As filed with the Securities and Exchange Commission on December 18, 2025
Registration No. 333-282424
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Amended
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sentinel Holdings, Ltd
(Exact name of registrant as specified in its charter)
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Nevada |
| 95-436944 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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1793 Lafayette St Santa Clara, CA 95050 |
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(Address of Principal Executive Offices)
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2025 Sentinel Equity Incentive Plan
(Full titles of the plan)
Kyle Madej
Chief Executive Officer
Sentinel Holdings Ltd.
123 W. Nye Lane, Suite 129
Carson City, NV 89706
(408) 750-0038
(Name and address of agent for service)
(888) 274-1130
(Telephone number, including area code, of agent for service)
Copies to:
Donald G. Davis, Esq.
PO Box 582
Palos Verdes Estates, CA 90274
(213) 400-2007
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
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Large accelerated filer | ☐ | Accelerated filer | ☐ |
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Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
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| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Sentinel Holdings, Ltd (the “Registrant” or “Parent”) for the purpose of registering up to an aggregate of 1,000,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), comprising up to 1,000,000 shares of Common Stock that may be issued pursuant to the Registrant’s 2025 Sentinel Equity Incentive Plan (the “2025 Plan”) (as described below).
The 2025 Plan was adopted by the Registrant’s Board of Directors (the “Board”) on Dec 12, 2025, (the “Effective Date”). This Registration Statement is being filed to register up to 1,000,000 shares of Common Stock under the 2025 Plan, consisting of 1,000,000 new shares of Common Stock reserved for issuance under the 2025 Plan as of the Effective Date.
On Dec 12, 2025, the Board adopted the 2025 Plan and reserved 1,000,000 shares of Common Stock thereunder to be used exclusively for grants of equity-based awards to certain of its employees employed by its wholly owned subsidiary, Sentry Protective Services , Inc. (“ SPS”) and other employees of the Company and other subsidiaries, as a material inducement to such individuals’ continued excellent performance of services on behalf of the Parent.
Pursuant to General Instruction E of Form S-8, the contents of (i) the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) on May 5, 2025, declared effective on May 14, 2025 (File No. 333-282424); (ii) Registrants Form 8-Ks file on November 13, 2025 (File No. 000-2132), September 23, 2025, and June 26, 2025; (iii) and Registrant’s 10-Qs filed on November 19, 2025, (File No. 000-21322) , August 14, 2025 and June 26, 2025 are hereby incorporated in this Registration Statement by reference to the extent not replaced hereby.
PART I
INFORMATION REQUIRED TO BE IN THE SECTION 10(A) PROSPECTUS
The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act, and the instructions to Form S-8. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
| (a) | The Registrant’s Annual Report on Form 10-K (File No. 000-21322 ) for the fiscal year ended December 31, 2024, filed with the Commission on April 28, 2025. |
| (c) | The Registrant’s Quarterly Report on Form 10-Q (File No. 000-) for the quarterly period ended March 31, 2024, filed with the Commission on Nov 19, 2025. |
| (d) | The Registrant’s Current Reports on Form 8-K (File No. 00021322) filed with the Commission on Nov 13, 2025, Sept 23, 2025, and June 26, 2025. |
| (e) | The description of the Common Stock which is contained in a registration statement filed on Form S-1 on May 1, 2025 (File No. 333-282424) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
| (f) | All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. |
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Nevada Corporate law allows corporations to indemnify directors, officers, employees, or agents to the fullest extent permitted by law. Specifically, Section NRS 78.7502 allows corporations to indemnify directors, officers, employees, or agents to the fullest extent permitted by law; Section NRS 78.751 (Mandatory Indemnification): requires corporations to indemnify officers who successfully defend against claims in a proceeding, and NRS 78.347 (Exculpation): allows corporations to eliminate personal liability for monetary damages for breaches of fiduciary duty (except for bad faith, intentional misconduct, or unlawful acts).
The terms of the Nevada Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.
