SecProbe.io

CORRESP
 1
 filename1.htm

 May 13, 2025
 Kate Beukenkamp and/or Dietrich Kind
 Department of Corporation Finance
 Office of Trade & Services
 Securities and Exchange Commission,
 100 F Street,
 Washington, D.C. 20549-0510.

 Re:

 Acceleration Request for Sentinel Holdings Ltd.

 Registration Statement on Form S-1
 File Number: 333-282424

 Gentlemen:

 In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Sentinel Holdings Ltd. (the “Registrant”) hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form S-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared effective as soon as practicable on May 13, 2025. This is a secondary offering and no underwriters are involved.

 In the event that there is any change in the acceleration request set forth in the preceding paragraph, the Registrant will promptly notify the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) of such change, in which case the Registrant may be making an oral request for acceleration of the effectiveness of the Registration Statement, as amended, in accordance with Rule 461 of the General Rules and Regulations under the Securities Act. Such notification may be made by any officer of the Registrant or by any lawyer with The Law Offices of Davis & Associates.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Don Davis at Davis & Associates via telephone at (213) 400 2007 or via e-mail at don@securities-attys.com .

 Thank you in advance for assistance in this matter

 Respectfully submitted.

 Kip Eardley, Chief Executive Officer
 Sentinel Holdings Ltd

 cc to Donald G. Davis at don@securities-attys.com

CORRESP
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 DAVIS & ASSOCIATES

 DAVIS & ASSOCIATES
 (A PROFESSIONAL LAW CORPORATION)
 -SECURITIES, BUSINESS & INTERNATIONAL LAWYERS-

 LOS ANGELES
 MARINA DEL REY
 (213) 400-2007 NEWPORT BEACH

 Respond To:
 P.O. Box 852
 Palos Verdes Estates, CA
 90274

 May 5, 2025

 To Securities And Exchange Commission
 Department of Corporation Finance
 Office of Trade & Services
 Attention: Kate Beukenkamp and/or Dietrich King

 Via EDGAR:

 Re: Amendment to Registration Statement on Form S-1 Filed May 1, 2025 File No. 333-282424, for Sentinel Holdings Ltd. (formerly James Maritime Holdings Inc.)

 Ladies and Gentlemen

 Our office now represents Sentinel Holdings in connection with this filing. The former legal council has been terminated, and we have been designated to undertake further representation on this matter for Sentinel. (see attached)

 The former counsel has declined to turn over copies of SEC correspondence and his notes concerning this filing.

 And so I’d very much like to have a telephone conversation with staff as soon as practical so I can be brought up to speed on the filing’s status and move it forward. The former counsel advised my clients that once the Company filed it’s form 10K, which was done under the former counsel’s supervision, that staff would be undertaking a limited review. I’d of course like clarification on this as well.
 1

 The best way to reach me is by my cell, 213 400 2007, or as an alternative, by email at Don@securities-attys.com .

 Thank you in advance for the assistance you can give on this filing and any issues that might remain.

 Respectfully submitted.

 Donald G. Davis
 For the Law Firm of Davis & Associates
 2

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Kip Eardley
President and Principal Executive Officer
James Maritime Holdings Inc.
9160 South 300 West, #101
Sandy, UT 84070

 Re: James Maritime Holdings Inc.
 Form 10-K for Fiscal Year Ended December 31, 2023
 File No. 000-21322
Dear Kip Eardley:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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March 7, 2025

VIA EMAIL (Office of Trade & Services CFTradeandServices@sec.gov)

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE, Washington, DC 20549

ATTN:Kate Beukenkamp

Re: James Maritime Holdings Inc.

Amendment No. 4 to Registration Statement on Form S-1

Filed February 28, 2025

File No. 333-282424

Dear Ms. Beukenkamp:

Thank you for your comment letter dated March 6, 2025 (the “Comment Letter”), with respect to the above-captioned Registration Statement on Form S-1.  We have filed Amendment No. 5 to Form S-1 (the “Form S-1/A”) of James Maritime Holdings Inc. (“JMTM”), which incorporates our responses to your comment.

For your information, we have filed our revised Form S-1/A on the EDGAR system, and have also provided a clean and marked copy to the Staff via email.

Amendment No. 4 to Registration Statement on Form S-1

Prospectus Summary

About Gladiator Solutions, Inc. , page 2

1.We note your response to prior comment 2 and reissue in part. Please state clearly and directly that as of mid-2023 you stopped selling personal protective equipment and, if true, currently do not sell these products under the Gladiator business. We note that you intend to relaunch and hope to expand the Gladiator product line in the future.

Response 1:  The Company has revised the disclosure in the Prospectus Summary, "About Gladiator Solutions, Inc." section on page 2 and also on page 45 of Amendment No. 4 to our Registration Statement on Form S-1, to clearly and directly state that, as of mid-2023, Gladiator Solutions, Inc. stopped selling personal protective equipment (PPE) and that the Company currently does not sell these products under the Gladiator business. We have also retained language reflecting our intention to relaunch and expand the Gladiator product line in the future, as noted in our prior response. The revised text is provided below for your review.

Page 2

Revised Text for Prospectus Summary "About Gladiator Solutions, Inc." page 2:

The Company is currently focused on building its operations in the armed and unarmed security business. As of mid-2023, we stopped selling personal protective equipment (PPE), and we currently do not sell any of these products under the Gladiator business. Looking forward, we intend to relaunch the Gladiator product line and hope to expand our offerings in the future to include some of the PPE products described herein. FOR THE AVOIDANCE OF ALL DOUBT AS OF MID-2023 WE STOPPED SELLING PPE AND WE ARE NOT CURRENTLY SELLING ANY GLADIATOR SOLUTIONS, INC. PRODUCTS.

Assuming these revisions are satisfactory to the Commission and with reference to Rule 460 and Rule 461 the Company would like to request an accelerated effective date as soon as practicable after adequate time for your prior review of this Form S-1/A.  We have prepared a draft acceleration request targeting an effective date of March 7, 2025, subject to further review and additional comments from the Commission.   We appreciate your assistance with this matter.

If you have any further questions or comments, please feel free to contact me.

Sincerely,

Jared P. Febbroriello

JPF/mm

Enclosures

cc:Kip Eardley, President

March 6, 2025
Kip Eardley
President
James Maritime Holdings Inc.
9160 South 300 West, #101
Sandy, UT 84070
Re:James Maritime Holdings Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed February 28, 2025
File No. 333-282424
Dear Kip Eardley:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 18, 2025 letter.
Amendment No. 4 to Registration Statement on Form S-1
Prospectus Summary
About Gladiator Solutions, Inc. , page 2
1.We note your response to prior comment 2 and reissue in part. Please state clearly and
directly that as of mid-2023 you stopped selling personal protective equipment and, if
true, currently do not sell these products under the Gladiator business. We note that
you intend to relaunch and hope to expand the Gladiator product line in the future.

March 6, 2025
Page 2
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jared Febbroriello

CORRESP
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February 24, 2025

VIA EMAIL (Office of Trade & Services CFTradeandServices@sec.gov)

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE, Washington, DC 20549

ATTN:Kate Beukenkamp

Re: James Maritime Holdings Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed February 12, 2025

File No. 333-282424

Dear Ms. Beukenkamp:

Thank you for your comment letter dated February 18, 2025 (the “Comment Letter”), with respect to the above-captioned Registration Statement on Form S-1.  We have filed Amendment No. 4 to Form S-1 (the “Form S-1/A”) of James Maritime Holdings Inc. (“JMTM”), which incorporates our responses to your comment.

For your information, we have filed our revised Form S-1/A on the EDGAR system, and have also provided a clean and marked copy to the Staff via email.

