sevices exercise price per share		$ 3.50
Series A Preferred Stock
Preferred stock, shares authorized										2,000,000		2,000,000
Preferred stock, shares issued										400,000		400,000
Preferred stock, shares outstanding										400,000		400,000
Preferred Stock, par value										$ 0.001		$ 0.001
Series B Preferred Stock
Preferred stock, shares authorized										1,000,000
Preferred stock, shares issued										50,000		0
Preferred stock, shares outstanding										50,000		0
Preferred Stock, par value										$ 0.001
Number of vote per share										10 votes per share
Class B preferred stock [Member] | Stock Issued for Services [Member]
Issuance of common stock and warrants to shareholders, per share										$ 1
Stock Issued for Services, shares										50,000
Stock Issued for Services, value										$ 2,500,000