SPLM Sentry Petroleum Ltd (CE)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant      (X)

Filed by a Party other than the Registrant          (   )

Check the appropriate box:

(  )	Preliminary Proxy Statement
(   )	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
( X )	Definitive Proxy Statement
(   )	Definitive Additional Materials
(   )	Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

SENTRY PETROLEUM LTD.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X)	No fee required
(   )	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

         

 

	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	5)	Total fee paid:

(   )	Fee paid previously with preliminary materials.

(   )	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

---

SENTRY PETROLEUM LTD.

5190 Neil Road, Suite 430

Reno, NV 89502

September 15, 2008

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of Sentry Petroleum Ltd., which will be held on Tuesday October 7, 2008 at 10:00 a.m. time at 4450 Arapahoe Ave, Boulder, Co 80303.

 

Details of the business to be conducted at the annual meeting are given in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.

 

Whether or not you attend the annual meeting it is important that your shares be represented and voted at the meeting. Therefore, I urge you to sign, date, and promptly return the enclosed proxy. If you decide to attend the annual meeting and vote in person, you will of course have that opportunity.

 

I would like to express my appreciation for your continued interest in the affairs of the Company.

 

Sincerely,

 

                                                                                                                                                              

DR. RAJ RAJESWARAN     

                                                                                                   

Dr. Raj Rajeswaran

                                                                                                   

Chief Executive Officer and President

---

SENTRY PETROLEUM LTD.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

October 7, 2008

 

To the Shareholders:

 

Notice is Hereby Given that the Annual Meeting of the holders of shares of Common Stock of Sentry Petroleum Ltd. (the "Common Stock") will be held at 4450 Arapahoe Ave, Boulder, Co 80303on October 7, 2008 at 10:00 a.m., for the following purposes:

1. To elect directors

2. To transact such other business as may properly come before the meeting.

 

Only shareholders of record at the close of business on September 9, 2008 are entitled to notice of, and to vote at, this meeting.

BY ORDER OF THE BOARD OF DIRECTORS

 

DR. RAJ RAJESWARAN

Dr. Raj Rajeswaran,

Chief Executive Officer and President

September 15, 2008

IMPORTANT

Whether or not you expect to attend in person, we urge you to sign, date, and return the enclosed Proxy at your earliest convenience. This will ensure the presence of a quorum at the meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE PROXY WILL SAVE THE COMPANY THE EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. Sending in your Proxy will not prevent you from voting your stock at the meeting if you desire to do so, as your Proxy is revocable at your option.

---

SENTRY PETROLEUM LTD.

5190 Neil Road, Suite 430

Reno, NV 89502

September 15, 2008

 

 

PROXY STATEMENT FOR ANNUAL MEETING

OF SHAREHOLDERS

TO BE HELD OCTOBER 7, 2008

NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SENTRY PETROLEUM LTD. ASSOCIATES OR ANY OTHER PERSON.

THE ANNUAL MEETING

GENERAL  

This Proxy Statement, which was first mailed to shareholders on or about September 15, 2008, is furnished in connection with the solicitation of proxies by the Board of Directors of Sentry Petroleum Ltd. (the "Company"), to be voted at the annual meeting of the shareholders of the Company (the “Annual Meeting”), which will be held at 10:00 a.m. on October 7, 2008, at 4450 Arapahoe Ave, Boulder, Co 80303 for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. Shareholders who execute proxies retain the right to revoke them at any time prior to the exercise of the powers conferred thereby, by delivering a signed statement to the Secretary of the Company at or prior to the annual meeting or by executing another proxy dated as of a later date. The cost of solicitation of proxies is to be born by the Company.

 

RECORD DATE AND SHARES ENTITLED TO VOTE

The close of business on September 9, 2008 has been fixed as the record date (the “Record Date”) for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting. Only holders of record as of the Record Date of shares of our common stock, $0.0001 par value per share (“Common Stock”) are entitled to notice of and to vote at the Annual Meeting. Each share of Common Stock entitles the holder thereof to one vote per share on each matter presented to the stockholders for approval at the Annual Meeting. On September 9, 2008, there were an aggregate of 46,325,600 shares of Common Stock outstanding and entitled to vote, held by approximately 450 shareholders.