Amendment No. 3 to Registration Statement on Form S-1 General.

1.We note your response to prior comment 3, and reissue in part. We note your auditor consent from Bush & Associates now refers to an auditor report dated February 11, 2025, whereas the auditor report from Bush & Associates included in the registration statement is dated June 3, 2024. Please revise accordingly and refile. The consent should refer to the auditor report included in the registration statement.

Response:  We acknowledge the discrepancy between the auditor’s consent and the auditor’s report included in Amendment No. 3 to the Registration Statement. The consent from Bush & Associates incorrectly references an auditor’s report dated February 11, 2025, while the auditor’s report included in the filing is dated June 3, 2024. This was an oversight in updating the consent document.

Page 2

To resolve this, we have revised the consent to correctly reference the auditor’s report dated June 3, 2024, which is the report included in the registration statement. The corrected consent will be filed as part of an amendment to the registration statement. We confirm that the auditor’s report dated June 3, 2024, remains appropriate for the filing, as it covers the required financial statements. No further amendments beyond this correction are necessary to address this comment.

2.Please revise your disclosure throughout your registration statement where appropriate, including but not limited to your "Our Business" and Management's Discussion and Analysis sections, to provide a current description of your business and reflect the current state of your business operations, activities and product lines as applicable. Specifically, revise to reflect the status of your sales of personal protective equipment under the Gladiator business. We note that it appears you stopped selling these products in mid-2023.

Response:  We have added the following language to clarify:

“It should be noted that there are aspects of the Gladiator Solutions, Inc. operations that have been tied up in litigation and disputes since roughly mid 2023, and therefore remain in a holding pattern subject to the outcome thereof.  Once the litigation involving the Gladiator brands fully resolved, the Company plans to reinvest in the brand name, revamp the product line and relaunch the product line under the established Gladiator brand name, but until such time as these matters are resolved we will maintain the status quo and Gladiator operations will remain highly limited.”

Moreover, we have made numerous changes to the business section of the S-1 to pare back the information pertaining to Gladiator Solutions Inc. and clarify its current status.

Finally, we have added additional financial data to the management discussion and analysis section as it pertains to revenues and cost of sales for the year over year comparison of December 31, 2023 to December 31, 2022.

If you have any further questions or comments, please feel free to contact me.

Sincerely,

Jared P. Febbroriello

JPF/mm

Enclosures

cc:Kip Eardley, President

CORRESP
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James Maritime Holdings Inc. CORRESP Letter.pdf

JAMES MARITIME HOLDINGS, INC

February 28, 2025

Securities and Exchange Commission

Keira Nakada

Angela Lumley

Division of Corporation Finance Office of Trade & Services

Re: James Maritime Holdings Inc.

Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023

Form 10-Q for Quarterly Period Ended September 30, 2024

Response Dated January 31, 2025

File No. 000-21322

Dear Keira:

           Please see the attached responses to your comment letter dated February 14, 2015.

1.We have reviewed your response to prior comment 1 noting it does not appear to address our comment. Please revise your discussion to quantify the increase in revenue and cost of goods sold recognized through USS, quantify the decrease in overhead expenses that were included in cost of goods sold, and provide an example of your revised discussion for the quarterly period ended September 30, 2024.

In addition, please confirm that you will revise your discussions of results of operations to provide a similar level of detail in future filings, including amendments to Forms S-1, 10-K, and 10-Q.

General and Administrative, page 16

Response:

December 31, 2023 and 2022

Revenues

Our consolidated revenues increased from $4,063,122 in 2022 to $8,820,348 in 2023.   The total increase was $4,757,236 or 117%.

In 2023, of our consolidated revenues recorded, USS represented $8,386,607 (95%) as compared to $2,244,756 (55%) in 2022, an increase, period over period, related to USS of $6,141,851 or 274%.

Cost of Goods Sold

Our consolidated cost of goods sold increased from $3,213,604 in 2022 to $6,053,710 in 2023.  The total increase was $2,840,106 or 88%.

In 2023, of our consolidated cost of goods sold recorded, USS represented $5,828,618 (96%) as compared to $1,720,520 (54%) in 2022, an increase, period over period, related to USS of $6,141,851 or 274%.

Overhead included in Cost of Goods Sold

In 2023, overhead included in cost of goods sold for USS was $5,364,447 as compared to $1,583,817 in 2022.

Three Months Ended September 30, 2024 and 2023

Revenues

Our consolidated revenues decreased from $2,382,896 in 2023 to $989,486 in 2024.   The total decrease was $1,393,410 or 58%.

In 2024, of our consolidated revenues recorded, USS represented $989,486 (100%) as compared to $1,982,896 (83%) in 2023, a decrease, period over period, related to USS of $993,410 or 50%

Cost of Goods Sold

Our consolidated cost of goods sold decreased from $1,043,945 in 2023 to $975,139 in 2024.  The total decrease was $68,806 or 7%.

In 2024, of our consolidated cost of goods sold recorded, USS represented $975,139 (100%) as compared to $1,043,945 (100%) in 2023, a decrease, period over period, related to USS of $68,806 or 7%.

Overhead included in Cost of Goods Sold

In 2024, overhead included in cost of goods sold for USS was $911,011 as compared to $942,448 in 2023.

We confirm that we will revise our discussions of results of operations to provide a similar level of detail in future filings, including amendments to Forms S-1,        10-K and 10-Q.

2.We note your response to prior comment 2. Please confirm that you will quantify each material factor that is attributable to the fluctuations in your general and administrative expenses in your future discussions of results of operations, including amendments to Forms S-1, 10-K, and 10-Q.

9.Loans, current and non-current, page F-18

Response:  We confirm that we will quantify each material factor that is attributable to the fluctuations in general and administrative expenses in future discussions of results of operations, including amendments to Forms S-1, 10-K and 10-Q.

3.We have reviewed your responses to prior comments 11 and 19 noting the responses appear to be inconsistent with the actual disclosure here and on page 26 of the September 30, 2024 Form 10-Q. Per the disclosure here, the $398,533 outstanding balance at December 31, 2023 relates to a $466,000 loan received from NewTek entered into in December 2020. The $398,533 outstanding loan balance disclosed on page 26

in the September 30, 2024 Form 10-Q is disclosed as a factoring agreement with Bayview that was entered into in April 2023. It appears these are two different loans with different origination dates, interest rates, and payment terms. It does not appear to be the same loan that was incorrectly labeled with the wrong name. Please clarify or revise.

Form 10-Q for the Nine Months Ended September 30, 2024 Condensed Consolidated Statement of Operations (Unaudited), page 6.

Response: To clarify, the Company executed a loan in 2020 with Newtek.  In 2023, the NewTek loan was paid off in full through a refinancing in connection with obtaining the Bayview loan.

4.We have reviewed your response to prior comment 16. Please provide us with a detailed discussion of the circumstances that resulted in the $1,091,374 payroll tax overpayment without your detection, including the duration over which the overpayment was accumulated, the amount of underlying payroll expense, and the amount of the actual payroll taxes. In addition, clarify your statement that your payroll provider inadvertently debited your account for the taxes as it is unclear whether the payroll taxes were not correctly calculated, or your payroll provider was making payments above the calculated amounts. Lastly, provide us with your analysis of whether this overpayment was an error under ASC 250.

Notes to Unaudited Condensed Consolidated Financial Statements Note 4 - Intangible Assets, page 22

Response:

Background

We have spoken with an IRS agent who provided verbal clarification of our situation; however, they were unable to provide written confirmation due to policy, we have requested the supporting ledger via mail but have not received anything.  The IRS also confirmed that no payroll taxes are due or delinquent for any past or current periods.  The overpayments primarily related to the 4th quarter of 2022 as well as our 2023 quarterly payroll tax filings. Since there were no outstanding payroll tax liabilities to which these overpayments could be applied, we received refunds from the IRS.  We did not know of these refunds until they were sent to us.

