AGSS 8-K/A
Ameriguard Security Services, Inc. (AGSS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(g) of the Act: None
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers
On June 12, 2025, Douglas Anderson filed a Current Report on Form 8-K stating that the Board of Directors (the “Board”) of AmeriGuard Security Services, Inc. (the “Company”) removed Lawrence Garcia from the position of Chief Executive Officer of the Company, effective immediately, and that the Board appointed as interim Chief Executive Officer Mr. Anderson, an independent director of the Board and member of the Audit Committee and Compensation Committee.
On June 16, 2025, as previously reported on the Company’s Current Report on Form 8-K filed on June 20, 2025, Mr. Garcia, pursuant to the Company’s bylaws, removed Mr. Anderson and Russell Honore, an independent director of the Board and member of the Audit Committee and Compensation Committee, as board members and appointed Wilhelm Cashen and Terry Slatic as board members to replace Messrs Anderson and Honore. On June 16, 2025, the Board also removed Mr. Anderson from the position of Interim Chief Executive Officer, effective immediately, and appointed Mr. Garcia as Chairman of the Board and Chief Executive Officer of the Company to assume such executive responsibilities effective immediately. The Board also appointed Mr. Slatic and Mr. Cashen to be the members of the Audit Committee.
There is no arrangement or understanding between Mr. Slatic and Mr. Cashen, on the one hand, and any other persons, on the other hand, pursuant to which such director was selected as a director. There are no arrangements or understandings between Mr. Garcia and any other person related to his appointment as Chief Executive Officer. There is no family relationship between Mr. Garcia and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Mr. Garcia that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. Mr. Garcia will continue to be compensated as a director of the Company.
A description of Mr. Garcia’s business experience can be found in the Company’s Annual Report for the fiscal year ended December 31, 2024, filed on Form 10-K with the Securities and Exchange Commission on May 12, 2025, and is incorporated by reference herein.
Mr. Cashen is the founder of the Tesla Foundation, Inc. and has served as its President since January 2020. The Tesla Foundation, a for-profit company, fosters innovation and supports startups, small business and mid cap companies by providing business development guidance and mentorship to optimize business models.
Mr. Slatic hosted a radio talk show from 2022 to 2025. He served as an Elected School Board Member in the Fresno Unified School District, Education from 2018 until 2022. Mr. Slatic is a retired United States Marine Corps Infantry Officer who completed four frontline deployments to Iraq and Afghanistan.
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On June 17, 2025, the Company and Mr. Garcia filed a Complaint in the District Court, Clark County, Case No. A-25-921392-B (Dept. 31) (the “Complaint”), against Mr. Anderson and Mr. Honore. The Complaint seeks declaratory relief to declare that Mr. Garcia’s purported removal from the Company’s Board of Directors on June 12, 2025, was in violation of the Company’s Bylaws and invalid; that Mr. Anderson and Mr. Honore are no longer members of the Board, nor of any board committees; that the Board of Directors is comprised of three directors – Mr. Garcia, Mr. Slatic, and Mr. Cashen; that Mr. Garcia is the Company’s Chief Executive Officer; and other relief. The Complaint also seeks damages and injunctive relief against Mr. Anderson and Mr. Honore for conduct alleged to have been in violation of the Company’s Bylaws. A copy of the Complaint is attached hereto as Exhibit 10.1.
On June 18, 2025, lawyers purporting to represent the Company, sent to Mr. Garcia, purportedly at the request of its Audit Committee, a cease and desist demand letter demanding that Mr. Garcia cease and desist allegedly unauthorized activities taken in the name of the Company. A copy of the June 18, 2025 letter is attached hereto as Exhibit 10.2.
On June 23, 2025, Mr. Anderson and Mr. Honore, on their own behalf and purportedly on behalf of the Company, filed an Answer and Counterclaim against Mr. Garcia, Mr. Cashen, Mr. Slatic, and the Company’s Controller, Michael Goossen (“Mr. Goossen”). The Counterclaim alleges, among other things, that Mr. Garcia failed to disclose his arrest at an airport TSA checkpoint for carrying a firearm in his backpack; failed to disclose the suspension of a security guard and patrol business license in North Carolina, and that Mr. Garcia paid over $30,000 to a third-party without first obtaining the consent of Mr. Anderson and Mr. Honore as Compensation Committee members. The Counterclaim seeks damages against Mr. Garcia for breaches of fiduciary duty, and against Mr. Garcia, Mr. Cashen, Mr. Slatic, and Mr. Goossen for conversion, and against Mr. Garcia, Mr. Cashen, and Mr. Slatic for fraud. The Counterclaim also seeks declaratory and injunctive relief to declare that Mr. Garcia’s actions following his termination as Chief Executive Office were unlawful, that transfers of funds to the third-party were improper, that Mr. Cashen’s and Mr. Slatic’s appointment to the Board was unlawful, that the purported removal of Mr. Anderson and Mr. Honore from the Board was unlawful, and the removal of Mr. Anderson as President and Chief Executive Officer and restoration of Mr. Garcia as President and Chief Executive Officer was unlawful. A copy of the Answer and Counterclaim is attached hereto as Exhibit 10.3.