As permitted by the Nevada Corporation Law, the Registrant’s bylaws provide that:
The corporation shall indemnify any individual made a party to a proceeding because such individual was a director of the corporation to the extent permitted by and in accordance with Nevada law.
To the extent permitted by Nevada law, the corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding, if:
(a)the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct prescribed under Nevada Law;
(b)the director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay advances if it is ultimately determined that he did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment); and
(c)a determination is made that the facts then known to those making the determination would not preclude indemnification under Nevada law.
section 5.1 of this Article V or section 16-10a-901 through section 16-10a-909 of the Act or similar sections of like tenor as from time to time amended.
The board of directors may authorize the corporation to indemnify and advance expenses to any officer, employee, or agent of the corporation who is not a director of the corporation, to the extent permitted by Nevada law.
At present, there is no pending litigation or proceeding involving one of the Registrant’s directors or executive officers regarding which indemnification is sought.
The indemnification provisions in the Registrant’s certificate of incorporation, bylaws and the indemnification agreements entered into or to be entered into between us and each of the Registrant’s directors and executive officers may be sufficiently broad to permit indemnification of its directors and executive officers for liabilities arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Registrant’s directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
The Company currently carries liability insurance for its directors and officers.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits to this Registration Statement are listed below.
Exhibit |
| Exhibit Description |
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4.1 |
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| See Exhibit 3.1 to S-1 Registration statement filed on Oct 31, 2024* |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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| See Exhibit 3.6 to S-1 Registration statement filed on Oct 31, 2024* |
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4.7 |
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4.8 |
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4.9 |
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5.1 |
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23.1 |
| Consent of Independent Registered Public Accounting Firm Attached |
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23.2 |
| Consent of The Law Offices of Davis & Associates is Referenced in Exhibit 5.1 to this Registration Statement |
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24.1 |
| Power of Attorney. Reference is made to the signature page of this Registration Statement |
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107 |
| Filing Fee Table. Attached |
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·See Exhibit to S-1 Registration filed on Oct 31, 2024, under the then name of the Corporation, James Maritime Holding, Inc., registration # 333-282-424
ITEM 9. UNDERTAKINGS.
(a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of CA on Dec 18, 2025.
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Sentinel Holdings, Ltd
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By: |
| /s/ Kyle Madej |
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| Kyle Madej |
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| Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kyle Madej, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
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/s/ Kyle Madej |
| President, Chief Executive Officer and Director |
| December 18, 2025 |
Kyle Madej |
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/s/ Kyle Madej |
| Secretary (principal financial officer and principal accounting officer) |
| December 18, 2025 |
Kyle Madej |
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/s/ Kyle Madej |
| Chair of the Board of Directors |
| December 18, 2025 |
Kyle Madej |
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/s/ Kyle Madej |
| Director |
| December 18, 2025 |
Kyle Madej |
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/s/ Dean Polizzotto |
| Director |
| December 18, 2025 |
Dean Polizzotto |
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/s/ Brett Bertolami |
| Director |
| December 18, 2025 |
Brett Bertolami |
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Calculation of Filing Fee Tables
Form S-8
(Form Type)
Sentinel Holdings, Ltd
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
SENTINEL HOLDINGS,LTD
2025 SENTINEL EQUITY INCENTIVE PLAN
1. Purpose of the Plan
The purpose of this 2025 SENTINEL EQUITY INCENTIVE PLAN (the “Plan”) is to promote the interests of SENTINEL HOLDINGS LTD (the “Company” or “Parent”), by providing an Employee Stock Bonus Plan for the benefit of the Employees of its’ wholly-owned subsidiaries, like SENTRY PROTECTIVE SERVICES, INC., by: (i) aligning the interests of eligible service providers with the Company, and its subsidiaries; (ii) providing a means of rewarding performance and loyalty, and (iii) attracting and retaining qualified employees, directors, and consultants.