At the end of 2022, the Company transitioned to a new payroll service provider. During this transition, either a former employee or the new payroll provider inadvertently adjusted our payroll tax withholdings, leading to excess payments. We have been unable to determine the exact source of the change. Due to our material weekly payroll volume, the excess withholdings accumulated over multiple pay cycles before being detected.

During this period, the Company's total payroll tax expense was $5,403,346, and the actual related payroll taxes totaled $691,982.  However, included in the payroll tax expense represented the balance of the overpayments.

Assessment Under ASC 250 – Accounting Changes and Error Corrections

Pursuant to ASC 250, Accounting Changes and Error Corrections, the Company has assessed whether this situation constitutes an accounting error requiring restatement or an operational oversight that should be corrected prospectively.

1.Definition of an Error (ASC 250-10-20)

oASC 250 defines an error as a mathematical mistake, a misapplication of GAAP, or an oversight/misuse of facts at the time of reporting.

oThe payroll tax overpayment was not a misapplication of GAAP, nor was it the result of an accounting misstatement. Instead, it was caused by an administrative adjustment in withholding settings, leading to excess payments.

oThe Company properly recorded payroll tax expenses as incurred, meaning no financial misstatement occurred in prior periods.

2.Impact on Financial Statements

oThe overpayment did not result in misclassification or understatement/overstatement of net income.

oThe refunds received offset the prior overpayment, ensuring that no long-term financial impact remains.

oNo material changes in financial position, liquidity, or operating results occurred as a result of this overpayment.

3.Materiality Considerations (SAB Topic 1.M & 1.N)

oThe payroll tax overpayment does not materially impact the Company’s financial trends, liquidity position, or key performance metrics.

oThe total overpayment amount relative to revenue, net income, and total payroll obligations was not material enough to mislead investors or require restatement.

oThe Company's historical financial performance (i.e., consistent net losses) further supports that this correction does not alter users' reliance on financial statements.

4.Corrective Action and Disclosure

oThe Company has implemented enhanced internal controls to monitor payroll tax withholdings and prevent similar issues in the future.  This includes a better monitoring environment for our payroll withholdings.

oNo financial statement restatement is required, as this issue does not meet the definition of an accounting error under ASC 250.

Conclusion

Based on the above analysis, the Company concludes that this payroll tax overpayment does not constitute an accounting error requiring financial restatement under ASC 250. Instead, it represents an operational oversight that has been appropriately corrected on a prospective basis.

5.We have reviewed your response to prior comment 18 noting you determined the error of not recording amortization expense related to intangible assets for the quarter ended September 30, 2024 was quantitatively material, but not qualitatively material, therefore revising your financial statements for this error would not be meaningful.  Please provide us with your analysis regarding how you determined the materiality in the current period and all previous periods as it appears that amortization expense related to intangible assets was also not recorded for the quarters ended March 31, 2024

and June 30, 2024. Please refer to SAB Topics 1.M. and 1.N. when preparing your response.

Response: During 2024, amortization expense was inadvertently not recorded for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024. Our current analysis regarding materiality was based on both a quantitative and qualitative analysis.  While we deemed the adjustments quantitatively material, here is our analysis on a qualitative basis for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, which are more of a determining factor as to why a restatement is not required.

Qualitative Materiality Analysis (SAB Topic 1.M & 1.N Considerations)

While the omission of amortization expense appears quantitatively material in isolation, a comprehensive qualitative analysis under SAB Topics 1.M and 1.N strongly supports the conclusion that a restatement is neither necessary nor meaningful. The omission does not impact investor decision-making, financial statement integrity, or compliance considerations in a way that would justify a restatement.

Specifically:

1. Investor Reliance & Financial Statement Misleadingness

·The company has a consistent history of net losses, and as a result, investors do not rely on profitability metrics such as net income when evaluating performance.

·The omission does not affect cash flow, liquidity, or any operating performance trends—the core focus areas for investors and analysts.

·Given the company has never reported material income in various recent periods, the impact of this non-cash amortization expense on profitability trends is negligible and does not mislead investors.

·Restating the financials would not provide any additional meaningful information to investors, as it does not change the company's financial trajectory or operational performance.

·The Company is very thinly traded, supporting the notion that earnings are not viewed by investors as a key metric.

2. Earnings Trends & Materiality Relative to Financial Statements

·The unrecorded amortization expense does not impact key performance metrics such as gross profit, operating income, or adjusted EBITDA, which are the primary measures used by investors and analysts.

·The overall financial position and direction of the company remain unchanged—whether the expense was recorded or not, the company continues to report losses, and the magnitude of those losses is consistent with historical trends.

·Because amortization is a non-cash expense, it does not affect the company’s ability to generate cash, meet obligations, or maintain operations.

3. Compliance with Regulatory & Market Expectations

·No fraud, regulatory violations, or cash misstatements are associated with this omission. The issue is strictly an accounting presentation matter rather than a financial integrity concern.

·The omission does not misrepresent the company’s financial position, liquidity, or compliance with any financial covenants in lending or contractual agreements.

·Restating financial statements for a non-cash, non-operational issue would create unnecessary confusion and disproportionate concern among stakeholders, without any meaningful benefit.

4. Aggregation of Prior Period Misstatements (SAB Topic 1.N Considerations)

·SAB Topic 1.N requires evaluating whether cumulative misstatements alter prior period conclusions—in this case, the omission does not change any prior assessments of financial condition, results of operations, or cash flow trends, since the Company recorded amortization in all prior periods.

·The historical trend of net losses mitigates the significance of this non-cash adjustment, as the company has traditionally operated at a loss, making the expense’s impact on financial results immaterial in a practical sense.

·There is no cumulative material misstatement affecting decision-making, as the company’s financial trajectory remains fully intact and transparent.

Conclusion & Planned Corrections

Based on these qualitative factors, we conclude that a restatement is not meaningful or relevant given the company’s historical losses and lack of reliance on net income-based performance measures. Instead, we will correct this omission through prospective adjustments in future filings, ensuring accurate amortization expense recognition going forward.

We confirm that all future filings, including Forms S-1, 10-K, and 10-Q, will correctly reflect amortization expense related to intangible assets.

Kind regards,

Kip Eardley, president

James Maritime Holdings, Inc.

(702)237-6834

keardley@gmail.com

February 18, 2025
Kip Eardley
President
James Maritime Holdings Inc.
9160 South 300 West, #101
Sandy, UT 84070
Re:James Maritime Holdings Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed February 12, 2025
File No. 333-282424
Dear Kip Eardley:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 7, 2025 letter.
Amendment No. 3 to Registration Statement on Form S-1
General
1.We note your response to prior comment 3, and reissue in part. We note your auditor
consent from Bush & Associates now refers to an auditor report dated February 11,
2025, whereas the auditor report from Bush & Associates included in the registration
statement is dated June 3, 2024. Please revise accordingly and refile. The consent
should refer to the auditor report included in the registration statement.
Please revise your disclosure throughout your registration statement where
appropriate, including but not limited to your "Our Business" and Management's
Discussion and Analysis sections, to provide a current description of your business
and reflect the current state of your business operations, activities and product lines as
 2.