On June 26, 2025, the Company terminated Mr. Jason Bovell from the position of Chief Financial Officer for, among other reasons, failure to respond to communications by the Company since June 18, 2025.
On June 26, 2025, Mr. Anderson and Mr. Honore, on their own behalf and purportedly on behalf of the Company, filed an Application for Temporary Restraining Order and Motion for Preliminary Injunction against Mr. Garcia, Mr. Cashen, Mr. Slatic, and Mr. Goossen prohibiting the appointment of Mr. Cashen and Mr. Slatic to the Board of Directors, prohibiting the removal of Mr. Anderson and Mr. Honore from the Board, prohibiting the reinstitution of Mr. Garcia as Chief Executive Officer, prohibiting Mr. Garcia, Mr. Cashen, and Mr. Slatic from making or publishing any further false statements regarding their purported positions at and on the Board; prohibiting Mr. Garcia, Mr. Cashen, and Mr. Slatic from taking any further action on behalf of the Company. The Application for Temporary Restraining Order and Motion for Preliminary Injunction is attached hereto as Exhibit 10.4.
On July 1, 2025, Garcia filed an Opposition to Counterclaimants’ Application for Temporary Restraining Order and Motion for Preliminary Injunction.
On July 2, 2025, the Court denied Mr Anderson’s and Mr. Honore’s Application for Temporary Restraining Order and Motion for Preliminary Injunction against Mr. Garcia, Mr. Cashen, Mr. Slatic, and Mr. Goossen. The Findings of Fact, Conclusions of Law, and Order Denying Counterclaimants’ Application for Temporary Restraining Order, Scheduling Supplemental Briefing and Setting Evidentiary Hearing on Counterclaimants’ Motion for Preliminary Injunction is attached hereto as Exhibit 10.5.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Complaint |
| 10.2 | Cease and Desist Notice |
| 10.3 | AGSS Answer and Counterclaims |
| 10.4 | Counterclaimants' Application for Temporary Restraining Order on OST & MPI |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
July 10, 2025
Ameriguard Security Services Inc.
| /s/ Lawrence Garcia | ||
| By: | Lawrence Garcia | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
COMPB
Adam R. Fulton
Nevada Bar No.: 11572
Logan Willson
Nevada Bar No.: 14967
| JENNINGS & FULTON LTD. | CASE NO: A-25-921392-B |
| 2580 Sorrel St. | Department 31 |
Las Vegas, NV 89146
Telephone: 702-979-3565
Fax: 702-362-2060
Email: [email protected]
Attorneys for Plaintiff
Ameriguard Security Services, Inc.
Stephen R. Hackett, Esq.
Nevada Bar No.: 5010
David B. Barney, Esq.
Nevada Bar No.: 14681
SKLAR WILLIAMS PLLC
410 South Rampart Boulevard, Suite 350
Las Vegas, Nevada 89145
Telephone: (702) 360-6000
Facsimile: (702) 360-0000
Email: [email protected]
Attorneys for Plaintiff
Lawrence Garcia
DISTRICT COURT
CLARK COUNTY, NEVADA
| AMERIGUARD SECURITY SERVICES, INC., a Nevada corporation; | Case No.: | |
| LAWRENCE GARCIA, an individual, | Dept. No.: | |
| Plaintiffs, | COMPLAINT | |
| vs. | ARBITRATION EXEMPTION: | |
| Action Seeking Declaratory and | ||
| DOUGLAS ANDERSON, an individual; RUSSEL HONORE, an individual; | Equitable Relief | |
| DOES 1 through 10, inclusive; and ROE ENTITIES I through X, inclusive, | ||
| BUSINESS COURT REQUESTED: | ||
| Defendants. | EDCR 1.61 (Claims Involving NRS | |
| Chapters 78-92A) |
Case Number: A-25-921392-B
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Plaintiffs Ameriguard Security Services, Inc. and Lawrence Garcia, by and through their respective counsel of record, as and for their Complaint allege as follows:
THE PARTIES
1. Plaintiff Ameriguard Security Services, Inc. (“Ameriguard”) is, and at all times herein relevant was, a Nevada corporation.
2. Plaintiff Lawrence Garcia (“Garcia,” and together with Ameriguard, “Plaintiffs”) is, and at all times herein relevant was, an individual residing in the State of California. Garcia is the holder of approximately 82.643% of the issued and outstanding stock in Ameriguard. Garcia is also a Director of Ameriguard.
3. Defendant Douglas Anderson (“Anderson”) is, and at all times herein relevant was, an individual residing in the State of New York. Anderson was a Director of Ameriguard at times relevant to this lawsuit.
4. Defendant Russel Honore (“Honore,” and together with Anderson, “Defendants”) is, and at all times herein relevant was, an individual residing in the State of Louisiana. Honore was a Director of Ameriguard at times relevant to this lawsuit.