PROXY SOLICITATION

In addition to the solicitation of proxies by the board of directors through use of the mails, proxies may also be solicited by the Company and its directors, officers and employees (who will receive no additional compensation therefore) by telephone, telegram, facsimile transmission or other electronic communication, and/or by personal interview. The Company will reimburse banks, brokerage houses, custodians and other fiduciaries that hold shares of common stock in their name or custody, or in the name of nominees for others, for their out-of-pocket expenses incurred in forwarding copies of the proxy materials to those persons for whom they hold such shares. The Company will bear the costs of the annual meeting and of soliciting proxies therefore, including the cost of printing and mailing this proxy statement and related materials. The Company has spent approximately $5,000 in legal and other expenses in the preparation of this proxy statement and other expenses connected with the solicitation of security holders. It is anticipated that the Company will spend an additional $1,000 in solicitation of security holders before the meeting is held.

 

---

 

Any questions or requests for assistance regarding the Company’s proxies and related materials may be directed in writing to the Chief Executive Officer, Raj Rajeswaran, 5190 Neil Road, Suite 430 Reno, NV 89502.

VOTES REQUIRED

Nominees for director that are elected are those receiving the largest numbers of votes cast by the shares entitled to vote in the election, either present in person or represented by proxy at the meeting, up to the number of directors to be elected by such shares. Votes may be cast in favor of the election of directors or withheld. Votes that are withheld will be counted for the purposes of determining the presence or absence of a quorum but will have no other effect on the election of directors.

Stockholders may vote in favor of or against any of these proposals, or they may abstain. Abstentions will be counted for purposes of determining the presence or absence of a quorum and will have the same effect as a vote against the proposals listed in this paragraph.

Shares held in “street name” by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter will not be voted in favor of such matter and will not be counted as shares voting on such matter. Accordingly, broker non-votes, if any, will be counted for the purposes of determining the presence or absence of a quorum, but will have no effect on the election of directors or the approval of the other matters voted upon at the Meeting.

VOTING OF PROXIES

All Proxies will be voted in accordance with the instructions of the stockholder. If no choice is specified, the Proxies will be voted FOR the election of all the nominees to serve as our directors and FOR the approval of all of the other proposals set forth in the accompanying Notice of Meeting and on the proxy card. In the discretion of the Proxy holders, the Proxies will also be voted for or against such other matters as may properly come before the Annual Meeting. Management is not aware of any other matters to be presented for action at the Annual Meeting.

Execution of a Proxy by a stockholder will not affect such stockholder’s right to attend the Annual Meeting and to vote in person. Any stockholder who executes a Proxy has a right to revoke it at any time before it is voted by: (a) advising the Company in writing of such revocation; (b) executing a later-dated Proxy which is presented to us at or prior to the Annual Meeting; or (c) appearing at the Annual Meeting and voting in person. Attendance at the Meeting will not itself be deemed to revoke a Proxy unless the stockholder gives affirmative notice at the Meeting that the stockholder intends to revoke the proxy and vote in person.

DISSENTERS’ RIGHT OF APPRAISAL

There are no rights of appraisal or similar rights of dissenters with respect to any of the scheduled matters to be acted upon at the Annual Meeting.

QUORUM

The presence, in person or by proxy duly authorized, of five per cent of all the shares outstanding, represented by shareholders of record, will constitute a quorum of that voting group for action on that matter. Shares of Common stock present in person or represented by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at the Annual Meeting.

---

STOCKHOLDER PROPOSALS

No proposals have been received from any shareholder to be considered at the Annual Meeting

The deadline for submittals of shareholder proposals for the next regularly scheduled annual meeting will be not less than 120 calendar days before the date of the company’s proxy statement released to shareholders in connection with the previous year’s annual meeting. A shareholder proposal submitted outside the processes of SEC Regulation Section 240.14a-8 will be considered untimely if received at the principal offices of the Company on or after 45 days prior to the Company's release of its proxy statement to shareholders.

The Board of Directors will consider security holder nominations for director.  Nominations for director submitted to the Committee by security holders will be evaluated according to the Company’s overall needs and the nominee’s knowledge, experience and background.  A nominating security holder must give appropriate notice to the Company of the nomination not less than 120 days prior to the first anniversary of the preceding year’s annual meeting.  In the event that the date of the annual meeting is advanced by more than 30 days, the notice by the security holder must be delivered not later than the close of business on the later of the 45 ^th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made.