February 18, 2025
Page 2
applicable. Specifically, revise to reflect the status of your sales of personal protective
equipment under the Gladiator business. We note that it appears you stopped selling
these products in mid-2023.
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jared Febbroriello

February 14, 2025
Kip Eardley
President and Principal Executive Officer
James Maritime Holdings Inc.
9160 South 300 West, #101
Sandy, UT 84070
Re:James Maritime Holdings Inc.
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
Form 10-Q for Quarterly Period Ended September 30, 2024
Response Dated January 31, 2025
File No. 000-21322
Dear Kip Eardley:
            We have reviewed your January 31, 2025 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
December 11, 2024 letter.
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Years Ended December 31, 2023 and 2022
Cost of Revenue, page 15
We have reviewed your response to prior comment 1 noting it does not appear to
address our comment. Please revise your discussion to quantify the increase in
revenue and cost of goods sold recognized through USS, quantify the decrease in
overhead expenses that were included in cost of goods sold, and provide an example
of your revised discussion for the quarterly period ended September 30, 2024.

 1.

February 14, 2025
Page 2
In addition, please confirm that you will revise your discussions of results of
operations to provide a similar level of detail in future filings, including amendments
to Forms S-1, 10-K, and 10-Q.
General and Administrative, page 16
2.We note your response to prior comment 2. Please confirm that you will quantify each
material factor that is attributable to the fluctuations in your general and
administrative expenses in your future discussions of results of operations, including
amendments to Forms S-1, 10-K, and 10-Q.
9. Loans, current and non-current, page F-18
3.We have reviewed your responses to prior comments 11 and 19 noting the responses
appear to be inconsistent with the actual disclosure here and on page 26 of the
September 30, 2024 Form 10-Q. Per the disclosure here, the $398,533 outstanding
balance at December 31, 2023 relates to a $466,000 loan received from NewTek
entered into in December 2020. The $398,533 outstanding loan balance disclosed on
page 26 in the September 30, 2024 Form 10-Q is disclosed as a factoring agreement
with Bayview that was entered into in April 2023. It appears these are two different
loans with different origination dates, interest rates, and payment terms. It does not
appear to be the same loan that was incorrectly labeled with the wrong name. Please
clarify or revise.
Form 10-Q for the Nine Months Ended September 30, 2024
Condensed Consolidated Statement of Operations (Unaudited), page 6
4.We have reviewed your response to prior comment 16. Please provide us with a
detailed discussion of the circumstances that resulted in the $1,091,374 payroll tax
overpayment without your detection, including the duration over which the
overpayment was accumulated, the amount of underlying payroll expense, and the
amount of the actual payroll taxes. In addition, clarify your statement that your payroll
provider inadvertently debited your account for the taxes as it is unclear whether the
payroll taxes were not correctly calculated or your payroll provider was making
payments above the calculated amounts. Lastly, provide us with your analysis of
whether this overpayment was an error under ASC 250.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 4 - Intangible Assets, page 22
5.We have reviewed your response to prior comment 18 noting you determined the
error of not recording amortization expense related to intangible assets for the quarter
ended September 30, 2024 was quantitatively material, but not qualitatively material,
therefore revising your financial statements for this error would not be meaningful.
Please provide us with your analysis regarding how you determined the materiality in
the current period and all previous periods as it appears that amortization expense
related to intangible assets was also not recorded for the quarters ended March 31,
2024 and June 30, 2024. Please refer to SAB Topics 1.M. and 1.N. when preparing
your response.

February 14, 2025
Page 3
            Please contact Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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February 5, 2025

VIA EMAIL (Office of Trade & Services CFTradeandServices@sec.gov)

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE, Washington, DC 20549

ATTN:Kate Beukenkamp

Re: James Maritime Holdings Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed December  17, 2024

File No. 333-282424

Dear Ms. Beukenkamp:

Thank you for your comment letter dated January 7, 2025 (the “Comment Letter”), with respect to the above-captioned Registration Statement on Form S-1.  We have filed Amendment No. 3 to Form S-1 (the “Form S-1/A”) of James Maritime Holdings Inc. (“JMTM”), which incorporates our responses to your comments.

For your information, we have filed our revised Form S-1/A on the EDGAR system, and have also provided a clean and marked copy to the Staff via email.

Amendment No. 2 to Registration Statement on Form S-1 filed December 17, 2024 General

1. Please update your financial statements pursuant to Rule 3-12 of Regulation S-X to include the financial statements for the latest interim period in 2024. Update the associated financial information in applicable sections of the filing (for example, but not limited to, Management's Discussion and Analysis) as appropriate.

Response:  The Company has updated their financial statements pursuant to Rule 3-12 of Regulation S-X to include the financial statements for the latest interim period in 2024, and the associated financial information in applicable sections of the filing as appropriate.

2. Please file a legal opinion as Exhibit 5.1 in accordance with Item 601(b)(5) of Regulation S-K. We note your legal opinion filed previously dated October 29, 2024 addressing the legality of the securities being registered and other required statements.

Page 2

Response:  The Company has filed a legal opinion as Exhibit 5.1 in accordance with Item 601(b)(5) of Regulation S-K addressing the legality of the securities being registered and other required statements.

3. We note that Exhibit 23.1, the consent of your current auditor Bush & Associates CPA, references their report date as December 13, 2024. However, it appears, as reflected in your registration statement on page F-3, that your auditor's report is dated June 3, 2024. Please revise accordingly and refile.

Response:  The Company has requested its current auditor, Bush & Associates CPA, to revise Exhibit 23.1 to reflect a report date of June 3, 2024.

4. Please revise your registration statement where appropriate to reflect the current date of any amendment. In this regard, we note that your outside front cover page continues to reference "As filed with the Securities and Exchange Commission on October 31, 2024," and your cover page similarly reflects the date of the prospectus as "October 31, 2024," whereas this is the second amendment to your Form S-1 and it was filed December 17, 2024. Further, please revise your cover page to update the date of the last reported price of your common stock. We note that your disclosure currently reflects a quotation date as of September 24, 2024. Last, revise your disclosure throughout your registration statement to reflect that your common stock is "quoted" rather than "traded" on the OTC Pink.

Response:  The Company acknowledges the Commission’s comment and made the requested revisions to the registration statement as follows:

Cover Page Updates:

• We have updated the outside front cover page to reflect the accurate filing date of this amendment, “As filed with the Securities and Exchange Commission on December 17, 2024.”

• The date of the prospectus on the cover page has also been updated accordingly.

Stock Price Quotation Date:

• The cover page has been revised to update the date of the last reported price of our common stock to reflect a more recent quotation.

OTC Pink Terminology

• We have revised the language throughout the registration statement to clarify that our common stock is “quoted” rather than “traded” on the OTC Pink.

We believe these changes address the Commission’s comments, and we appreciate your review and guidance.

Page 3

5. Please tell us whether you intend to register your common stock under Section 12(g) of the Exchange Act, and if so, when you plan to do so. To the extent you do not intend to register your common stock under Section 12(g) of the Exchange Act, please include a risk factor that informs investors that you will only be required to comply with the limited reporting obligations required by Section 15(d) of the Exchange Act. Briefly describe the limited reporting requirements. In this regard, we note that on June 20, 2007 you filed a Form 15-12G to terminate the registration of your common stock under Section 12(g) of the Exchange Act. However, the cover page your Form 10-K for fiscal years ended December 31, 2023 and 2022, respectively, incorrectly reflect that your common stock is currently registered pursuant to Section 12(g).

Response:  The Company currently has no definitive plan to register its Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended.  The Company acknowledges the incorrect cover page on its Form 10-K for fiscal years ended December 31, 2023 and 2022 and hereby undertakes to correctly reflect that it is not a 12(g) but is in fact a 15(d) filer in all future filings.  Moreover, the Company has added a risk factor to inform investors that it will only be required to comply with the limited reporting obligations requited by Section 15(d) of the Securities Exchange Act of 1934, as amended:

“Our reporting obligations will be limited under Section 15(d) of the Exchange Act, which may result in reduced transparency for investors.