5. The true names and capacities, whether corporate, individual, or otherwise, of Defendant Does 1 through 10, inclusive, and Roe Entities I through X, inclusive, are unknown to Plaintiffs, who therefore sue such Defendants by fictitious names. Plaintiffs are informed and believe, and thereon allege, that each Defendant designated as a Doe and Roe Entity is legally responsible in some manner or means for the damages to Plaintiffs, as alleged herein, either through its contractual duty, conduct, or through the conduct of its agents, employees or insurers, which resulted in injury and damages to Plaintiffs as alleged herein. Plaintiffs will ask for leave of Court to amend this Complaint to insert the true names and capacities of said Defendant Does 1 through 10, inclusive, and Roe Entities I through X, inclusive, when the same have been ascertained by Plaintiffs, together with the appropriate charging allegations, and to join said Defendant(s) in this action.
JURISDICTION AND VENUE
6. This Court has jurisdiction over this matter under Nev. Const. art. VI § 6.
7. This Court also has jurisdiction and venue is properly in this Court, because the Defendants have purposefully established minimum contacts with this State, such that jurisdiction would comport with fair play and substantial justice. In particular, Defendants have minimum contacts with this District in their capacities as Directors of Ameriguard, a Nevada corporation, and by their actions complained of herein have directly harmed or threatened to harm Ameriguard, a Nevada citizen.
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GENERAL ALLEGATIONS
8. Ameriguard is a publicly traded company that provides security services to governmental and quasi-governmental bodies, as well as commercial property management companies. Ameriguard is currently traded on the OTCQX market, with the ticker symbol AGSS.
9. With Garcia owing approximately 82.643% of the company, Ameriguard is able to qualify and is qualified as a disabled veteran and minority-owned company, enabling the company to qualify for certain federal and other contracting opportunities and resources.
10. At the start of 2025, Ameriguard had three Directors comprising its Board of Directors (the “Board”): Garcia, Anderson, and Honore. Garcia was the Chairman of the Board, as well as the company’s CEO and President. Anderson and Honore claim to have been on the company’s Audit Committee and Compensation Committee.
11. On or about June 12, 2025, the company’s then-CFO, Jason Bovell (“Bovell”), purported to send a Notice of Special Meeting of the Board of Directors of Ameriguard to Garcia, Anderson, and Honore, which called for an “EMERGENCY MEETING” approximately thirty minutes after the notice was sent by e-mail. Upon information and belief, Bovell sent this notice at the direction of Anderson and Honore.
12. At the meeting, which was held by Zoom, Anderson and Honore announced that they intended to vote to remove Garcia from his position as Ameriguard’s CEO. Garcia objected to the improper action, including that the meeting was not properly called and noticed under the company’s By-laws.
13. The Amended and Restated By-Laws of Ameriguard Security Services, Inc. (the “By-laws”), provide that “[s]pecial meetings of the Board of Directors may be called by the Chairman, if any, or the president.” Given that Garcia was at the time of the purported Notice of Special Meeting on June 12, 2025, and is still today both the Chairman of the Board and Ameriguard’s President, the CFO was not authorized to set a special meeting of the Board, no less upon thirty minutes’ notice. Moreover, the notice itself cited an incorrect provision of the By-laws, upon which it relied for the notice and meeting.
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14. Notwithstanding Garcia’s objection to the meeting and its deficient notice, Anderson and Honore purported to remove Garcia from his position as the company’s CEO. They further stated that Anderson would be appointed as Ameriguard’s interim CEO and filed a Form 8-K regarding such purported actions.
15. Upon information and belief, the purported removal of Garcia as Ameriguard’s CEO is only a part of Anderson and Honore’s plan to take over the company and use it for their own personal gain. As part of this scheme, they have also opened bank accounts to which Garcia does not have access, and they have changed the company’s CFO and legal counsel without consulting Garcia. Anderson and Honore’s attempts to remove Garcia from the company pose a significant threat to the company’s business, as a removal of Garcia—who has been with the company for over twenty-five years—would jeopardize the company’s most profitable contracts, including those that rely on Ameriguard’s qualification as a disabled veteran and minority-owned business.
16. To address the improper meeting and actions of Anderson and Honore, Garcia delivered to them a valid Notice of a Special Meeting of the Board of Directors, in accordance with Section 3.4 of the By-laws, on June 13, 2025. The Notice called for a meeting on June 14, 2025, to be held electronically through the company’s Microsoft Teams account.
17. On June 14, 2025, when Garcia attempted to log in to the company’s Teams account for the meeting, he learned that his access to the account had been disabled. Upon information and belief, Anderson and Honore directed Ameriguard’s IT department to disable Garcia’s access to the account and prevent him from holding a meeting to challenge their actions.
18. To prevent Anderson and Honore from continuing their improper conduct, Garcia, as a shareholder of Ameriguard and majority owner of over two-thirds of the company’s stock, exercised his rights under the By-laws by removing Anderson and Honore as Directors of the company.
