Sentinel Holdings' Losses Mount Amidst Plummeting Sales
Ticker: SNTL · Form: 10-Q · Filed: Aug 14, 2025 · CIK: 889353
| Field | Detail |
|---|---|
| Company | Sentinel Holdings Ltd. (SNTL) |
| Form Type | 10-Q |
| Filed Date | Aug 14, 2025 |
| Risk Level | high |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | bearish |
Sentiment: bearish
Topics: Liquidity Crisis, Going Concern Risk, Revenue Decline, Net Loss, Security Services, Small Cap, Penny Stock
TL;DR
**SNTL is a burning dumpster fire with no cash and mounting losses; stay far away.**
AI Summary
Sentinel Holdings Ltd. (SNTL) reported a significant decline in financial performance for the six months ended June 30, 2025, with sales plummeting to $1,724,272 from $3,035,924 in the prior year, a 43.2% decrease. The company's net loss widened to $2,006,886 for the six-month period, compared to a net loss of $1,443,251 in the same period of 2024, representing a 39.0% increase in losses. This was primarily driven by a substantial reduction in gross profit from $599,443 in 2024 to $254,452 in 2025, and the absence of the $1,091,374 PPP loan forgiveness received in 2024. The company's accumulated deficit reached $24,270,052 and its stockholders' deficit was $5,452,558 as of June 30, 2025, indicating severe liquidity issues. Cash on hand was $0 at June 30, 2025, down from $222,202 at December 31, 2024, and net cash used in operations was $419,522 for the six months ended June 30, 2025. The company changed its name from James Maritime Holdings, Inc. to Sentinel Holdings Ltd. on April 2, 2025, to better reflect its current business activities in professional security personnel through United Security Specialists Inc. (USS).
Why It Matters
Sentinel Holdings' dire financial state, marked by a $24.27 million accumulated deficit and $0 cash on hand, signals extreme risk for investors. The significant drop in revenue and widening net losses, coupled with a working capital deficit of $5,531,782, raises serious questions about its ability to compete in the security services market against more established players. Employees face uncertainty regarding job security, and customers might question the long-term viability of services from United Security Specialists Inc. The broader market should view this as a cautionary tale of a company struggling with operational efficiency and capital management, especially after ceasing sales from its Gladiator Solutions Inc. segment.
Risk Assessment
Risk Level: high — The company reported a net loss of $2,006,886 for the six months ended June 30, 2025, an accumulated deficit of $24,270,052, and a stockholders' deficit of $5,452,558. Critically, Sentinel Holdings Ltd. had $0 cash on hand as of June 30, 2025, and a working capital deficit of $5,531,782, creating substantial doubt about its ability to continue as a going concern.
Analyst Insight
Investors should avoid Sentinel Holdings Ltd. (SNTL) due to its severe liquidity crisis, widening losses, and substantial doubt about its ability to continue as a going concern. Existing shareholders should consider divesting, as the company's reliance on future capital raises with no assurance of success presents an unacceptably high risk.
Financial Highlights
- revenue
- $1,724,272
- total Assets
- $729,072
- total Debt
- $6,181,630
- net Income
- $(2,006,886)
- gross Margin
- 14.75%
- cash Position
- $0
- revenue Growth
- -43.2%
Revenue Breakdown
| Segment | Revenue | Growth |
|---|---|---|
| United Security Specialists Inc. (USS) | $1,724,272 | -43.2% |
Key Numbers
- $1.72M — Sales - net (Decreased 43.2% from $3.04M in 2024 for the six months ended June 30, 2025.)
- $(2.01M) — Net loss (Widened from $(1.44M) in 2024 for the six months ended June 30, 2025.)
- $0 — Cash on hand (As of June 30, 2025, down from $222,202 at December 31, 2024.)
- $(24.27M) — Accumulated deficit (As of June 30, 2025, indicating significant historical losses.)
- $(5.45M) — Stockholders' deficit (As of June 30, 2025, reflecting negative equity.)
- $(5.53M) — Working capital deficit (As of June 30, 2025, highlighting severe short-term liquidity issues.)
- $(419.5K) — Net cash used in operations (For the six months ended June 30, 2025, indicating cash burn from core activities.)
- 9,591,429 — Common stock shares outstanding (As of August 14, 2025.)
- 400,000 — Series A preferred stock shares outstanding (As of August 14, 2025.)
- 65,000 — Series B convertible preferred stock shares outstanding (As of August 14, 2025.)
Key Players & Entities
- Sentinel Holdings Ltd. (company) — registrant
- United Security Specialists Inc. (company) — majority-owned subsidiary providing security personnel
- Gladiator Solutions Inc. (company) — majority-owned subsidiary that ceased product distribution sales
- James Maritime Holdings, Inc. (company) — former name of Sentinel Holdings Ltd.