Awards under this Plan will consist of Common Shares of Sentinel Holdings, Ltd, (the “Parent”), and are intended to qualify for registration on SEC Form S-8 and shall therefore be issued only to persons eligible under Form S-8 instructions. The Plan is a non-qualified plan under IRS regulations and income will likely be recognized by employees upon receipt of shares.
2. Eligibility
Awards may be granted to:
1.Employees of the Sentry Protective Services, Inc.; employees of the Parent, and employees of other Sentinel Holdings subsidiaries.
2.Directors of the Company;
3.Consultants or advisors who provide bona fide services to the Company, or its subsidiaries, excluding capital-raising or investor-relations services, consistent with SEC Form S-8 requirements.
The Administrator (defined below) shall determine eligibility.
3. Administration of the Plan
The Plan is administered by the Parent’s Board of Directors appointed by the Parent’s Board (the “Administrator”).
The Administrator has full authority to:
·Interpret the Plan,
·Select award recipients,
·Determine award types and terms,
·Adopt rules and procedures as necessary for Plan operation.
All decisions by the Administrator are final and binding.
4. Stock Subject to the Plan
A total of 1,000,000 shares of the Company’s common stock (the “Shares”) are reserved for issuance under the Plan.
Shares may be:
·Newly issued,,
·Treasury shares, or
·Purchased on the open market.
If any award is forfeited, canceled, fails to vest, or otherwise terminates without issuance, those Shares return to the Plan.
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5. Types of Awards
Awards under the Plan may include:
a. Stock Bonuses
The most typical Aware will be a out and out grant of bonus common shares of the Parent, with a contractual prohibition on the sale or transfer of the common shares prior to a period ending 24 months after bonus share issuance. The Administrator will grant in its sole discretion Common Shares of the Parent to Subsidiary employee participants selected, as a bonus for services rendered. Such Shares will be fully vested upon grant or can be awarded subject to certain future vesting conditions.
b. Restricted Stock
Restricted Shares may be granted subject to vesting schedules, performance conditions, service requirements, or with a contractual requirement that once issued to a participant they cannot be offered, or sold by the recipient in any public stock market, or privately sold, transferred or hypothecated, for a stated period of time. Shares issued with vesting restrictions may not be sold, transferred, or pledged until vested, and once vested are still subject to any continuing contractual provision precluding sale or transfer for a specific period of time which runs from their vesting date.
Any attempt to sell, transfer or encumber Award Shares of the Parent granted under this Plan by a Recipient before any required holding period has expired, shall be void, and the Recipient’s Award Shares may be canceled at the option of the Administrator as a result of such effort to breach conditions of the Award.
6. Terms and Conditions of Awards
All awards shall be evidenced by a written Award Agreement specifying:
·Number of Shares granted;
·Vesting conditions, if any;
·Rights of the participant (e.g., dividends, voting rights);
·Restrictions on transfer, including a provision at the option of the Parent that the granted Shares cannot be resold into a public market or encumbered for a period of up to 24 months from the date of issuance.
·Tax withholding requirements, if applicable
Transferability
Awards may not be sold, assigned, or transferred except by will or laws of descent and distribution unless otherwise permitted by the Administrator.
Withholding
The Company may require participants to satisfy resulting tax withholding obligations as a result of an Award through payroll, cash payment, or net share withholding, as applicable
7. Form S-8 Compliance
All awards under this Plan are intended to qualify for issuance pursuant to an effective Registration Statement on Form S-8.
Accordingly:
1.All recipients must be eligible service providers to the Company as defined under Form S-8.
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2.Awards may not be granted to persons performing services related to capital-raising or investor relations for the Company or Parent.
3.All shares issued must relate to bona fide services rendered that do not directly promote or maintain a market for the Company’s securities, or the Parent’s securities.
8. Adjustments for Corporate Transactions
If the Company undergoes a stock split, reverse split, stock dividend, recapitalization, merger, consolidation, or similar event, the Administrator may adjust:
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Number of Shares available under the Plan,
·Number of Shares subject to awards,
·Exercise or grant terms as applicable.