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19. Under Section 3.6 of the By-laws, “any director or the entire Board of Directors may be removed from office at any time, with or without cause, and only by the affirmative vote of the holders of at least two-thirds (2/3) of the combined voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors, voting together as a single class.”
20. Because Garcia holds approximately 82.643% of the issued and outstanding stock, and thus the voting power of Ameriguard, such conduct was permitted and within Garcia’s rights as a shareholder with over 2/3 of the company’s voting power.
21. Section 3.2 of the By-laws provides that “vacancies on the Board of Directors or any committee thereof arising through death, resignation, removal, an increase in the number of directors constituting the Board of Directors or such committee or otherwise may be filled only by a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director.”
22. Section 3.6 also provides that “[a]ny director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors.”
23. After the removal of Anderson and Honore from the Board, Garcia—as Ameriguard’s sole Director—appointed Terry Slatic (“Slatic”) and Wilhelm Cashen (“Cashen”) to Ameriguard’s Board, and also as members of the company’s Audit Committee. Garcia formalized the removal of Anderson and Honore from the company’s committees, as they were no longer members of the Board.
24. Because Garcia became the sole Director of Ameriguard after the removal of Anderson and Honore as Directors, such conduct was permitted and within Garcia’s rights under the By-laws.
25. Under Section 4.4 of the By-laws, “[t]he Board of Directors shall have the right to remove, with or without cause, any officer of the Corporation.” Section 4.6 of the By-laws further provides that “[t]he Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until his/her successor shall have been duly elected and qualified or until his or her removal or resignation.”
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26. After Slatic and Cashen were appointed to the Board, the Board voted to remove Anderson from his claimed position as Ameriguard’s interim CEO and appointed Garcia as the company’s CEO.
27. While the purported appointment of Anderson as Ameriguard’s interim CEO was not permitted under the By-laws, the Board’s removal of Anderson—to the extent he was ever validly appointed—and re-appointment of Garcia as the company’s CEO, were valid actions taken by the Board.
28. Ameriguard and Garcia now bring this lawsuit in order to obtain a declaration of the parties’ rights regarding the matters referenced above, and to ensure that Anderson, Honore, and their agents do not further interfere with Ameriguard’s business.
FIRST CLAIM FOR RELIEF
(Declaratory Relief)
29. Plaintiffs repeat, reallege, and incorporate by this reference each and all of the allegations contained in Paragraphs 1 through 28 of this Complaint, as if fully set forth herein.
30. Under NRS 30.030, “[a]ny person . . . whose rights, status or other legal relations are affected by a statute, municipal ordinance, contract or franchise, may have determined any question of construction or validity arising under the instrument, statute, ordinance, contract or franchise and obtain a declaration of rights, status or other legal relations thereunder.”
31. A justiciable controversy exists between the Plaintiffs, on the one hand, and the Defendants, on the other hand, regarding their respective rights and obligations under the By- laws.
32. The Plaintiffs’ and the Defendants’ interests are adverse regarding this controversy, which is ripe for judicial determination because harm is likely to occur, or has already occurred, absent this Court’s adjudication of the parties’ rights.
33. Plaintiffs have a legal and protectible interest in this controversy.
34. Plaintiffs are entitled to a declaration that Garcia’s removal as Ameriguard’s CEO was invalid, as it was done in violation of the By-laws.
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35. Plaintiffs are further entitled to a declaration that Anderson and Honore are no longer members of the Board, nor of any of Ameriguard’s committees.
36. Plaintiffs are further entitled to a declaration that the Board is comprised of three Directors, being Garcia, Slatic, and Cashen.
37. Plaintiffs are further entitled to a declaration that Garcia is Ameriguard’s CEO, and that Anderson—to the extent he was ever validly appointed as the company’s interim CEO— has been removed.
38. Plaintiffs have been forced to retain the services of an attorney to prosecute this matter and are entitled to recover their reasonable costs and attorneys’ fees, pursuant to Nevada law and the terms of the By-laws.
39. Plaintiffs are further entitled to recover their reasonable costs and attorneys’ fees as special damages, because such costs and attorneys’ fees were incurred as foreseeable damages arising from the Defendants’ bad faith conduct.
SECOND CLAIM FOR RELIEF
(Breach of Contract)
40. Plaintiffs repeat, reallege, and incorporate by this reference each and all of the allegations contained in Paragraphs 1 through 39 of this Complaint, as if fully set forth herein.
41. The By-laws are a valid and binding contract between Ameriguard, the company’s shareholders, and its directors.
42. Plaintiffs have performed all conditions, obligations, and covenants required under the By-laws, or have been excused from performing such conditions, obligations, and covenants.
43. Defendants breached the By-laws by purporting to hold a special meeting of the Board, for the purpose of improperly ousting Garcia and otherwise carrying out their plans to take over the company for their own profit. Defendants further breached the By-laws by preventing Garcia from holding a valid special meeting of the Board.