The stockholder’s notice shall include all information required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act, and the rules thereunder, as well as, the name of the stockholder, their address of record, the class and number of shares of the Company beneficially held by the stockholder, a description of all arrangements or understandings between the stockholder and each proposed nominee and any other persons pursuant to which nomination(s) are to be made by such stockholder, a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person(s) named in its notice and a written consent of the proposed nominee(s) to be named as a director.

 

ELECTION OF DIRECTOR

Five Directors will be elected at the Annual Meeting, to hold office for one year until the next annual meeting of shareholders, and until that person’s successor is elected and qualified. It is intended that the accompanying proxy will be voted in favor of the following person to serve as director unless the shareholder indicates to the contrary on the proxy. Management expects that the nominee will be available for election, but if not, it is intended that such proxy will be voted for the election of other nominees to be designated by the Board of Directors to fill any such vacancy.

 

Nominees

Name	Age
Dr. Raj Rajeswaran	59
Alan Hart	57
Dr. John Kaldi	57
Iynkaran Maheswaran	37
Roger Davidson	61

Dr. Raj Rajeswaran

Dr. Raj Rajeswaran, President and Chief Executive Officer has been a Director of Sentry Petroleum Ltd. since March 4, 2008 and was appointed President on May 28 ^th , 2008 and Chief Executive Officer on August 1 ^st , 2008. Dr. Rajeswaran was awarded a Ph.D. in Petroleum Engineering from Heriot-Watt University in Edinburgh Scotland and a Masters in Business Administration from Hull University in the United Kingdom. Since September 2004 Dr. Rajeswaran has been employed by Bank of Scotland International as their Technical Director for Australia and Asia, Corporate Project Finance Division. Since April 2003 Dr. Rajeswaran has also been employed by Curtin University of Technology in Perth, Australia as a Professor of Petroleum Engineering and Director of Postgraduate Studies and Industry Training. Dr. Rajeswaran was solely responsible for establishing the Master of Petroleum Well Engineering. From June 1999 to April 2003 Dr. Rajeswaran held the position of Professor and Head of Department of Petroleum Engineering and Director of West Australian Petroleum Research Centre. He set up the department of petroleum engineering and introduced the master's program in petroleum engineering. In 2001, the newly created professional doctorate program commenced. Dr. Rajeswaran is not a director of any other reporting companies.

 

---

 

Alan Hart

Mr. Alan Hart is our founder and has been a director of the board of directors since our inception on February 23, 2006. Mr. Hart obtained his Master's Degree in Geology from the University of Texas at Arlington in 1979 and has worked in various capacities within the oil and gas industry since his graduation. He has worked both domestically and internationally with such firms as Hunt Oil, Atlantic Richfield and Arco in North and West Africa, Central America, Southeast Asia, Australia and New Zealand. In 1996 he established Golden Downs Consulting to assist petroleum companies developing exploration properties in the Australasian region. From May 2001 to June 2002, Mr. Hart was managing Director of Golden Downs Consulting providing project management services to companies operating in Austral Asia. These projects included completion of a two-year basin and hydrocarbon system analysis of the Northern Taranaki Basin, New Zealand, for Houston based EEX Corporation. From July 2002 until his resignation in June 2005 Mr. Hart was the Chief Executive Officer, President and a Director of TAG Oil Ltd (OTCBB: TAGOF) (TSX:TAO), a Canadian incorporated company operating in New Zealand. In this capacity he reviewed farmin opportunities worldwide and attended all operating and technical committee meetings associated with these permits and reviewed the geological and economic parameters of each well. In June 2005 he resigned as officer and director of TAG Oil and resumed his post as managing Director of Golden Downs Consulting. In July 2005 he provide consulting services to L&M Mining, a privately held New Zealand based gold and coal mining company to expand their activities into the petroleum sector. Under Mr. Hart's direction, L&M Mining successfully applied for and were awarded three exploration permits on the South Island, New Zealand. Mr. Hart was responsible for overseeing the permit application process, work obligation program, initial fieldwork, and seismic requisition planning. In October 2005, Mr. Hart was contracted by SCA, a Houston based geological consulting firm, to complete a project in Mumbai, India for Reliance Industries. The project included a sequence stratigraphic study over two of Reliance's offshore permits and provided the company with three previously unknown prospects. In early 2006, Mr. Hart acted as an expert witness in a High Court case involving Crown Minerals, New Zealand and Bounty Oil & Gas NL. His three week testimony concluded in late April 2006. Mr. Hart is currently managing Director of Golden Downs Consulting in addition to his position with Sentry Petroleum. Mr. Hart is a member of the American Association of Petroleum Geologists, Geological Association of America, the Indonesian Petroleum Association and a published author, most recently his article in the Oil and Gas Journal on exploration opportunities in Austral Asia.