We do not intend to register our common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we will not be subject to the ongoing reporting requirements applicable to issuers with securities registered under Section 12 of the Exchange Act, including the comprehensive disclosure, proxy solicitation, and beneficial ownership reporting obligations that apply to Exchange Act reporting companies. Instead, we will only be required to comply with the limited reporting obligations under Section 15(d) of the Exchange Act.

Under Section 15(d), we will be required to file periodic reports, including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, as long as our reporting obligations remain active. However, unlike a company registered under Section 12, we will not be subject to certain key requirements of the Exchange Act, including:

•Proxy Rules: We will not be subject to the proxy solicitation rules under Section 14 of the Exchange Act, which means we will not be required to provide stockholders with proxy statements for annual or special meetings of stockholders.

•Beneficial Ownership Reporting: We will not be subject to the insider reporting and short-swing profit rules under Section 16 of the Exchange Act,

Page 4

which require officers, directors, and significant shareholders (greater than 10%) to report their holdings and transactions in our stock.

•Stock Exchange and Market Compliance: Since our stock is not registered under Section 12(g), we will not be required to maintain certain corporate governance and disclosure requirements that may otherwise apply to companies with listed securities on a national securities exchange.

Additionally, our obligation to file reports under Section 15(d) may be automatically suspended for any fiscal year if, at the beginning of such year, we have fewer than 300 shareholders of record. If our reporting obligations are suspended, we may cease filing periodic reports, significantly reducing the amount of public information available about our company.

Because of these limited reporting obligations, investors may have less information about our financial condition and business operations compared to companies that are fully registered under Section 12 of the Exchange Act. This reduced level of disclosure could impact investor confidence and the liquidity of our common stock.”

Assuming these revisions are satisfactory to the Commission and with reference to Rule 460 and Rule 461 the Company would like to request an accelerated effective date as soon as practicable after adequate time for your prior review of this Form S-1/A.  We have prepared a draft acceleration request targeting an effective date of February 15, 2025, subject to further review and additional comments from the Commission.   We appreciate your assistance with this matter.

If you have any further questions or comments, please feel free to contact me.

Sincerely,

Jared P. Febbroriello

JPF/mm

Enclosures

cc:Kip Eardley, President

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JAMES MARITIME HOLDINGS, INC

January 31, 2025

Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

Attn: Keira Nakada

RE: Response to SEC comment letter dated 12/11/2024

Dear Keira Nakada,

Please see our response to your letter.

1.Response: During 2023, we fully integrated the results of operations of USS, which had been acquired in September 2022.  As a result of our acquisition, the increase in revenues outpaced cost of sales due to contracts with higher margins, reduced overhead (primarily no longer using sub-contractors), and a more precise approach in implementing our operations.  During 2024, we experienced a sales drop but maintained our wages without any other cost cutting measures.

2.Response: During the year ended December 31, 2022, the majority of the Company’s general and administrative expenses consisted of professional services for $713,670, consulting for $461,006 and loss on impairment of goodwill and intangibles for $780,086.  In 2023, these general and administrative expenses consisted of some different key balances: professional services of $585,801, bad debt expense of $200,000 and amortization of $1,191,898.  For the nine months ended September 30, 2024, significant components of general and administrative expenses consisted of warrants issued for services for $1,138,500, consulting (which included the issuance of Series B, Preferred Stock - $2,500,000) for $2,589,043 and professional services of $788,154.

3.Response: In connection with the filing of our December 31, 2024 Form 10-K and all future filings, all officers and required directors will execute the document.

4.Response: In 2022, we owed $335,572 to Westwood Funding and $320,350 to YI 26, LLC for a total of $655,922.  In December, 2022, we entered into settlement

agreements totaling $257,000.  As a result, we recorded a gain on debt settlement of $398,922. Pursuant to the guidance in ASC 470-50 (Debt – Modifications and Extinguishments), we noted the guidance in ASC 470-50-40-2, "A difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt shall be recognized currently in income of the period of extinguishment as losses or gains and identified as a separate item. Gains and losses shall not be amortized to future periods."

5.Response: The Company engaged a third party to compute our ERCTC eligibility based upon eligible wages per quarter.  As a result, we determined that $2,959,811 was properly reflected as other income in our Form 10-K.  The Company recorded other income upon the receipt of funds since there was uncertainty regarding the government’s payment timeline. Pursuant to the guidance in ASC 105 – Generally Accepted Accounting Principles, Since U.S. GAAP does not have explicit guidance for government assistance in the form of tax credits, companies must apply existing guidance by analogy.  The Company relied upon ASC 450-30 – Contingencies: Gain Contingencies, noting you would only recognize it when it is realized or realizable (i.e., when all eligibility criteria have been met, and collection is virtually certain). None of these amounts were used to offset payroll expenses.

6.Response: Our typical services contract for the guard business is for one month at the start of the engagement of services and then goes month-to-month thereafter.   Revenues are net 30 after the services are provided for any 30-day period.   We often times use a factoring bank on receivables due to the requirement that we front the guard expenses for the initial 30 days.  There is no required revenue recognition after the completion of the initial 30-day contract.

Our revenue recognition procedures as previously disclosed are consistent with ASC 606 – Revenue Recognition.

In assessing our policy on revenue recognition, we note that revenue is recognized at a point in time when control of the service is transferred to the customer, and the entity satisfies its performance obligation. For short-term services or services provided at a specific point, revenue is recognized upon completion.  We bill our customers after the completion of services.

In our business operations, pursuant to ASC 606-10-25-30, the transfer of control included the following considerations:

The customer has legal title to the asset:

-Legal ownership has been transferred from the seller to the buyer.

The customer has physical possession of the asset:

-  The good or service has been delivered or made available to the customer.

The customer has significant risks and rewards of ownership:

-The risks and rewards associated with owning the asset have shifted to the customer.

The customer has accepted the asset:

-The customer has formally or implicitly accepted the delivered good or service.

The entity has the right to payment for the asset:

-The entity is entitled to payment, and the payment is not contingent on future performance.

7.Response: The Company acknowledges the Staff’s comment and advises the Staff that it considers and follows the provisions of ASC 280-10-50-40, “Information about Products and Services” (“ASC 280-10-50-40”), when preparing its financial statements. ASC 280-10-50-40 states that a public entity shall report the revenues from external customers for each product and service or each group of similar products and services unless it is impracticable to do so. The Company discloses revenues based on a combination of its personal protective products and security services.  The Company respectfully submits that the products and services produced and sold by each of these groups, including the products noted in the Staff’s comment, in all material respects constitute groups of similar products, and that further disaggregation of revenues within these groups is therefore not required by ASC 280-10-50-40.

Based on this analysis, the Company believes that additional disclosure of revenues by product or service line is not required and that the related disclosure in the 2023 Form 10-K satisfies the disclosure requirements of ASC 280-10-50-40.

ASC 280-10-50-21 requires that a public entity shall disclose the following general information:

a.Factors used to identify the public entity’s reportable segments, including the basis of organization (for example, whether management has chosen to organize the public entity around differences in products and services, geographic areas, regulatory environments, or a combination of factors and whether operating segments have been aggregated); and

b.Types of products and services from which each reportable segment derives its revenues.

