SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
the three months ended
For the transition period from _________ to _________
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
incorporation or organization)
(Address of Principal Executive Offices) (Zip Code)
telephone number, including the area code:
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s)), and
(2) has been subject to such filing requirements for the past 90 days.
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer||☐||Accelerated filer||☐|
|☒||Smaller reporting company|
|Emerging growth company|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold on June 30, 2022, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter is $4,021,596.
The number of outstanding shares of the registrant’s common stock on May 16, 2023, was .
Documents Incorporated by Reference: None.
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023
TABLE OF CONTENTS
|Note about Forward-Looking Statements||ii|
|Part I||Financial Information|
|Item 1.||Financial Statements (unaudited)|
|Condensed Consolidated Balance Sheets-March 31, 2023 and December 31,2022||1|
|Condensed Consolidated Statements of Income – for the Three Months ended March 31,2023 and 2022||2|
|Condensed Consolidated Statements of Stockholders Equity for the three months ended March 31,2023 and 2022||3|
|Condensed Consolidated Statements of Cash Flows- for the three months ended March 31,2023 and 2022||4|
|Notes to Condensed Consolidated Financial Statements||5|
|Item 2.||Management’s Discussion and Analysis of Financial Condition and Results of Operations.||10|
|Item 3.||Quantitative and Qualitative Disclosures about Market Risk.||12|
|Item 4.||Controls and Procedures.||13|
|PART II||Other Information|
|Item 1.||Legal Proceedings||14|
The statements contained in this report with respect to our financial condition, results of operations and business that are not historical facts are “forward-looking statements”. Forward-looking statements can be identified by the use of forward-looking terminology, such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “seek”, “estimate”, “project”, “could”, “may” or the negative thereof or other variations thereon, or by discussions of strategy that involve risks and uncertainties. Management wishes to caution the reader of the forward-looking statements that any such statements that are contained in this report reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, economic, competitive, regulatory, technological, key employees, and general business factors affecting our operations, markets, growth, services, products, licenses and other factors, some of which are described in this report including in “Risk Factors” in Item 1A and some of which are discussed in our other filings with the SEC. These forward-looking statements are only estimates or predictions. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of risks facing our company, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.
These risk factors should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. All written and oral forward-looking statements made in connection with this report that are attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given these uncertainties, we caution investors not to unduly rely on our forward-looking statements. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by applicable law or regulation.
AmeriGuard Security Services, Inc.
CONSOLIDATED BALANCE SHEETS
|March 31,||December 31,|
|Accounts receivable, net (note 1)|
|Related Party Receivable (note 3)|
|Total Current Assets|
|Other Non-Current Assets|
|Fixed assets, net depreciation (note 4)|
|Total Non-Current Assets|
|Accrued Interest Due (note 6)|
|Payroll liability - Pension (note 5)|
|Current portion of notes payable (note 6)|
|Total Current Liabilities|
|Long Term Liabilities|
|Long term portion of notes payable (note 6)|
|Common stock, $par value, shares issued and outstanding at December 31, 2022 and 2021 (Note 7)|
|Total Stockholders’ Equity||(||)||(||)|
|Total Liabilities and Stockholders’ Equity||$||$|
See accompanying notes to financial statements
AmeriGuard Security Services, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ending March 31, 2023 and 2022
|Other related income|
|Cost of Services|
|Salaries and related taxes|
|Vehicles and equipment expenses|
|Total Cost of Services|
|Salaries, payroll taxes and benefits|
|General liability insurance|
|Advertising and marketing|
|General and administrative expenses|
|Total Operating Expenses|
|Net Income/(Loss) from Operations||(||)||(||)|
|Other Income (Expenses)|
|Total Other Income||(||)||(||)|
|Net Income/(loss) before Income Taxes||(||)||(||)|
|Income tax expense|
|Net Income/(loss) per Common Share - Basic and Diluted||$||(||)||$||(||)|
|Weighted Average Number of Common Shares Outstanding - Basic and Diluted|
See accompanying notes to financial statements
AmeriGuard Security Services, Inc.
CONSPIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Three Months Ending March 31, 2023
|Common Stock||Preferred Stock||Additional Paid-In||Stockholders’||Total Stockholders’|
|Balance, December 31, 2022||$||$||$||$||(||)||$||(||)|
|Net loss for the period||(||)||(||)|
|Balance, March 31, 2023||$||$||$||$||(||)||$||(||)|
See accompanying notes to financial statements
AmeriGuard Security Services, Inc.