- FINRA (regulator) — awaiting approval for name change
- SEC (regulator) — Securities and Exchange Commission
- $2,006,886 (dollar_amount) — net loss for six months ended June 30, 2025
- $24,270,052 (dollar_amount) — accumulated deficit as of June 30, 2025
- $0 (dollar_amount) — cash on hand as of June 30, 2025
- $5,531,782 (dollar_amount) — working capital deficit as of June 30, 2025
FAQ
What were Sentinel Holdings Ltd.'s revenues for the six months ended June 30, 2025?
Sentinel Holdings Ltd.'s net sales for the six months ended June 30, 2025, were $1,724,272, a significant decrease from $3,035,924 reported for the same period in 2024.
Did Sentinel Holdings Ltd. achieve profitability in the first half of 2025?
No, Sentinel Holdings Ltd. reported a net loss of $2,006,886 for the six months ended June 30, 2025, which is a widening of the net loss from $1,443,251 in the prior year period.
What is Sentinel Holdings Ltd.'s cash position as of June 30, 2025?
As of June 30, 2025, Sentinel Holdings Ltd. had $0 cash on hand, a substantial decrease from $222,202 at December 31, 2024.
What is the primary business of Sentinel Holdings Ltd. after its name change?
Effective April 2, 2025, Sentinel Holdings Ltd. (formerly James Maritime Holdings, Inc.) primarily operates through its subsidiary, United Security Specialists Inc. (USS), which provides professional security personnel enhanced by smartphone-based security applications.
What is the accumulated deficit for Sentinel Holdings Ltd. as of June 30, 2025?
Sentinel Holdings Ltd.'s accumulated deficit as of June 30, 2025, was $24,270,052, indicating significant historical losses.
What is the working capital deficit for Sentinel Holdings Ltd.?
As of June 30, 2025, Sentinel Holdings Ltd. had a working capital deficit of $5,531,782, highlighting severe short-term liquidity challenges.
What are the key risks identified for Sentinel Holdings Ltd. in this filing?
The key risks include a net loss of $2,006,886, $0 cash on hand, an accumulated deficit of $24,270,052, and a working capital deficit of $5,531,782, all of which create substantial doubt about the company's ability to continue as a going concern.
How many shares of common stock are outstanding for Sentinel Holdings Ltd.?
As of August 14, 2025, there were 9,591,429 shares of Sentinel Holdings Ltd.'s common stock outstanding.
What strategic plans does Sentinel Holdings Ltd. have to address its financial challenges?
Management's strategic plans include expanding into new and existing markets, obtaining additional debt and/or equity-based financing, collaborating with other operating businesses, and acquiring other businesses to enhance or complement its current business model.
Why did Sentinel Holdings Ltd. change its name?
The company changed its name from James Maritime Holdings, Inc. to Sentinel Holdings Ltd. effective April 2, 2025, to better reflect its current business activities and provide better transparency to the markets and shareholders.
Risk Factors
- Going Concern Uncertainty [high — financial]: The company has a significant accumulated deficit of $24,270,052 and a stockholders' deficit of $5,452,558 as of June 30, 2025. With $0 cash on hand and net cash used in operations of $419,522 for the six months ended June 30, 2025, the company faces substantial doubt about its ability to continue as a going concern within the next twelve months.
- Dependence on External Financing [high — financial]: The company anticipates needing to raise additional capital immediately to fund operations and has relied on related parties for debt-based funding. There is no assurance that the company will be able to obtain funds on commercially acceptable terms, or at all, which could force it to delay, reduce, or cease operations.
- Cessation of Gladiator Solutions Inc. Operations [medium — operational]: Gladiator Solutions Inc. ceased producing revenues through the distribution of personal protective products after December 31, 2023. This cessation contributed to the overall decline in sales and revenue for the current period.
- Widening Net Loss [high — financial]: The net loss for the six months ended June 30, 2025, widened to $2,006,886 from $1,443,251 in the prior year, a 39.0% increase. This was exacerbated by the absence of a $1,091,374 PPP loan forgiveness received in 2024.
- Declining Gross Profit [high — financial]: Gross profit significantly decreased from $599,443 for the six months ended June 30, 2024, to $254,452 for the same period in 2025. This indicates a substantial deterioration in the profitability of the company's core operations.
- FINRA Approval for Name Change [low — regulatory]: The company changed its name from James Maritime Holdings, Inc. to Sentinel Holdings Ltd. on April 2, 2025, but is still awaiting approval from FINRA regarding this name change. Delays or denial of approval could impact market perception and transparency.