Roger Davidson

Mr. Roger Davidson has been a director since September 5, 2008. He has continuously engaged in the practice of law since 1973 most recently as a member of the firm of Davidson & Shear, LLC. From 1999 until 2007 Mr. Davidson was a partner in the Business & Finance department of Ballard Spahr Andrews & Ingersoll, an AmLaw 100 national law firm.  His practice includes corporate finance and mergers and acquisitions with a special emphasis in energy and project finance. Mr. Davidson's principal areas of practice continue to be the representation of publicly traded companies dealing with their finance, corporate and regulatory matters.  

 Iynkaran Maheswaran

 Mr. Iynkaran Maheswaran, Chief Financial Officer, has been a director since August 18, 2008. Since April 2005 Mr. Maheswaran has been employed by Telstra in Australia holding various positions including Head of Finance and Commercial, 3G Infrastructure JV. Managing teams of up to 29 people, his duties at Telstra has included Corporate Governance, Financial management including management reporting, Financial Planning & Analysis, tax, treasury, audit, evaluation of capital projects, business case development, securing funding and measure and report on performance, deal structuring and risk mitigation on contract negotiations for new initiatives, and tracking and controlling variations and costs, and management of Retail IT systems. From January of 2003 to March 2005 he worked as Commercial Manager for AAPT PTY Ltd. His responsibilities at AAPT included application of game theory models, competitor analysis and assessment of innovative and disruptive technologies for growth. In addition, Capital evaluations, assessing strategic alliance formations, M&A deals, deal structuring for large sales bids, channel partner negotiations and capability development for customer retention activities were some of the key aspects of the role.

 

---

 

Dr. John Kaldi

Dr. John Kaldi has been a Director of Sentry Petroleum Ltd since April 23, 2008. Dr. Kaldi obtained his Ph.D. in geology from Cambridge University, England, and has 28 years experience in the petroleum industry with such organizations as Shell, Arco and Vico. Dr. Kaldi has also served as Director of the Australian National Centre for Petroleum Geology and Geophysics, as Head of the Australian School of Petroleum, University of Adelaide and is currently Chief Scientist of the Australian Cooperative Research Centre for Greenhouse Gas Technologies and holder of the Australian Chair of Geosequestration. Since July of 2005, Dr. Kaldi has held the position of Director or research, Storage and Education and Training Programs, Australian Cooperative Research Centre for Greenhouse Gas Technologies (CO2CRC). Responsibilities include supervision of 25+ researchers in multi-disciplinary, multi-institutional, multi-locational research program to determine feasibility and potential sites for geosequestration of CO2. From 2003 - 2005 Dr Kaldi was Head of School, Australian School of Petroleum (ASP), University of Adelaide. Responsibilities include management of largest University petroleum research organisation in Australia, comprising 35 full-time staff and 150+ students in the fields of Petroleum Geoscience, Engineering and Management; with annual budget of over $6.5 million. Prior to 2003 he was Director, National Centre for Petroleum Geology & Geophysics (NCPGG), University of Adelaide. 1995-1997 he held the position of Chief Development Geologist ARCO Bali North, Jakarta, Indonesia. Between 1991-1995 he worked as Geological specialist for ARCO Indonesia and from 1987 to 1991 he was senior reservoir geologist with ARCO Oil and Gas Co., Plano, Texas, working on various teams responsible for production of fields in Alaska, North Sea, and Indonesia. Dr. Kaldi is not a director of any other reporting companies.

Significant Employees

The Company does not have full time employees. All Executive Officers and the Secretary are engaged as consultants.

 

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by the Company to become directors or executive officers.