44. Defendants’ conduct in this regard was done in bad faith and involved intentional misconduct and/or a knowing violation of the law.
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45. As a direct and proximate result of the foregoing breaches of the By-laws, Plaintiffs have been damaged in an amount to be determined at the time of trial.
46. Plaintiffs are entitled to injunctive relief, preventing Defendants from further breaching the By-laws.
47. Plaintiffs are further entitled to injunctive relief, preventing Defendants from interfering with Ameriguard’s business and affairs.
48. Plaintiffs are further entitled to injunctive relief, preventing Defendants from holding themselves out as Directors, officers, or members of any committee of Ameriguard.
49. Plaintiffs are further entitled to injunctive relief, preventing Defendants from directing any Ameriguard employees, agents, officers, contractors, or other representatives to take any action on behalf of the company.
50. Plaintiffs are further entitled to injunctive relief, requiring Defendants to return all Ameriguard property to the company, and prohibiting them from accessing confidential company property to which they would only have access as a Director or officer of the company.
51. Plaintiffs are further entitled to injunctive relief, requiring Defendants to provide the current Board members and company officers with access to all company information and accounts as may be necessary to accomplish their duties and obligations to Ameriguard.
52. Plaintiffs have been forced to retain the services of an attorney to prosecute this matter and are entitled to recover their reasonable costs and attorneys’ fees, pursuant to Nevada law and the terms of the By-laws.
53. Plaintiffs are further entitled to recover their reasonable costs and attorneys’ fees as special damages, because such costs and attorneys’ fees were incurred as foreseeable damages arising from the Defendants’ bad faith conduct.
THIRD CLAIM FOR RELIEF
(Breach of the Implied Covenant of Good Faith and Fair Dealing)
54. Plaintiffs repeat, reallege, and incorporate by this reference each and all of the allegations contained in Paragraphs 1 through 53 of this Complaint, as if fully set forth herein.
55. In Nevada, every agreement contains an implied covenant of good faith and fair dealing.
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56. The By-laws contain an implied covenant of good faith and fair dealing. Therefore, Defendants owed Plaintiffs a duty to act in good faith and a duty of fair dealing in connection with the By-laws.
57. Through their actions established in the preceding Paragraphs, Defendants violated and breached their duties of good faith and fair dealing to the Plaintiffs. In particular, Defendants acted in bad faith when they attempted improperly to remove Garcia as the company’s CEO, and when they prevented Garcia from holding a special meeting in accordance with the terms of the By-laws.
58. Defendants’ conduct in this regard was done in bad faith and involved intentional misconduct and/or a knowing violation of the law.
59. As a direct and proximate result of Defendants’ conduct in this regard, Plaintiffs have been damaged in an amount to be determined at the time of trial.
60. Plaintiffs have been forced to retain the services of an attorney to prosecute this matter and are entitled to recover their reasonable costs and attorneys’ fees, pursuant to Nevada law and the terms of the By-laws.
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PRAYER FOR RELIEF
WHEREFORE, Plaintiffs pray for the following relief against the Defendants, jointly and severally, as follows:
1. For an award of compensatory, general, incidental, and consequential damages;
2. For declaratory relief as requested herein;
3. For injunctive relief as requested herein;
4. For an award of attorneys’ fees and costs, including as special damages resulting from Defendants’ bad faith conduct;
5. For an award of prejudgment and post-judgment interest on all such amounts; and
6. For such other and further relief as the Court deems necessary and appropriate.
Dated this 17th day of June, 2025.
| JENNINGS & FULTON LTD. | |
| /s/ Adam R. Fulton | |
| Adam R. Fulton | |
| Nevada Bar No.: 11572 | |
| Logan Willson | |
| Nevada Bar No.: 14967 | |
| 2580 Sorrel St. | |
| Las Vegas, NV 89146 | |
| Attorneys for Plaintiff | |
| Ameriguard Security Services, Inc. | |
| SKLAR WILLIAMS PLLC |
| /s/ David B. Barney | |
| Stephen R. Hackett, Esq. | |
| Nevada Bar No.: 5010 | |
| David B. Barney, Esq. | |
| Nevada Bar No.: 14681 | |
| 410 South Rampart Blvd, Suite 350 | |
| Las Vegas, NV 89145 | |
| Attorneys for Plaintiff | |
| Lawrence Garcia |
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Exhibit 10.2
 |
Perkins Coie LLP 700 Thirteenth Street, N.W. Suite 800 Washington, DC 20005-3960 |
T. +1.202.654.6200 F. +1.202.654.6211 perkinscoie.com |
| VIA EMAIL June 18, 2025 | Barak
Cohen [email protected] D. +1.202.654.6337 |
Lawrence D. Garcia
C/o Alan C. Sklar, Esq.