STATEMENTS OF CASH FLOWS
Three Months Ending
|March 31,||March 31,|
|Cash Flows from Operating Activities|
|Adjustment to reconcile net loss from operations:|
|Changes in Operating Assets and Liabilities|
|Accounts receivable, net||(||)||(||)|
|Payroll liability - Pension||(||)||(||)|
|Net Cash (Used)/provided in Operating Activities||(||)||(||)|
|Cash Flows Used from Investing Activities|
|Purchase of fixed assets|
|Loan principle payments||(||)||(||)|
|Net Cash Used by Investing Activities||(||)|
|Cash Provided from Financing Activities|
|Net adjustments, Equity||(||)|
|Net Cash Provided by Financing Activities||(||)|
|Net Increase (Decrease) in Cash||(||)||(||)|
|Cash at Beginning of Period|
|Cash at End of Period||$||$|
|Supplemental Cash Flow Information:|
|Income Taxes Paid||$||$|
|Supplemental disclosure of non-cash financing activities:|
|Operating leases - right of use asset||$||$|
|Operating leases - lease liability||$||$|
See accompanying notes to financial statements
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
AmeriGuard Security Services, Inc. (the Company), was incorporated on November 14, 2002, with an S-Corp tax election. The corporation was incorporated with the issuance of shares of no-par value stock held by Lawrence Garcia, President and CEO with shares and Lillian Flores, VP of Operations with shares. The Company provides armed guard services as a federal contractor with licenses in 5 states and provides commercial guard services in California.
On July 7, 2021, the Company, entered into an agreement to gain 100% control of Health Revenue Assurance Holdings, Inc (HRAA) a public corporation, incorporated in Nevada, by the purchase of shares of Preferred A-1 Stock from the seller, Custodian Ventures LLC. The purchase of HRAA allowed the Company to begin plans to consummate a reverse merger with HRAA becoming a wholly owned subsidiary of a public company. In March of 2022, a Certificate of Amendment was filed with the Nevada Secretary of State, changing the name of HRAA, to Ameriguard Security Services, Inc. (AGSS). Shortly thereafter, a stock name and ticker change report was filed with the SEC and the stock ticker of HRAA was changed to AGSS.
On December 9, 2022, the Company executed the reverse merger agreement and became the subsidiary of AGSS. From that point forward, the financial statement filings will be the consolidation of Ameriguard Security Services, Inc, a Nevada company with Ameriguard Security Services, Inc. a California company.
The Company’s accounting year end is December 31.
Basis of Presentation
These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.
Risks and Uncertainties
The risks and uncertainties described below may not be the only ones we are or may face in the future. If any of the following do occur, our business, financial condition or results of operations could be materially adversely affected.
company receives over
The process required to acquire a government contract takes several months to complete prior to delivery of the proposal to the contracting agency. Due to the time span required to prepare a proposal and wining the contract is not guaranteed, the company maintains a department of individuals who monitor and write proposals for all government contracts that become open for bid on a continuing basis. It is important to the company that new contracts are acquired consistently to maintain and grow annual revenue.
Other risks to operations consist of State and Federal regulations, staffing shortages, accelerating inflation, and overall business environment issues we cannot foresee.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, along with the collectability of some receivables from customers.
Cash and Cash Equivalents
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
On March 31, 2023, and December 31, 2022, the Company had cash and cash equivalents totaling $
We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to other bad debt expense. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. With over ninety percent of year end accounts receivable balance from Federal contracts that require payment, and the uncollectable amount historically has been less than 1%. As of March 31, 2023, and December 31, 2022, an allowance for estimated uncollectible accounts was determined to be unnecessary.
Property and Equipment
and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance,
and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated
depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective
period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement
purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful
life for Machinery and Equipment, and Vehicles is
In February 2016, FASB ASU No. 2016-02 established ASC Topic 842, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Effective December 31, 2022, we have implemented ASU No. 2016-02 and booked the operating lease asset and the related liability.
Net income/(loss) per common share is computed by dividing net income or loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings/(loss) per common share (“EPS”) calculations are determined by dividing net income/(loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
recognize revenue when the Invoice for contracted services is issued as stipulated by the contract. Other services provided are recognized
at the time the service is provided. Ninety eight percent of revenues are billed monthly and recognized in the month the services were
provided. Refunds and returns, which are minimal, are recorded as a reduction of revenue. The Company has not recorded a reserve for
returns on March 31, 2023, or 2022 since it does
Fair Value of Financial Instruments
The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.