FASB ASC Topic 280, “Segment Reporting,” requires that public companies report profits and losses and certain other information on their “reportable operating segments” in their annual and interim financial statements. The internal organization used by the public company’s Chief Operating Decision Maker (CODM) to assess performance and allocate resources determines the basis for reportable operating segments. The Company’s CODM is the Chief Executive Officer. The CODM evaluates financial performance based on total entity-wide revenues and related operating income (loss). The CODM does not review assets by operating segment for the purposes of assessing performance or allocated resources.  Additionally, midway into 2023, the Company stopped selling its personal protective equipment, further supporting a one segment presentation.

We respectfully advise the Staff that the Company, after considering the guidance contained in FASB ASC paragraphs 280-10-50-1 through 280-10-50-9 (most notably, the identification of and information reviewed by its Chief Operating Decision Maker as well as its management/reporting structure), has concluded that it is comprised of a single operating segment and, as such, has a single reportable segment. In response to the Staff’s comment and in accordance with FASB ASC paragraph 280-10-50-21, in future filings, the Company will include disclosure that it operates in a single operating and reportable segment.

8.Response: The Company acknowledges the Staff’s comments and advises the Staff that it considers and follows the provisions of Accounting Standards Codification (“ASC”) 280-10-50-40, “Information about Products and Services” (“ASC 280-10-50-40”), and ASC 606-10-50-5, “Disaggregation of Revenue” (“ASC 606-10-50-5”), when preparing its financial statements. ASC 280-10-50-40 states that a public entity shall report the revenues from external customers for each product or each group of similar products unless it is impracticable to do so. ASC 606-10-50-5 states that an entity shall disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The Company discloses revenues based on one group of products/services: personal protective products (through mid-2023) and personal security services.  The Company believes that the products and services sold constitute groups of similar products in all material respects, and that disclosure of revenues for each such group, clearly and meaningfully depicts how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors within our marketplace. As a result, further disaggregation of revenues within these groups is not required by ASC 280-10-50-40 or ASC 606-10-50-5. With respect to our products and services, the Company does not view individually or in the aggregate as qualitatively or quantitatively material, and, as a result, it is appropriate and consistent with the principle expressed in Rule 4-02 of

Regulation S-X and ASC 280-10-50-40 to not present disaggregated revenue information separately.

For these reasons, the Company concluded that it is appropriate to view these products as a single group of similar products and services in the context of ASC 280-10-50-40 given their similar nature, end-use, and common customer type.

9.Response: Under GAAP, when we acquire businesses, we also estimate the fair value of any contingent consideration. Our estimates of fair value are based upon assumptions believed to be reasonable but which are uncertain and involve significant judgments by management. In determining the fair value of the contingent consideration we assessed the probability of this occurring to be 0%.  Based upon our historical results and expected future operations post-merger, we set a very high and likely unattainable threshold for purposes of completing the acquisition.  We believed that the initial consideration paid was substantial, but felt that the seller would be more inclined to assist our future growth opportunities with the contingent consideration.

10.Response: The note to Padang Padang, LTD for $48,874 was not discovered until 2024 as the lender had paid expenses on the Company’s behalf during 2023, but reimbursement of these expenses did not occur until 2024, at which time the note was identified.  The unrecorded note at December 31, 2023, represented an understated of liabilities of approximately 1.3% ($48,874/$3,733,310).  Pursuant to Staff Accounting Bulletin No. 99 – Materiality,  management determined that this difference was neither quantitatively nor qualitatively material.  Additionally, when considering the financial statement user, we do not believe this would be material in understanding the financial position, results of operations or cash flows of the Company.

11.Response: The Bayview Funding agreement was entered into on April 13, 2023 and has been properly reflected in the table on page 25 of the September 30, 2024 Form 10-Q at both December 31, 2023 ($398,533) and September 30, 2024 ($135,872). See disclosure (d) for the details of this note. We do not believe any change is needed.

12.Response: During 2022, the Company issued 100,000 units consisting of common stock and detachable warrants. To determine the fair value of the warrants issued we evaluated ASC 505-10 – Equity, which provides general guidance for equity transactions, including the issuance of stock and warrants, as well as focuses on recording equity instruments at fair value and allocating proceeds among multiple instruments issued in a bundled transaction.

When proceeds are received for a bundle of securities (e.g., common stock and warrants), the proceeds must be allocated to each component based on their relative fair values, per ASC 470-20 (Debt with Conversion and Other Options) principles, which are often applied by analogy.

We noted that these warrants met the definition of an equity instrument.  However, we applied the incremental method as we did not calculate the fair value of the warrants using a Black-Scholes model, rather we assigned the entirety of the proceeds received as the fair value of the common stock while treating the fair value of the warrants as a par value issuance (all equity instruments). The Company recorded the cash proceeds received and increased its common stock and additional paid in capital balances accordingly.   Additionally, we evaluated ASC 480 – Distinguishing Liabilities from Equity and noted that warrants are classified as equity since they are indexed to the Company’s own stock and meet the conditions for equity classification under ASC 815-40 – Derivatives and Hedging: Contracts in Entity’s Own Equity.

13.Response: Historically, the Gladiator brand has been an important part of the Company and an area of focus for future growth and development.  Unfortunately, because the Company has been embroiled in litigation with the prior management of Gladiator, the future of the brand has been uncertain.  While the Company is confident that it will prevail in litigation, management remains hesitant to invest additional resources in developing the brand before the outcome of the litigation has been adjudicated.  Accordingly, brand development efforts remain in a holding pattern but management intends to reinvest and relaunch the brand once they have clarity about its future.  We continue to believe that the strength of the brand is an asset to the Company based on the reputation and recognition that it commands in the market. The operations while significantly pared back, are active but Gladiators future operations are uncertain.  The Company will add additional disclosure in future filings to clarify their intent and belief that they will be able to relaunch the Gladiator brand upon resolution of these pending litigation claims.  We believe that the size of the operations are accurately reflected in the disclosure based on the write-downs and treatment of the assets in the financial statements.

14.Response: Pursuant to the terms of the Gladiator Stock Purchase Agreement dated December 19, 2021, JMTM acquired 87% of the issued and outstanding stock for 870,000 JMTM common shares, with an “Earnout / Share Adjustment” clause offering additional shares for reaching certain revenue and earning benchmarks and a claw-back of the original shares for low performance.   Accordingly, due to a lack of performance the Company caused 500,000 shares to be returned and cancelled during the 1st quarter ended March 31, 2024. We recorded a debit to common stock and credit to additional paid-in capital at par value $0.001 for $500.

The Company applied by analogy the guidance in ASC 505-30 – Treasury Stock under the par value method. The shares were not repurchased, rather in this transaction they were immediately cancelled pursuant to the terms of the agreement, and deemed to have been retired.

15.Response: The Company did not allocate any portion of the loss to non-controlling interest for the nine months ended September 30, 2024, since the activity during this period was insignificant.  In connection with the filing of our December 31, 2024, Form 10-K, we will provide th

CORRESP
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James Maritime Holdings Inc.

January 15, 2025

Ms. Keira Nakada

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: James Maritime Holdings Inc.

Form 10-K for Fiscal Year Ended December 31, 2023

Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023

Form 10-Q for Quarterly Period Ended September 30, 2024

File No. 000-21322

Dear Ms. Nakada:

On behalf of James Maritime Holdings Inc. (the “Company”), we acknowledge receipt of the Securities and Exchange Commission’s (the “Commission”) comment letter dated December 11, 2024, concerning the Company’s filings referenced above.

We respectfully request an extension of time to respond to the Commission’s comments until January 31, 2025. The reason for this extension request is that several of the comments made by the Commission pertain to financial periods prior to the engagement of the current financial team. In order to provide a thorough and accurate response, the Company has requested access to additional supporting documents from the prior financial team.