410 South Rampart Boulevard, Suite 350
Las Vegas, Nevada 89145
| Re: | AmeriGuard Security Services, Inc. (Nevada) Formal Cease & Desist Demand |
Dear Mr. Garcia (“You”):
I represent AmeriGuard Security Services, Inc. (Nevada) (“AGSS”), and at the request of its Audit Committee, I hereby formally demand that you cease and desist your unauthorized activities purportedly taken in the name of AGSS.
Specifically, you must immediately cease and desist your efforts to thwart the Audit Committee’s legitimate efforts to investigate potential financial improprieties and failure to disclose material facts to the Board. This includes, without limitation, investigations regarding (i) payments to a third-party, the Tesla Foundation,1 and (ii) information regarding your arrest on December 16, 2024 and resulting criminal proceeding with Docket No. M25904395 in Fresno County Superior Court.2 On June 16, 2025, you threatened to issue an 8-K about Douglas Anderson’s legitimate role as CEO of AGSS. In no uncertain terms, cease and desist from preparing and issuing such an 8-K.
As you well know, the Audit Committee removed Mr. Garcia as CEO on June 12, 2025.3 Under the Bylaws, the Board has the right, with or without cause, to remove any officer of the company. Bylaws § 4.4. The Audit Committee has the authority to act on behalf of the Board in the management of the business and the affairs of AGSS. See Bylaws § 3.10.
Your efforts to add new directors to the Board and continue to act as CEO, despite your removal as an officer, are inappropriate, unauthorized, invalid, and unlawful. The size of the Board was set at three individuals as of June 14, 2023.4 You lack any authority to expand the number of directors beyond three individuals. See Bylaws § 3.1 (specifying that the Board may fix the number of directors). Accordingly, your attempt to add Wilhelm Cashen and Terry Slatic to the Board lacks merit and is without effect.
| 1 | Attachment A is a letter dated June 2, 2025 from two independent directors to Mr. Goosen regarding payments to the Tesla Foundation. | |
| 2 | Attachment B is a letter from the Audit Committee dated June 5, 2025 from the Audit Committee to Mr. Garcia explaining that your failure to disclose your arrest and criminal proceedings against you may violate your duty of candor and disclosure to the Board. | |
| 3 | Attachment C is a copy of the written consent of the Audit Committee dated June 12, 2025. | |
| 4 | Attachment D is a copy of the written consent of the AGSS Board dated June 14, 2023. |
Cease & Desist:
Lawrence Garcia
June 18, 2025
Page 2
Likewise, you lack authority to hire attorneys on behalf of the company. You further lack authority to have the company pay for attorneys regarding any dispute with the Board and its Audit Committee.
Nor do you have authority to direct the making of money transfers on behalf of AGSS, including without limitation, money transactions with (i) the “Tesla Foundation” or (ii) AmeriGuard Security Systems, Inc., an entity 100% owned by Mr. Garcia. Further, you lack authority to directly or indirectly issue any public filings, such as a 10-K, 8-K, 10-Q, S-1, or Amended Officer Lists.
Your actions are in breach of your fiduciary duties to AGSS and constitute violations of law. Among other things, AGSS reserves its rights to seek legal action against you for this breach of fiduciary duty, conversion, fraud, and other violations of federal or state law. AGSS reserves the right to seek injunctive relief against you without further notice pursuant to Nevada Rule of Civil Procedure 65.
As reviewed in more detail in the Appendix, you must preserve documents regarding this matter. We demand that you preserve all information, correspondence, and internal communications relating to this matter in anticipation of pending litigation
You must stop using your prior position as CEO and status as majority shareholder to frustrate the Audit Committee’s efforts to investigate your potentially unlawful acts.
We look forward to resolving this matter efficiently and without resorting to litigation, but are prepared to assert the company’s rights forcefully and without reservation. Your prompt attention to this matter is appreciated.
Sincerely,
| /s/ Barak Cohen |
| Barak Cohen |
Cease & Desist:
Lawrence Garcia
June 18, 2025
Page 3
Appendix:
FORMAL DOCUMENT PRESERVATION DEMAND
You have obligations to preserve documents and electronically stored information (“ESI”) related to purported and unauthorized corporate actions including, but are not limited to, the purported installation of new directors, submission of unauthorized corporate filings, and the use of company resources (the “Dispute”).
You are in possession, custody, or control of relevant documents to the Dispute and must preserve them.
The term “Documents” and ESI includes but is not limited to writing or printed matter of any kind, including the originals and all copies, identical or non-identical, whether different from the originals by reason of any notation made on such copies or otherwise, including, without limitation: records, communications, correspondence, memoranda, notes, rolodexes, address books, diaries, statistics, emails, text messages, instant messages, letters, telegrams, minutes, contracts, reports, studies, checks, statements, receipts, returns, summaries, pamphlets, books, prospectuses, inter-office or intra-office communications, telephone message slips, offers, notations of conversations, bulletins, drawings, plans, computer printouts, computer input or output, teletypes, telefaxes, invoices, worksheets, ledger books, books of account, and all drafts, alterations, modifications, changes, and amendments of any of the foregoing.