The guidance also establishes a fair value hierarchy for measurements of fair value as follows:
|●||Level 1 - quoted market prices in active markets for identical assets or liabilities.|
|●||Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.|
|●||Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.|
The carrying amount of the Company’s financial instruments approximates their fair value as of March 31, 2023 and December 31, 2022, due to the short-term nature of these instruments.
NOTE 3 – RELATED PARTY RECEIVABLE
On July 7, 2021, the company has entered into an agreement to purchase 100% of the Preferred A-1 Stock of Health Revenue Assurance Holdings, Inc. a SEC registered company for $. In March 2022, Health Revenue Assurance Holdings, Inc. name was changed to Ameriguard Security Services Inc. (AGSS). On December 9, 2022, we signed the definitive merger agreement initiating a reverse merger with AGSS, resulting in the Company becoming a 100% owned subsidiary of AGSS. Prior to the merger, the Company funded the operational expenses of AGSS and treated these expenses as related party expenses. These expenses we eliminated when the two companies were consolidated for the financial statement presentation.
The receivable balances on March 31, 2023, and December 31, 2022, were $. Related party receivables are eliminated upon consolidation.
NOTE 4 – FIXED ASSETS
Fixed assets consist of the following on March 31, 2023, and December 31, 2022:
|Schedule of Fixed assets|
|Machinery and Equipment|
|Total Fixed Assets|
|Fixed Assets, Net||$||$|
NOTE 5 – PAYROLL LIABILITY – PENSION
company offers various pension plans to employee groups based on location of employment. Corporate office employees and guards have an
option to participate in a 401K sponsored by the company with a matching program up to 5% of employee salary. Federal contracts have
union agreements that define the pension calculation and due dates. It is the responsibility of the company to calculate the pension
benefit amount each month and contribute the amount due to the plan designated. The pension balances due on March 31, 2023, and December
31, 2022, for all plans were $
NOTE 6 – NOTES PAYABLE
June 2020, AmeriGuard Security Services, Inc. received an SBA Loan through Fresno First Bank in the amount of $
July 7, 2022, the Company entered into a buyout agreement with a shareholder Lillian Flores. The total buyout amount was $
The following schedule details the loans active as of March 31, 2023, and December 31, 2022:
|Schedule of the loan active|
|Notes and loans payable||$||$|
|Total Current Portion|
|Long term Portion:|
|Notes and loans payable|
|Total Long-term Portion|
NOTE 7 – STOCKHOLDERS’ EQUITY
December 31, 2022, to March 31,2023 the only impact to equity was the net loss for the period of $
NOTE 8 – COMMITMENTS AND CONTINGENCIES
The company has a multiple vehicle lease agreement with Enterprise Leasing. As of March 31, 2023, the company had 19 vehicles under lease. The lease agreement includes maintenance services. The term of the lease agreement varies based on the date vehicle were leased and the respective terms for each vehicle. The master lease is updated annually and requires annual internal financial reports and company tax return.
NOTE 9 – CONCENTRATION OF SALES
company generated approximately $
|●||Social Security Administration, NSC||-||September 2022 through September 2027|
|●||Social security Administration, SSC||-||June 2022 through June 2027|
|●||Social Security Administration, WBDOC||-||June 2021 through July 2026|
|●||National Institute of Health- EPA||-||May 2020 through May 2023|
NOTE 10 – LITIGATION AND CLAIMS
of December 31, 2022, there was one employment issue pending. The issue involves a terminated employee alleging discrimination and
wrongful termination. A lawsuit has not been filed only a demand letter has been presented. Management has been working with the
attorneys to find a reasonable settlement to this dispute without going to trial. After several months of discussion and negotiation
it appears that the complaint will be settled for $
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Item 2 contains forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q are subject to a number of risks and uncertainties, some of which are beyond our control. Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which we are not currently aware or which we currently deem immaterial could also cause our actual results to differ, including those discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors” included elsewhere in this Quarterly Report.
Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q (the “Financial Statements”). The financial statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.
The following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the Financial Statements and footnotes thereto appearing elsewhere in this Report.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those, described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) regulatory, competitive and contractual risks; (c) development risks; (d) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth, and (e) unknown litigation.
As previously mentioned, on December 9, 2022, AGSS executed a reverse merger with AmeriGuard resulting in AGSS becoming the sole owner of AmeriGuard. This merger establishes AGSS as a company operating a viable guard company with annual sales of approximately $24,000,000. It also is in the position to access the capital market to generate the capital needed to begin its growth strategy of mergers and acquisitions within the security industry.