Industry Context
Sentinel Holdings Ltd. operates in the professional security personnel sector through its subsidiary United Security Specialists Inc. (USS). This industry is characterized by demand for reliable security services, often enhanced by technology. The company also previously operated in the personal protective products distribution market via Gladiator Solutions Inc., which has now ceased operations. The competitive landscape likely involves numerous established security firms and specialized product distributors.
Regulatory Implications
The company is subject to standard business regulations. A specific regulatory note pertains to the pending FINRA approval for its name change from James Maritime Holdings, Inc. to Sentinel Holdings Ltd., which is necessary for market transparency and could impact investor perception if delayed or denied.
What Investors Should Do
- Monitor cash burn and future financing efforts closely.
- Evaluate the strategic viability of the United Security Specialists Inc. (USS) segment.
- Understand the implications of the widening net loss and accumulated deficit.
- Assess the impact of the cessation of Gladiator Solutions Inc. operations.
Key Dates
- 2025-04-02: Company name change from James Maritime Holdings, Inc. to Sentinel Holdings Ltd. — Reflects a strategic shift to better align with current business activities in professional security personnel.
- 2025-06-30: End of the six-month reporting period. — Financial statements show a significant decline in sales and widening net loss, with zero cash on hand.
- 2024-06-30: Prior year six-month reporting period. — Provided a benchmark showing a 43.2% higher revenue and a smaller net loss, including a significant PPP loan forgiveness.
- 2024-12-31: End of the prior fiscal year. — Company had $222,202 in cash on hand and a smaller accumulated deficit.
Glossary
- Accumulated deficit
- The cumulative net losses of a company that have not been offset by net income. (Indicates the company's historical unprofitability, reaching $24,270,052 as of June 30, 2025.)
- Stockholders' deficit
- Occurs when a company's liabilities exceed its assets, resulting in negative equity. (Highlights the severe negative net worth of the company, totaling $5,452,558 as of June 30, 2025.)
- Working capital deficit
- The situation where a company's current liabilities exceed its current assets. (Signals immediate liquidity problems, with a deficit of $5,531,782 as of June 30, 2025.)
- Going concern
- An assumption that a company will continue to operate for the foreseeable future, typically at least 12 months. (The company's financial condition raises substantial doubt about its ability to continue as a going concern.)
- Non-controlling interest
- The portion of equity in a subsidiary that is not attributable to the parent company. (Represents the ownership stake in Gladiator Solutions Inc. not held by Sentinel Holdings Ltd., with a deficit of $289,509 as of June 30, 2025.)
- Derivative liabilities
- Obligations arising from financial contracts whose value is derived from an underlying asset, group of assets, or benchmark. (The company has $322,710 in derivative liabilities as of June 30, 2025, which can introduce volatility.)
Year-Over-Year Comparison
Sentinel Holdings Ltd. has experienced a dramatic downturn in financial performance compared to the prior year's six-month period. Revenue has plummeted by 43.2% to $1,724,272 from $3,035,924, largely due to the cessation of sales from Gladiator Solutions Inc. The company's net loss has widened by 39.0% to $2,006,886, exacerbated by the absence of a significant PPP loan forgiveness received in the prior year. Furthermore, the company's cash position has deteriorated from $222,202 at the end of the previous fiscal year to $0 as of June 30, 2025, highlighting severe liquidity concerns and a worsening financial outlook.