9. No Employment or Service Rights
Participation in the Plan does not confer any right to continued employment or service with the Company. The Company retains all rights to terminate any participant at any time, with or without cause.
10. Amendment and Termination
The Board may amend, suspend, or terminate the Plan at any time, provided that:
·Shareholder approval is obtained if required by applicable law or stock exchange rules;
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No amendment may impair existing rights of employees Awards which are fully vested without their consent.
The Plan shall terminate automatically 10 years after the Effective Date unless earlier terminated.
11. Governing Law
The Plan shall be governed by and interpreted in accordance with the laws of the State of California, without regard to conflict-of-law principles.
12. Effective Date
This Plan becomes effective as of the date a Form S-8 Registration Statement is filed for the Plan by the Parent.
Adopted by Sentinel Holdings, LTD
By: /s/ Kyle Madej
Secretary to the Board of Directors.
Accepted by: Raymond Sheets
Appointed by the Parent Board of Directors,
As Plan Administrator for the SENTRY PROTECTIVE SERVICES, INC
EMPLOYEE STOCK BONUS PLAN
Date: December 9, 2025
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FORM OF
2025 SENTINEL EQUITY INCENTIVE PLAN
AWARD AND AGREEMENT
This Agreement is made effective as of ____, 202_, by and between Sentinel Holdings, Ltd (the “Company”) and the designated Employee, ____________ ( the “Participant”), and is made pursuant to the terms of the 2025 Sentinel Equity Incentive Plan, (the “Plan”), which is incorporated into this Agreement by this reference. Capitalized terms not otherwise defined have the meanings set forth in the Plan.
1. Grant of Stock Bonus
Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to Participant a stock bonus consisting of _______ shares of the Common Stock of Sentinel Holdings, Ltd (the “Shares”). The Shares are being issued to Participant in recognition of bona fide services rendered to the Company, within the meaning of Form S-8 under the Securities Act of 1933.
2. Vesting; The Shares shall be vested, as of the date of the issuance of the Shares to recipient, subject to contractual limitations on transfer or sale set forth below.
3. Issuance and Delivery of Shares
(a) Issuance
Upon grant, the Company shall cause the Shares to be issued in Participant’s name, either by book-entry notation or by issuance of stock certificates.
(b) Legends
The stock certificate or book-entry statement will bear a legend describing the holding period during which the shares may not be transferred or sold.
4. Rights as a Shareholder
Except as otherwise provided in this Agreement:
·Participant shall have all rights of a shareholder with respect to vested Shares, including voting rights and the right to receive dividends.
5. Restrictions on Transfer
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The Shares may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed for a period of twenty four months from issuance, and thereafter only in compliance with Federal and State Securities Laws.
Any attempt to transfer Shares in violation of the above provision shall make this Award Agreement immediately null and void.
6. No Forfeiture of Issued Shares
If Participant’s employment or service with the Company terminates for any reason before the Shares can be transferred or sold, the prohibition on transfer remains, but the Participant is entitled to keep the shares, and may sell them after the “No Transfer” period ends.
7. Taxes and Withholding
Participant shall be responsible for all taxes arising from the Award.
The Company may withhold taxes through:
·Payroll withholding,
·Cash payment by Participant, or
·Net share withholding (reducing Shares delivered to satisfy withholding).
Participant agrees to make arrangements satisfactory to the Company to satisfy any applicable tax withholding obligations.
8. Securities Law Compliance
The grant and issuance of the Shares are intended to qualify under an effective Registration Statement on Form S-8. The Company represents that the issuance complies with:
·Securities Act of 1933
·Form S-8 limitations
·Applicable state securities laws
Participant agrees to comply with all applicable securities laws and Company policies.
9. No Right to Continued Employment or Service
Nothing in this Agreement or the Plan guarantees:
·Continued employment,
·Continued service as a consultant or advisor, or
·Continued service as a director.
The Company retains the right to terminate Participant’s relationship at any time, with or without cause.