Prior to and after the merger AGSS has been working on developing the leadership team needed. We have in place a CEO with 20 years of experience in our industry and who has been very successful in the government contracting market. Our CFO has over 35 years of business finance experience, the last 15 of which he has been focusing on organizational development consulting across multiple industries, and an Operations team on the east coast managing IT and our federal contracts. We have a Board of Directors with Wall Street and government security experience making us well positioned to aggressively grow the business.
Results of Operations for the three months ending March 31, 2023
Revenues and Cost of Goods Sold
The first quarter of 2023 experienced a 5.6% increase of approximately $325,000 in overall revenue over the previous year. The majority of which was from federal contracts and commercial services in the amount of approximately $288,000 and the remaining increase from training revenue. The contract services revenue increase was the result of monthly fee increases within the four existing contracts operated during both quarters. As the costs of labor increases within the unionized contract so does the revenue. For the Commercial operations we saw a significant increase in demand for services, specifically our patrol services. Patrol services solve the problem of delayed police response. Our patrol officers respond to all alarms regardless of cause within 15 minutes of activation. This is a cost effect way for businesses to have protection without the high expense of a posted guard. This is an area of service we are continuing to expand.
Like other professional service industries most of the expense is direct labor and the expenses associated with that labor. We are not an exception. Our direct expenses average around 90% of revenues. Total cost of services increased approximately $232,300 in 2023 over 2022, and that increase is expected in relation to the revenue increase in 2023 as previously discussed.
Operating Expenses and Other Expense
Operation expenses, overhead expenses, increased in 2023 over 2022 by approximately $385,000. Nearly half of that increase, 42%, was in administrative salaries and related payroll expenses, of approximately $165,000. As part of the reverse merger preparations, we added to our administrative team a full-time CFO, an HR Management team and an Operations Management team along with the necessary support positions in payroll and accounting. We also experienced an increase in professional fees of approximately $70,000. These increases relate to the preparations for the merger and the following corporate expansion. We have established an administrative team with the capacity available to take the company to annual sales of $200 million and beyond.
The remaining increase in operations expenses varied between various expense accounts with both increases and decreases in total expense. Most of which were minor, yet the combined total is approximately $150,000. Some categories of expense that experienced some sizable increase were loan interest in the amount of $29,200, training expense in the amount of $64,000 to name two of the significant accounts.
At this time, our operating structure and current level of expense can handle several times more revenue with minor increases to our operating overhead expenses. This allows the entire gross profit of any new contract or company acquisition to go straight to the bottom line, providing a consistent return on investment.
Net (Loss) from Operations
Net loss in the first quarter of 2023 was approximately $441,000. An increase over the loss in 2022 of approximately $298,000. As previously mentioned, our operational structure that drives theses costs has excess capacity in anticipation of significant growth via new contracts or more specifically, company acquisitions. This allows additional revenue to go directly to our bottom line (see moving forward comments).
Liquidity and Capital Resources
The Company’s principal sources of liquidity include cash from operations and proceeds from long term debt financing. During the three months ending March 31, 2023, operations generated net decrease in cash of approximately $441,000 while cash used from general operations was approximately $344,000. The majority of the operational cash used was due to an increase in accounts receivable of approximately $138,000 and payments to pension liabilities of approximately $172,000. The net decrease in cash for period was approximately $783,000.
On March 31, 2023, the Company had cash on hand of $444,879, with total current assets of $2,619,095.
During the past twenty-one months we have been working to get to where we are today. It has been difficult and expensive to get to this point of being a public company with the corporate structure, systems and team that can expand our business with increasing profitability. These costs have had a negative impact on our bottom line, yet we now in a position to execute our plans. Our current overhead expense structure has the capacity to manage ten times the revenues from one of two strategic sources. We are confident that our future is profitable.
Our first source is to continue down our historical path of seeking out contracts that meet our sweet spot and bidding with hope of successful award. However, this path is time consuming and isn’t a guarantee of the growth we desire and is outside of our control.
Our second source of growth is merger and acquisition. Now that we have the capital market available to us and our industry is positioned for long term growth, now is the time. The security industry continues to grow in opportunity, and at the same there’s a lot of consolidation occurring. As a top tier company in the industry, we can be a company acquiring others and quickly triple our revenues with one or two key acquisitions. After which we could see all the gross profit from those companies going directly to our bottom line. The returns would be quick and significant.