Filing Stats: 4,381 words · 18 min read · ~15 pages · Grade level 17.7 · Accepted 2025-08-14 13:42:33
Key Financial Figures
- $0.001 — 9 shares of our common stock, par value $0.001 per share, and 400,000 shares of our Se
Filing Documents
- sntl_10q.htm (10-Q) — 1302KB
- sntl_ex311.htm (EX-31.1) — 12KB
- sntl_ex312.htm (EX-31.2) — 12KB
- sntl_ex321.htm (EX-32.1) — 5KB
- sntl_10qimg5.jpg (GRAPHIC) — 15KB
- sntl_10qimg6.jpg (GRAPHIC) — 15KB
- sntl_10qimg4.jpg (GRAPHIC) — 26KB
- sntl_10qimg3.jpg (GRAPHIC) — 14KB
- 0001096906-25-001312.txt ( ) — 6460KB
- sntl-20250630.xsd (EX-101.SCH) — 53KB
- sntl-20250630_lab.xml (EX-101.LAB) — 323KB
- sntl-20250630_cal.xml (EX-101.CAL) — 49KB
- sntl-20250630_pre.xml (EX-101.PRE) — 272KB
- sntl-20250630_def.xml (EX-101.DEF) — 152KB
- sntl_10q_htm.xml (XML) — 1117KB
– FINANCIAL INFORMATION
PART I – FINANCIAL INFORMATION
Financial Statements
Item 1. Financial Statements 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 58
Quantitative and Qualitative Disclosure About Market Risk
Item 3. Quantitative and Qualitative Disclosure About Market Risk 68
Controls and Procedures
Item 4. Controls and Procedures 68
– OTHER INFORMATION
PART II – OTHER INFORMATION
Legal Proceedings
Item 1. Legal Proceedings 70
Risk Factors
Item 1A. Risk Factors 70
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities 70
Defaults Upon Senior Securities
Item 3. Defaults Upon Senior Securities 70
Mine Safety Disclosure
Item 4. Mine Safety Disclosure 70
Other Information
Item 5. Other Information 71
Exhibits
Item 6. Exhibits 72
SIGNATURES
SIGNATURES 73 EXHIBIT INDEX 2 Table of Contents
– FINANCIAL INFORMATION
PART I – FINANCIAL INFORMATION
Financial Statements
Item 1. Financial Statements TABLE OF CONTENTS SENTINEL HOLDINGS, LLC AND SUBSIDIARIES (F/K/A JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES) Page(s) Consolidated Balance Sheets 4 Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited) 5 Consolidated Statements of Changes in Stockholders' Deficitfor the three and six months ended June 30, 2025 and 2024 (Unaudited) 6 Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited) 8 Notes to Unaudited Consolidated Financial Statements 9 3 Table of Contents SENTINEL HOLDINGS LTD AND SUBSIDIARIES F/K/A JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, 2025 December 31, 2024 (Unaudited) Assets Current Assets Cash $ - $ 222,202 Accounts receivable - net 411,332 224,704 Prepaids and other 8,727 8,171 Total Current Assets 420,059 455,077 Property and equipment - net 91,455 105,000 Operating lease - right-of-use asset 217,558 259,666 Total Assets $ 729,072 $ 819,743 Liabilities and Stockholders' Deficit Current Liabilities Accounts payable and accrued expenses $ 4,537,996 $ 3,528,655 Cash overdraft 7,110 - Deferred revenue 7,000 - Notes payable - net 367,485 411,890 Convertible notes payable 35,000 35,000 Loans payable 585,955 477,840 Derivative liabilities 322,710 338,061 Operating lease liability 88,585 83,362 Total Current Liabilities 5,951,841 4,874,808 Long Term Liabilities Loans payable - net 67,800 67,800 Operating lease liability 161,989 207,807 Total Long Term Liabilities 229,789 275,607 Total Liabilities 6,181,630 5,150,415 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 Pre
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) Note 1 - Organization and Nature of Operations Organization The accompanying consolidated financial statements include the accounts of Sentinel Holdings Ltd ("Sentinel Holdings") and its majority-owned subsidiaries, United Security Specialists Inc. ("USS") and Gladiator Solutions Inc. ("Gladiator") (collectively "Sentinel Holdings Ltd", "we," "us," "our", or the "Company"). We were incorporated in the State of Nevada on January 23, 2015. Effective April 2, 2025. the Company effectuated a name change from James Maritime Holdings, Inc. to Sentinel Holdings Ltd. The name change was conducted in order to better reflect the current business activities of the Company and provide better transparency to the markets and our shareholders. The company is currently awaiting approval from FINRA regarding this name change. Nature of Operations Our lines of business consist of the following: USS Provides professional security personnel enhanced by smartphone-based security applications. Gladiator Produced revenues through the distribution of personal protective products, primarily through mail-in orders to customers or via e-commerce sales generated through their website. These sales ceased after the year ended December 31, 2023. 9 Table of Contents SENTINEL HOLDINGS LTD AND SUBSIDIARIES F/K/A JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) 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 June 30, 2025 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2025 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, 2024, filed with the United States Securities and Exchange Commission on April 28, 2025. 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. 10 Table of Contents SENTINEL HOLDINGS LTD AND SUBSIDIARIES F/K/A JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) Note 2 - Summary of Significant Accounting Policies Liquidity and Going Concern As reflected in the accompanying consolidated financial statements, for the six months ended June 30, 2025, the Company had: Net loss of $ 2,006,886 ; and Net cash used in operations was $ 419,522 Additionally, at June 30, 2025, the Company had: Accumulated deficit of $ 24,270,052 Stockholders' deficit of $ 5,452,558 ; and Working capital deficit of $ 5,531,782 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. 11 Table of Contents SENTINEL HOLDINGS LTD AND SUBSIDIARIES F/K/A JAMES MARITIME HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) 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 $ 0 at June 30, 2025. The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended December 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts. These factors create substantial doubt about the Company's ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management's strategic plans include the following: Expand into new and existing markets, Obtain additional debt and/or equity-based financing, Collaborations with other operating businesses for strategic opportunities; and Acquire other businesses to enhance or complement our current business model while accelerating our growth. 12 Tab