Involvement in Certain Legal Proceedings

To the best knowledge of the Company, during the past five years, none of the following occurred with respect to a present or former director or executive officer: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

---

Certain Relationships and Related Transactions

Except as set forth below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction during the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers and persons who beneficially owns more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. As best the Company was able to determine, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended February 28, 2008:

	Number of late reports	Transactions not timely reported	Known failures to file a required form
Alan Hart Chief Financial Officer and Director	0	0	0
Heather Grant Corporate Secretary and 10% holder	1	0	0
John Kaldi Director	0	0	0
Raj Rajeswaran President, Chief Executive Officer, and Director	0	0	0
Iynkaran Maheswaran Chief Financial Officer and Director	0	0	0
Roger Davidson Director	0	0	0

Audit Committee

The entire board of directors is acting as our audit committee. We do not have a separately-designated standing audit committee.

Information Regarding the Board

 

The Company's Board of Directors (the “Board”) has no Committees. The Board met four times during the last fiscal year. In addition, the Board signed several written consents to act without meeting as issued were raised during the fiscal year. The current Board consists of Alan Hart, Dr. Raj Rajeswaran, Roger Davidson, Iynkaran Maheswaran, and Dr. John Kaldi.

 

---

  Executive Compensation

Summary Compensation Table

Name and principal position	Year	Salary ($)	Bonus ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Alan Hart	2008	$10,000	$0	$0	$0	$0	$0	$0	$10,000
Former President and Chief Executive Officer	2007	$0	$0	$0	$0	$0	$0	$0	$0
Raj Rajeswaran	2008	$0	$0	$0	$0	$0	$0	$0	$0
President and Chief Executive Officer	2007	$0	$0	$0	$0	$0	$0	$0	$0
Heather Grant	2008	$6,030	$0	$0	$0	$0	$0	$0	$6,030
Secretary	2007	$761	$0	$0	$0	$0	$0	$0	$761
Iynkaran Maheswaran	2008	$0	$0	$0	$0	$0	$0	$0	$0
Chief Financial Officer	2007	$0	$0	$0	$0	$0	$0	$0	$0

Stock Options/SAR Grants

There were no grants of stock options or stock appreciation rights made during the fiscal year ended February 28, 2008 to our executive officers and directors. There were a total of 0 stock options outstanding as at February 28, 2008.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Compensation to Directors

The Company’s directors are not compensated for serving on its board of directors.

 

---

 

Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Change in pension value and nonqualified deferred compensation earnings	All other compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Alan Hart	$0	$0	$0	$0	$0	$0	$0
Dr. Raj Rajeswaran	$0	$0	$0	$0	$0	$0	$0
Dr. John Kaldi	$0	$0	$0	$0	$0	$0	$0
Roger Davidson	$0	$0	$0	$0	$0	$0	$0
Iynkaran Maheswaran	$0	$0	$0	$0	$0	$0	$0

Recommendation

THE BOARD RECOMMENDS A VOTE FOR THE NOMINEES, ALAN HART, DR. RAJ RAJESWARAN, DR. JOHN KALDI, ROGER DAVIDSON, AND IYNKARAN MAHESWARAN. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED AS RECOMMENDED BY THE BOARD.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our shares of common stock at September 9, 2008 by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all directors and executive officers as a group. Each person named in the table, has sole voting and investment power with respect to all shares shown as beneficially owned by such person.

(1)	(2)	(3)	(4)
Title of Class	Name and  Address of Beneficial Owner	Amount and  Nature of Beneficial Owner	Percent of Class
Common	Heather Grant 1) 999 18th Street Suite 3000 Denver  CO  80202	10,000,000	21.6%
Common	Alan Hart 999 18th Street Suite 3000 Denver  CO  80202	0	0
Common	Raj Rajeswaran 999 18th Street Suite 3000 Denver  CO  80202	0	0
Common	John Kaldi 999 18th Street Suite 3000 Denver  CO  80202	0	0
Common	Roger Davidson 999 18th Street Suite 3000 Denver  CO  80202	0	0
Common	Iynkaran Maheswaran 999 18th Street Suite 3000 Denver  CO  80202	0	0
Common	All Officers and Directors as a Group  (two persons)	10,000,000	21.6%

 

 

---

 

 

1) Shares owned through SPM Group Limited. There is an understanding between SPM Group Limited, Heather Grant and the board of directors that current directors and officers may participate in the ownership of SPM Group Limited.