There are also acquisition opportunities in several other industries that fit our business model. Those include transportation, cyber security, private security, ammunition manufacturing, and surveillance to mention a few. At the March 23, 2023, board meeting, the board approved the acquisition of TransportUS Inc. A company valued at $3.72 million with 3 million shares issued to Lawrence Garcia, sole owner of the company. Shares will be issued in two phases. 1.5 million shares issued at close, with the remaining 1.5 million shares issued upon completion of a major contract renewal. We are very pleased to add this company to our family of companies and look forward to more acquisitions in 2023.
The Company has begun the process of our first equity raise to recover our expended working capital and position the Company for future acquisitions. We anticipate the equity raise to be completed in the third quarter.
Management is very positive regarding profitable operations for the next twelve months based on the following:
|●||AGSS operates in a growing industry.|
|●||The security industry is recession proof.|
|●||There are over 8,000 security companies operating in our market, with 50% available for acquisition.|
|●||Our management team, Board of Directors and supporting equity professionals can get the job done.|
|●||We have been and will continue to be a company that is very conservative with our resources and will use every possible dollar provide strength and good return to our investors.|
|●||We are in it for the long haul.|
|●||We make profits the old fashion way, hard work.|
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company and are not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) that are designed to ensure that information that would be required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2023, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended due to a weakness in our internal control over financial reporting discussed below.
The framework our management uses to evaluate the effectiveness of our internal control over financial reporting is based on the guidance provided by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in its 1992 report: INTERNAL CONTROL - INTEGRATED FRAMEWORK. Based on our evaluation under the framework described above, our management has concluded that our internal control over financial reporting was ineffective as of March 31, 2023 due to the same weaknesses that rendered our disclosure controls and procedures ineffective. The Company’s internal control over financial reporting is not effective due to a lack of sufficient resources to hire a support staff to separate duties between different individuals. The Company plans to address these weaknesses as resources become available by hiring additional professional staff, as funding becomes available, outsourcing certain aspects of the recording and reporting functions, and separating responsibilities. We have identified the following material weakness.
As of March 31, 2023, we did not maintain effective controls over the control environment. The Board of Directors has not established an audit committee as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
Because of these weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2023, based on the criteria established in “INTERNAL CONTROL-INTEGRATED FRAMEWORK” issued by the COSO. Management believes that the weaknesses set forth above did not have an effect on our financial results because the activity during this period was nominal. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. Management will further recruit qualified individuals, establish an audit committee, and ensure that board members have current and pertinent financial experience.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
Involvement in Certain Legal Proceedings
To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:
|●||been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses)|
|●||had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;|
|●||been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;|
|●||been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or|
|●||been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.|
In the second quarter of 2022 the Company did receive a demand letter from a terminated employee’s lawyer. The demand letter claimed the employee experienced discrimination and wrongful termination. This issue was handled by the Company’s labor attorney and after review and negotiation it was settled out of court in March of 2023 in the amount of $23,000. No other legal issues or court filings are active at this time.
ITEM 1A. RISK FACTORS
AS A SMALLER REPORTING COMPANY, WE ARE NOT REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|AMERIGUARD SECURITY SERVICES, INC.|
|Date: May 16, 2023||By:||/s/ Lawrence Garcia|
|Title:||Chief Executive Officer|
|(principal executive officer)|
|Date: May 16, 2023||By:||/s/ Michael Goossen|
|Title:||Chief Financial Officer|
|(principal financial officer
principal accounting officer)
AMERIGUARD SECURITY SERVICES, INC.
Exhibit Index to Quarterly Report on Form 10-Q
For the Three Months Ended March 31, 2023
|3.1||Certificate of Incorporation of AMERIGUARD SECURITY SERVICES, INC., as amended (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 14, 2022).|
|3.2||Amended and Restated By-Laws of AMERIGUARD SECURITY SERVICES, INC. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 14, 2022).|
|21.1||Subsidiaries of the Company- Ameriguard Security Services, Inc. (California)|
|31.1*||Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.|
|31.2*||Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.|
|32.1*||Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.|
|32.2*||Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.|
|101*||Interactive data files pursuant to Rule 405 of Regulation S-T|
|101.INS||Inline XBRL Instance Document.*|
|101.SCH||Inline XBRL Taxonomy Extension Schema Document.*|
|101.CAL||Inline XBRL Taxonomy Extension Calculation Linkbase Document.*|
|101.DEF||Inline XBRL Taxonomy Extension Definition Linkbase Document.*|
|101.LAB||Inline XBRL Taxonomy Extension Label Linkbase Document.*|
|101.PRE||Inline XBRL Taxonomy Extension Presentation Linkbase Document.*|
|104||Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*|
|*||Exhibits filed herewith.|