The terms “document,” “documents,” and ESI also includes all graphic or oral records or representations of any kind, including without limitation, photographs, charts, graphs, microfilm, video tape, audio recordings, motion pictures, and electronic, mechanical, or electrical records, or recordation of any kind, including, without limitation, tapes, cassettes, discs, and recordings.
The terms “document,” “documents,” and ESI also includes all drafts, work papers, and written notes, notebooks, memoranda, diaries, calendars, tapes, books, records, reports, papers, tabulations, charts, graphic representations, facsimiles, correspondence, emails, instant messages, account statements, agreements, exception reports, management reports, supervisory reports, written policies and procedures, and other materials (including drafts of the foregoing) that may exist in hard copy, are electronically or magnetically stored or are otherwise accessible through a computer or information retrieval system, including, among other things, emails (and attachments), text files, computer tapes or disks, instant messages, word processing files, spreadsheets, databases, whether stored on a hard drive, mobile phone, personal storage device, or in a network folder relating to any of the topics described above.
Documents must be preserved even if they are physically located at a residence, at a business, or elsewhere, such as in a personal email account, a business email account, or on a home computer, cell phone, or any other portable media (such as CDs and DVDs).
Cease & Desist:
Lawrence Garcia
June 18, 2025
Page 4
Normal record retention policies that might provide for disposal of such documents or files (including automatic deletion of emails after certain time intervals) should be immediately suspended. Both hard copies of documents and ESI, i.e., emails, text files, text messages, computer tapes, DVDs or disks, and audio tapes, must be kept until further notice.
With this communication, we write to inform you and your agents of your affirmative obligations to preserve and not destroy, delete, or otherwise discard documents and potentially discoverable ESI relating to this litigation and its allegations. Relevant information includes, but is not limited to, all documents and communications, emails, text messages, drafts, social media messages, video, photographs, or other records—whether on personal devices or devices used for business purposes—related to:
| · | Documents and communications with the Board regarding the Dispute; |
| · | Documents and communications between Lawrence D. Garcia, Mike Goossen, Wilheim Cashen, and Terry Slatic regarding the Dispute; |
| · | Documents and communications regarding filings and submissions—inclusive of any drafts—to the Nevada Secretary of State, U.S. Securities and Exchange Commission, or other government entities regarding the actions comprising the Dispute; |
| · | Documents and communications regarding Mr. Garcia’s removal as CEO of AGSS; and |
| · | Documents and communications regarding Mr. Garcia’s attempts to spend AGSS resources to retain or pay for attorneys in defending himself in the Dispute. |
Failure to comply with your document preservation obligations may result in court-ordered sanctions or other penalties.
You should immediately take any necessary steps to prevent the loss or destruction of such materials. If you have any doubt as to whether a document is covered by this notice, you should resolve that doubt in favor of preservation.
If you require clarification about your document preservation obligations, I may be reached at [email protected] or by phone at 202-654-6337.
Attachment A
June 2, 2025
AmeriGuard Security Services, Inc.
ATTN: Mr. Mike Goossen
5470 West Spruce Avenue
Suite #102
Fresno, CA 93722-2155
Re: AmeriGuard Security Services, Inc. (AGSS) Board of Directors Resolutions and Directives
Mr. Goossen,
It has come to our attention at the Board of Directors meeting that payments were made to Tesla Foundation between February 2025 and May 2025. The Board of Directors Compensation Committee have identified that these payments (identified by the CFO) were a series of payments that took the nature of consulting payments. The CEO, Mr. Garcia stated that they were consulting payments and mentioned that Mr. Wil Cashen of Tesla Foundation was his “friend” with some level of experience. In December 2023, the Board of Directors Compensation Committee resolved that service providers of this nature must be approved by the Board of Directors Compensation Committee only after conducting independent due diligence by the CFO/Compliance Officer (Mr. Bovell) and approved by Board of Directors Compensation Committee.
As this service provider has not be approved by the Board of Directors Compensation Committee or CFO/Compliance Officer no payments are to be made to the Tesla Foundation or Mr. Wil Cashen. Information on Tesla Foundation and its key person, Mr. Wil Cashen, need to be provided to the members of the Board of Directors Compensation Committee after CFO/Compliance Officer has reviewed and conducted due diligence on Tesla. For clarity, no further payments are to be made. The Compensation Committee subsequently requested a list of the payments with dates and amounts made to Tesla Foundation from the CFO/Compliance Officer who complied with this directive. It appears that at least $30,000 was paid to the Tesla Foundation or Mr. Wil Cashen. Given previous resolutions, we now are directing that no further payments be made to Tesla Foundation, its affiliates, subsidiaries, employees, associates, or Wil Cashen as he was never approved by the CFO/Compliance or the Compensation Committee. Any further agreements, list of payments from May 30, 2025, and payment dates need to be forwarded to the CFO/Compliance Officer immediately. No information should be shared with Wil Cashen of the Tesla Foundation and he is unauthorized to represent or advise AGSS, its subsidiary or affiliates in any consulting form or fashion to include financial, conducting a Reg A offering, strategic advisory unless fully vetted by the CFO/Compliance Officer and approved by the Board of Directors Compensation Committee.