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

There are no limitations on future issuance of our common stock to management, promoters or their affiliates or associates. We may issue stock to these individuals for services rendered in lieu of cash payments. An issuance of stock will dilute your ownership in our company and might result in a reduction of your share value. We currently have no plans for the issuance of shares to management or promoters or their affiliates or associates for services rendered.  

 

The percent of class is based on 46,325,600 shares of common stock issued and outstanding as of September 9, 2008. As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed by our auditors for professional services rendered in connection with a review of the financial statements included in our quarterly reports on Form 10-Q and the audit of our annual financial statements for the period ending February 28, 2007 and fiscal year ending February 28, 2008 were $4,450 and approximately $11,997  respectively.

 

Financial Information Systems Design and Implementation Fees

For the most recent fiscal year, there were no fees billed by the Company’s auditors for: (a) directly or indirectly operating, or supervising the operation of, the Company’s information system or managing the Company’s local area network; or (b) designing or implementing a hardware or software system that aggregates source data underlying the financial statements or generates information that is significant to the Company’s financial statements taken as a whole. As there were no fees billed or expended for the above services, the Company’s board of directors did not consider whether such expenditures were compatible with maintaining the auditor’s independence from the Company.

All Other Fees

The aggregate fees billed by the Company’s auditors for all services other than those set forth above, such as attending meetings and other miscellaneous financial consulting, for the fiscal years ended February 28, 2007 and 2008 were $0 and $0 respectively.

 

---

 

 

Forward-Looking Statements

 

This proxy statement includes statements that are not historical facts. These statements are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and are based, among other things, on the Company’s current plans and expectations relating to expectations of anticipated growth in the future and future success under various circumstances. As such, these forward-looking statements involve uncertainty and risk.

Other factors and assumptions not identified above could also cause the actual results to differ materially from those set forth in any forward-looking statement. The Company does not undertake any obligation to update the forward-looking statements contained in this proxy statement to reflect actual results, changes in assumptions, or changes in other factors affecting these forward-looking statements.

WHERE YOU CAN FIND MORE INFORMATION

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended. The Company files reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located at www.sec.gov, that contains reports, proxy statements and other information regarding companies and individuals that file electronically with the SEC.

By Order of the Board of Directors

DR. RAJ RAJESWARAN         

Dr. Raj Rajeswaran

Chief Executive Officer,

President and Director

---

SENTRY PETROLEUM LTD.

This Proxy is solicited on Behalf of the Board of Directors

For The Annual Meeting of Stockholders on October 7, 2008

The undersigned hereby appoints DR. RAJ RAJESWARAN and ROGER DAVIDSON, and each of them as proxies, each with full power of substitution and authorizes them to represent and to vote as designated on the reverse side of this form, all the shares of Common Stock of Sentry Petroleum Ltd held of record by the undersigned on September 9, 2008, at the Annual Meeting of Stockholders to be held on October 7, 2008, at 10:00 am local time at 4450 Arapahoe Ave, Boulder, Co 80303, or any adjournment or postponement of such meeting.

THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED HEREIN.

(Continued and to be signed on the reverse side)

---

ANNUAL MEETING OF STOCKHOLDERS OF

SENTRY PETROLEUM LTD.

October 7, 2008

Please date, sign and mail your

proxy card in the envelope provided as soon as possible

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

A VOTE FOR ALL OF THE PROPOSALS.

Please Mark Your Vote In Blue Or Black As Shown Here x

 

1. TO ELECT FIVE DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS SHALL HAVE BEEN DULY ELECTED AND QUALIFIED:

q FOR	q AGAINST  DR. RAJ RAJESWARAN
q FOR	q AGAINST  ALAN HART
q FOR	q AGAINST  DR. JOHN KALDI
q FOR	q AGAINST  IYNKARAN MAHESWARAN
q FOR	q AGAINST  ROGER DAVIDSON

2.

IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED. NO POSTAGE NECESSARY IF MAILED WITHIN THE UNITED STATES.

____________________________                 _____________________________

(SIGNATURE)                                               (SIGNATURE, IF HELD JOINTLY)

Dated:_____________________, 2008

NOTE:

Please sign exactly as your name appears hereon and mail it promptly even though you may plan to attend the meeting. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in the partnership name by authorized person.