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10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-law principles.
11. Plan Controls
If any term of this Agreement conflicts with the Plan, the Plan shall control.
The Administrator’s interpretation of the Plan and this Agreement shall be final and binding.
12. Entire Agreement
This Agreement and the Plan constitute the entire agreement between the parties regarding the Stock Bonus Shares and supersedes any and all prior agreements relating to this subject.
13. Electronic Delivery; Counterparts
The Company may deliver documents and disclosures electronically.
This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Awards Agreement as of the Award Date.
Sentinel Holdings,
By: ___________________________________
Name: [Authorized Officer]
Title: [Title]
PARTICIPANT:_________________________
Address:________________________________
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EXHIBIT 5.1
OPINION OF COUNSEL
DAVIS & ASSOCIATES
(A PROFESSIONAL LAW CORPORATION)
-SECURITIES, BUSINESS & INTERNATIONAL LAWYERS-
LOS ANGELES NEWPORT BEACH SANTA MONICA MARINA DEL REY SOUTH BAY
(213) 400-2007
Respond To:
P.O. Box 852
Palos Verdes Estates, CA 90274
December ___, 2025
Board of Directors
Sentinel Holdings, LTD.
9360 South 300 West, #101
Sandy, UT 84070
Re: Registration Statement on Form S-8 — Employee Stock Bonus Plan
Ladies and Gentlemen:
We have acted as counsel to [Sentinel Holdings, Ltd, a Nevada corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issuable pursuant to the Sentinel Holdings, Ltd., 2025 Sentinel Equity Incentive Plan (the “Plan”).
In connection with this opinion, we have examined:
1.The Company’s Articles of Incorporation and Bylaws, as amended to date;
2.The Registration Statement on Form S-8;
3.The Plan;
4.Records of corporate proceedings relating to the Company’s adoption and approval of the Plan and authorization of the issuance of the Shares; and
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5.Such other documents, corporate records, certificates, and matters as we have deemed necessary or appropriate to render this opinion.
In rendering this opinion, we have assumed without independent investigation:
·The genuineness of all signatures;
·The authenticity of all documents submitted as originals;
·The conformity to authentic originals of all documents submitted as copies; and
·The legal capacity of all natural persons involved.
We have relied upon certificates of officers of the Company and public officials as to matters of fact material to this opinion.
Opinion
Based upon and subject to the foregoing, and limited to the laws of the State of Nevada and the federal laws of the United States of America, it is our opinion that:
1.The Shares covered by the Registration Statement have been duly authorized by all necessary corporate action of the Company.
2.When the Shares are issued and delivered in accordance with the terms of the Plan and any applicable Stock Bonus Award Agreement, and when the Company has received any required consideration for such Shares, the Shares will be validly issued, fully paid, and non-assessable.
Limitations
This opinion is limited to the present laws of the State of Nevada and the federal laws of the United States. We express no opinion with respect to the securities laws of any state or jurisdiction other than the Securities Act as it applies to the Registration Statement.
We express no opinion concerning any indemnification provisions in the Plan or related agreements to the extent they may be affected by federal or state securities laws.
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Consent
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Interests of Named Experts and Counsel” in the Registration Statement.
In giving such consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission.
Respectively submitted
The Law Offices Of Davis & Associates, a professional law corporation
By: s /Donald G. Davis
Donald G. Davis, Managing Director
3
To Whom It May Concern:
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sentinel Holdings, Ltd. of our report dated April 28, 2025 relating to the consolidated financial statements of Sentinel Holdings, Ltd., which appears in Sentinel Holdings, Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2024
We also consent to the references to us under the headings “Experts” in such Registration Statement.
Very truly yours,
/s/ Bush & Associates CPA LLC (PCAOB 6797)
Henderson, Nevada
December 12, 2025
9555 S. Eastern Ave., Suite 280, Las Vegas, NV 89123 l 702.703.5979 l www.bushandassociatescpas.com