This process has required:

1. Submission of the request for these documents.

2. Processing of the request by the appropriate parties.

3. Transmission of the requested materials to the current financial team.

Once these documents are received, the Company’s current financial team, in collaboration with our external auditors and management team, will need adequate time to review the materials, conduct the necessary analyses, and draft responses that comprehensively address the Commission’s comments. This additional time will ensure the quality and accuracy of our submission.

We appreciate the Commission’s understanding and consideration of our request. Please let us know if further information or clarification is required to facilitate this extension. We remain committed to addressing the Commission’s comments thoroughly and promptly.

Thank you for your attention to this matter. Please do not hesitate to contact me directly if you have any questions.

Sincerely,

Kip Eardley

President and Principal Executive Officer

James Maritime Holdings Inc.

9160 South 300 West, #101

Sandy, UT 84070

(702) 237-6834

January 7, 2025
Kip Eardley
President
James Maritime Holdings Inc.
9160 South 300 West, #101
Sandy, UT 84070
Re:James Maritime Holdings Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 17, 2024
File No. 333-282424
Dear Kip Eardley:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 19, 2024
letter.
Amendment No. 2 to Registration Statement on Form S-1 filed December 17, 2024
General
1.Please update your financial statements pursuant to Rule 3-12 of Regulation S-X to
include the financial statements for the latest interim period in 2024. Update the
associated financial information in applicable sections of the filing (for example, but
not limited to, Management's Discussion and Analysis) as appropriate.
2.Please file a legal opinion as Exhibit 5.1 in accordance with Item 601(b)(5) of
Regulation S-K. We note your legal opinion filed previously dated October 29,
2024 addressing the legality of the securities being registered and other required
statements.

January 7, 2025
Page 2
3.We note that Exhibit 23.1, the consent of your current auditor Bush
& Associates CPA, references their report date as December 13, 2024. However, it
appears, as reflected in your registration statement on page F-3, that your auditor's
report is dated June 3, 2024. Please revise accordingly and refile.
4.Please revise your registration statement where appropriate to reflect the current date
of any amendment. In this regard, we note that your outside front cover page
continues to reference "As filed with the Securities and Exchange Commission on
October 31, 2024," and your cover page similarly reflects the date of the prospectus as
"October 31, 2024," whereas this is the second amendment to your Form S-1 and it
was filed December 17, 2024. Further, please revise your cover page to update the
date of the last reported price of your common stock. We note that your disclosure
currently reflects a quotation date as of September 24, 2024. Last, revise your
disclosure throughout your registration statement to reflect that your common stock is
"quoted" rather than "traded" on the OTC Pink.
5.Please tell us whether you intend to register your common stock under Section 12(g)
of the Exchange Act, and if so, when you plan to do so. To the extent you do not
intend to register your common stock under Section 12(g) of the Exchange Act, please
include a risk factor that informs investors that you will only be required to comply
with the limited reporting obligations required by Section 15(d) of the Exchange Act.
Briefly describe the limited reporting requirements. In this regard, we note that on
June 20, 2007 you filed a Form 15-12G to terminate the registration of your common
stock under Section 12(g) of the Exchange Act. However, the cover page your Form
10-K for fiscal years ended December 31, 2023 and 2022, respectively, incorrectly
reflect that your common stock is currently registered pursuant to Section 12(g).
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jared Febbroriello

December 11, 2024
Kip Eardley
President and Principal Executive Officer
James Maritime Holdings Inc.
9160 South 300 West, #101
Sandy, UT 84070
Re:James Maritime Holdings Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
Form 10-Q for Quarterly Period Ended September 30, 2024
File No. 000-21322
Dear Kip Eardley:
            We have reviewed your filings and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results Of Operations
Results of Operations
Years Ended December 31, 2023 and 2022
Cost of Revenue, page 15
1.Your revenues increased 117% from 2022 to 2023 while your cost of goods sold
increased by 88%. Please provide a discussion that explains this difference in the rate
of growths. To the extent the increases are attributable to multiple factors, separately
quantify individual factors. Refer to Item 303 of Regulation S-K. This comment also
applies to your Form 10-Q for Quarterly Period Ended September 30, 2024.
General and Administrative, page 16
Please separately quantify each of the factors attributable to the increase in the general
and administrative expenses. In this regard, you attribute the increase in general and
administrative expenses to the increase in accounting and legal expenses and the 2.

December 11, 2024
Page 2
acquisition of USS. Separately quantify these factors. Refer to Item 303 of Regulation
S-K. This comment also applies to your Form 10-Q for Quarterly Period Ended
September 30, 2024.
Signatures, page 27
3.Please ensure that your Forms 10-K are signed by the registrant, and on behalf of the
registrant by its principal executive officer, its principal financial officer, its controller
or principal accounting officer, and by at least the majority of the board of directors.
Any person who occupies more than one of the specified positions shall indicate each
capacity in which he signs the report. Refer to General Instruction D(2) of Form 10-K.
Consolidated Statements of Operations, page F-5
4.Please provide us with a detailed discussion of the $398,922 gain on settlement
recorded in fiscal year 2022 and cite the specific authoritative accounting literature
you utilized to support your accounting treatment.
5.Please provide us with a detailed discussion of the $2,959,811 employee retention
credit recorded in fiscal year 2022 and cite the specific authoritative accounting
literature you utilized to support your accounting treatment.
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11
6.Please disclose the duration of a typical security service contract and provide an
analysis to support the recognition of security service revenues after their completion,
rather than over time. Cite the specific authoritative accounting literature you utilized
to support your accounting treatment.
7.We note from your disclosure that you sell a variety of personal protective products
and provide security services. Please tell us your consideration of making the
disclosures in ASC 280-10-50-40. In addition, if you have determined that you have a
single reportable segment, explain the basis for your conclusion, including a
discussion of whether your different revenue streams represent separate operating
segments. If operating segments have been aggregated, please tell us the basis for
such aggregation and also tell us your consideration of the disclosure requirements in
ASC 280-10-50-21.
8.Please disclose your disaggregation of revenue in accordance with ASC 606-10-50-5.
3. Share Exchange Agreement with United Securities Specialists, Inc. (USS), page F-14
9.Please tell us how you accounted for the contingent consideration and cite the specific
authoritative accounting literature you utilized to support your accounting treatment.

December 11, 2024
Page 3
8. Notes Payable, current and non-current, page F-17
10.It appears from your disclosure on page 24 of your 10-Q for the nine months ended
September 30, 2024 that you entered into a promissory note agreement with Padang
Padang, LTD for $ 48,874 on October 21, 2023.  It does not appear that this
promissory note agreement has been accounted for in outstanding loans at December
31, 2023.  Please clarify or revise.
9. Loans, current and non-current, page F-18
11.It appears from your disclosure on page 26 of your 10-Q for the nine months ended
September 30, 2024 that you entered into a Factoring Agreement with Bay View
Funding on April 13, 2023 that had an outstanding principal balance of $398,533 at
December 31, 2023.  It does not appear that this Factoring Agreement has been
accounted for in outstanding loans at December 31, 2023.  Please clarify or revise.
11. Stockholders' Equity
Common Stock
c. Transactions during 2022, page F-20
12.We note you issued 100,000 units in October 2022.  Please tell us how you accounted
for the warrants issued with common stock and cite the specific authoritative
accounting literature you utilized to support your accounting treatment.
General
13.You prominently discuss Gladiator’s operation and their strengths throughout your
filing as though it is an active operation. However, you do not carry any inventories
and you wrote off supplier relationships and customer relationships during 2023 due
to the uncertainty of Gladiator’s future operations. Please revise your disclosures
throughout your filing to reflect the current phase and the size of your operations
through Gladiator.
14.On page F-14 of your 2022 Form 10-K, you state that “in the event Gladiator’s
revenues and EBITDA percentage does not equal or exceed $2,000,000 and 25%,
respectively, during any consecutive twelve-month period commencing on the closing
date and ending on the 24-month anniversary of the Closing date, the seller’s
shareholders shall return to the Company an aggregate of 500,000 shares of James
Maritime common stock. Please tell us whether you have received or will receive
these shares and, if so, how you accounted or will account for them. Cite the specific
authoritative accounting literature you utilized to support your accounting treatment.