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) Principles of Consolidation and Non-Controlling Interest The consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, "Consolidation". In accordance with ASC 810-10, consolidation applies to: Entities with more than 50% voting interest, unless control is not with the Company; and Variable Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i) power over significant activities and (ii) the obligation to absorb losses or receive benefits. All intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45. The Company continuously evaluates its investments and relationships to assess consolidation requirements. For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the income or loss and corresponding equity that is not owned by us is included in Non-Controlling Interests in the consolidated financial statements. For the six months ended June 30, 2025 and the year ended December 31, 2024, the Company's allocation to the non-controlling interest represents ownership of 87 % of Gladiator Solutions, Inc. The following table sets for the changes in non-controlling interest for the three and six months ended June 30, 2025 and December 31, 2024: Non-Controlling Interest Balance at December 31, 2024 $ ( 261,155 ) Net loss attributable to non-controlling interest ( 11,099 ) Balance at March 31, 2025 ( 272,254 ) Net loss attributable to non-controlling interest ( 17,255 ) Balance at June 30, 2025 $ ( 289,509 ) 13 Table of Contents SENTINEL HOLDINGS LTD AND SUBSIDIARIES F/K/A JAMES MARITIME H
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) Business Segments and Expense Disclosure The Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their reportable operating segments. ASC 280-10-50-1 states that an operating segment is a component of a public entity that: Engages in business activities from which it may earn revenues and incur expenses; Has operating results that are regularly reviewed by the Chief Operating Decision Maker (CODM), who is the Company's Chief Executive Officer, to make decisions about resource allocation and performance assessment; and Has discrete financial information available. A public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, if a company's business activities are managed as a single operating segment and reviewed on that basis, the company may report as a single segment. The Company has determined that it operates as one reportable segment, as its CODM reviews the business as a whole rather than by distinct business components. Customers in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States. Application of ASU 2023-07 – Segment Expense Disclosure Requirements In October 2023, the FASB issued ASU 2023-07, which enhances segment reporting by requiring public entities to disclose significant segment expenses that are regularly reviewed by the CODM. However, under ASC 280-10-50-31, these requirements apply only to entities with multiple reportable segments. Since the Company operates as a single reportable segment, it is not required to disclose segment expenses separately. Although ASC 280-10-50-32 allows entities to voluntarily disclose additional segment-related information, including a breakdown of expenses, the Company is not required to present individual expense c
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may differ from these estimates, and such differences could be material. In accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively. The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative and qualitative assessments that it believes are reasonable under the circumstances. Significant estimates for the six months ended June 30, 2025 and 2024 include: Allowance for doubtful accounts and other receivables Valuation of loss contingencies Valuation of stock-based compensation Estimated useful lives of property and equipment Impairment of intangible assets Implicit interest rate in right-of-use operating leases Uncertain tax positions Valuation allowance on deferred tax assets Risks and Uncertainties The Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations. The Company's operations are exposed to significant financial, operational, and strategic risks, including potential business disruptions, supply chain constraints, and liquidity challenges. In accordance with ASC 275, "Risks and Uncertainties," the Company evaluates and discloses risks that could materially affect its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements, which establishes a framework for measuring fair value and requires related disclosures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the Company's principal market or, if none exists, the most advantageous market for the asset or liability. Fair Value Hierarchy ASC 820 requires the use of observable inputs whenever available and establishes a three-tier hierarchy for measuring fair value: Level 1 – Quoted market prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities or inputs that are directly or indirectly observable. Level 3 – Unobservable inputs that require significant judgment, including management assumptions and estimates based on available market data. The classification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Level 3 valuations generally require more judgment and complexity, often involving a combination of cost, market, or income approaches, as well as assumptions about market conditions, pricing, and other factors. Fair Value Determination and Use of External Advisors The Company assesses the fair value of its financial instruments and, where appropriate, may engage external valuation specialists to assist in determining fair value. While management believes that recorded fair values are reasonable, they may not necessarily reflect net realizable values or future fair values.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) Financial Instruments Carried at Historical Cost The Company's financial instruments—including cash, accounts receivable, accounts payable, and accrued expenses (including related party balances)—are recorded at historical cost. As of June 30, 2025 and December 31, 2024, respectively, the carryin