December 11, 2024
Page 4
Form 10-Q for Quarterly Period Ended September 30, 2024
Consolidated Statements of Operations and Comprehensive Loss, page 6
15.Please tell us why you do not allocate any loss to non-controlling interest for the
nine months ended September 30, 2024.
16.We note the your recorded $1,091,374 in PPP loan forgiveness.  Please tell us where
the liability is recorded and when the original loan was issued.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 2- Summary of Significant Accounting Policies
Disaggregation of Revenues, page 17
17.It appears from your disclosure that 100% of your revenue for the nine months ended
September 30, 2024 is from the sale of personal protective products.  This appears to
be inconsistent with your disclosure on page 14 of your 10-Q for the six months ended
June 30, 2024 which states 100% of your review is from guard services provided.
Please clarify or revise.
Note 4 - Intangible Assets, page 18
18.Please tell us why you did not recognize any amortization for your intangible assets
during the nine month period ended September 30, 2024.
Note 6 - Debt
Loans Payable, page 25
19.It appears from your disclosure on page F-19 of your December 31, 2023 10-K that
you had a $ 466,000 loan agreement NewTek Small Business Finance, LLC that had
an outstanding principal balance of $398,533 at December 31, 2023.  It does not
appear that this loan agreement has been accounted for in outstanding loans at
September 30, 2024.  Please clarify or revise.
Note 10- Stockholders' Deficit
Stock Issued for Service - Related Party, page 33
20.We note from your disclosure that you determined the fair value of the Series B
Preferred Stock issued for consulting fees in accordance with ASC 470  “Debt”, under
its parity value (as-converted value).  Please tell us the specific paragraph of the
guidance that supports your accounting treatment and why the fair value of the
consulting fees was not utilized to determine the fair value of the preferred stock
issued if it was more readily determinable.  In addition, please tell us how you
accounted for the conversion feature of the Series B Preferred Stock and cite the
specific authoritative accounting literature you utilized to support your accounting
treatment.
Stock and Warrants Issued for Cash, page 33
21.Please tell us how you accounted for the warrants issued with common stock and cite
the specific authoritative accounting literature you utilized to support your accounting
treatment.

December 11, 2024
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

November 19, 2024
Kip Eardley
President
James Maritime Holdings Inc.
9160 South 300 West, #101
Sandy, UT 84070
Re:James Maritime Holdings Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 1, 2024
File No. 333-282424
Dear Kip Eardley:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 8, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed November 1, 2024
General
1.Please file as an exhibit to this registration statement a consent from Tanner LLC to
the use of their audit report concerning your financial statements for the fiscal year
ended December 31, 2022.

November 19, 2024
Page 2
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jared Febbroriello

CORRESP
1
filename1.htm

October 29, 2024

VIA EMAIL (Office of Trade & Services CFTradeandServices@sec.gov)

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE, Washington, DC 20549

ATTN:Kate Beukenkamp

Re: James Maritime Holdings Inc.

Registration Statement on Form S-1

Filed September 30, 2024

File No. 333-282424

Dear Ms. Beukenkamp:

Thank you for your comment letter dated October 8, 2024 (the “Comment Letter”), with respect to the above-captioned Registration Statement on Form S-1.  We have filed Amendment No. 1 to Form S-1 (the “Form S-1/A”) of James Maritime Holdings Inc. (“JMTM”), which incorporates our responses to your comments, and this letter sets forth each of our responses in outline form below.  Numbered paragraphs refer to the corresponding numbers contained in the Comment Letter.

For your information, we have filed our revised Form S-1/A on the EDGAR system, and have also provided a clean and marked copy to the Staff via email.

Registration Statement on Form S-1 filed September 30, 2024

Cover Page

1.Please revise your disclosure here and throughout your registration statement as necessary to accurately reflect the amount of securities intended to be registered for resale. In this regard, we note that your cover page reflects an offering consisting of (i) 2,885,000 shares of common stock outstanding; and (ii) an aggregate of 1,050,000 shares of common stock issuable upon exercise of the common stock purchase warrants, or a total of 3,939,000 shares. However, your disclosure reflects an intent to only register a total offering of up to 3,185,000 shares of common stock, or 750,000 less shares than currently reflected in the aforementioned total securities. Further, we note that footnote 1 to your Selling Security Holders table on page 73 indicates that the offering includes 2,135,000 shares of common stock. Please reconcile.

Page 2

Response 1:  The number 2,885,000 was a typo, the requested amendments have been made throughout the Registration Statement to reflect the correct number of shares for the offering or 2,135,000 shares of common stock outstanding.

2.We note that your common stock is currently quoted on the OTC Pink marketplace.  Please note that the OTC Pink marketplace is not an established public trading market into which a selling security holder may offer and sell shares at other than a fixed price. Accordingly, please revise your cover page disclosure, and make corresponding changes elsewhere in the prospectus, to disclose a fixed price at which the selling security holders will offer and sell shares. Refer to Item 501(b)(3) of Regulation S-K.

Response 2:The cover page has been revised to reflect a fixed offering price of $3.50 per share.   The Plan of Distribution was also rewritten to reflect the updated fixed offering price of $3.50.

  Assuming these revisions are satisfactory to the Commission and with reference to Rule 460 and Rule 461 the Company would like to request an accelerated effective date as soon as practicable after adequate time for your prior review of this Form S-1/A.  We have prepared a draft acceleration request targeting an effective date during the first week of November, subject to further review and additional comments from the Commission.   We appreciate your assistance with this matter.

If you have any further questions or comments, please feel free to contact me.

Sincerely,

Jared P. Febbroriello

JPF/mm

Enclosures

cc:Kip Eardley, President

October 8, 2024
Kip Eardley
President
James Maritime Holdings Inc.
9160 South 300 West, #101
Sandy, UT 84070
Re:James Maritime Holdings Inc.
Registration Statement on Form S-1
Filed September 30, 2024
File No. 333-282424
Dear Kip Eardley:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed September 30, 2024
Cover Page
1.Please revise your disclosure here and throughout your registration statement as
necessary to accurately reflect the amount of securities intended to be registered for
resale. In this regard, we note that your cover page reflects an offering consisting of
(i) 2,885,000 shares of common stock outstanding; and (ii) an aggregate of 1,050,000
shares of common stock issuable upon exercise of the common stock purchase
warrants, or a total of 3,939,000 shares. However, your disclosure reflects an intent to
only register a total offering of up to 3,185,000 shares of common stock, or 750,000
less shares than currently reflected in the aforementioned total securities. Further, we
note that footnote 1 to your Selling Security Holders table on page 73 indicates that
the offering includes 2,135,000 shares of common stock. Please reconcile.

October 8, 2024
Page 2
2.We note that your common stock is currently quoted on the OTC Pink marketplace.
Please note that the OTC Pink marketplace is not an established public trading market
into which a selling security holder may offer and sell shares at other than a fixed
price. Accordingly, please revise your cover page disclosure, and make corresponding
changes elsewhere in the prospectus, to disclose a fixed price at which the selling
security holders will offer and sell shares. Refer to Item 501(b)(3) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services