AmeriGuard Security Services, Inc.
AGSS Board of Directors Compensation & Audit Committee Meeting Minutes
June 2, 2025
Page 2 of 3
CFO Control of AGSS Bank Accounts
The CFO/Compliance Officer reminded the Board of Directors of the January 11, 2024, discussion on “the need for proper accounting, controlling, and forecasting” and stated that he did not have full access and control of the accounts at Michigan Bank. Mr. Garcia stated that he told you on two occasions to provide all access to Mr. Bovell and that on both occasions, you had stated that you “had done so.” The CFO/Compliance Officer (Mr. Bovell) mentioned that he still does not have full access and control of the Michigan accounts. As members of the Audit Committee we are directing that this be rectified immediately and that on May 29, 2025, the Board of Directors Audit Committee of AmeriGuard Security Services, Inc. resolved that in accordance with strengthening financial controls, all bank accounts for both AmeriGuard Security Services, Inc. and its subsidiaries to include TransportUS, Inc. be consolidated at JPMorgan Chase Bank strictly by the CFO who will establish all limits and authorizations. Please send a list of all bank accounts you were involved in opening for AGSS, its California subsidiary, TransportUS, Inc. Additionally, please let the CFO/Compliance Officer know if you control AmeriGuard Security Systems accounts. All other bank accounts are to be closed immediately and as soon as possible but no later than June 13, 2025.
Related Party Transactions Mentioned in 10K
In light of questions asked during the Board of Directors meeting on May 30, 2025 regarding the “Related Party Transaction” it is now resolved that the Board of Directors of AmeriGuard Security Services, Inc. (“AGSS”) will require the CFO to get the note, security agreement and any other associated agreements to include any contract entered into between TransportUS, Inc. and AmeriGuard Security Systems, Inc. between January 2019 and May 2022 with the related party receivable in Note 3 of the 2024 10K. Please provide this to the CFO/Compliance Officer immediately. Going forward all related party transactions with AmeriGuard Security Systems, Inc. must be reviewed and approved by the CFO/Compliance Officer and the Independent Board of Directors of AGSS.
Legal Services and Outstanding Legal Bills
Members of the Compensation & Audit Committee of the Board of Directors of AGSS asked about the litigation and claims section (Note 14) of the 10K and legal expenses of the corporation and its subsidiaries. It has come to the attention of the Board of Directors that there are outstanding invoices (expenses) in excess of ~$200,000 even though the legal matters are minimal. Pursuant to the Board of Directors Compensation Committee directives, no further legal engagements will be initiated without approval of the Compensation Committee after review and written approval of the CEO and the CFO/Compliance Officer after consultation with the Compensation Committee. This review should include confirmation that payments will not be made to or on behalf of AmeriGuard Security Systems, Inc. Please provide the CFO/Compliance with a list of all Law Firms or Attorneys being paid by AGSS, TransportUS, Inc., or AmeriGuard’s California subsidiary. This list should include 1.) Matter associated with the engagement, 2.) All Parties to include the Petitioner, Plaintiff, or adverse party to AGSS or its subsidiary, 3.) How much is owed, 4.) How much has been paid to date, 5.) Law Firm Representing AGSS or subsidiary of AGSS, 6.) Name and Email of the Attorney at the Law Firm that is advising any individual or the corporation, and 7.) List any matters involving an individual in which AGSS or a subsidiary of AGSS is paying. Please provide this information within 24 hours.
AmeriGuard Security Services, Inc.
AGSS Board of Directors Compensation & Audit Committee Meeting Minutes
June 2, 2025
Page 3 of 3
AGSS Financing Agreements and Your Prohibitions
The Board of Directors Audit Committee of AmeriGuard Security Services, Inc. (“AGSS”) unanimously approved to execute an agreement with Legalist Receivables Financing on January 31, 2025, which require that Notice of Assignments to include the Veterans Administration be executed immediately and all steps should be taken to uphold the agreement as this is critical to ongoing financing for the corporation.
In light of the ongoing investigative review by the CFO/Compliance Officer and in accordance with strengthening financial controls, you are no longer to operate as Controller. You will assume the title of Senior Financial Accountant prohibited from representing the corporation, soliciting investors, sharing investment materials, presentations to any outside investor, third party investor, or investment bank, given revelations outlined in the Board of Directors meeting. Additionally, you prohibited from entering into contracts hiring any employee, consultant, or third party associated with AGSS or any subsidiary. For clarity, your activities are to be limited to bookkeeping, providing accurate calculations for billing clients (to include Social Security & the Veterans Administration), accounting, financial statement preparation and assisting the CFO/Compliance Officer in reporting as well as providing all requested disclosures upholding your duty of candor. In light of this letter, your cooperation is required. All steps shall be taken by the CEO and CFO/Compliance Officer to ensure compliance with all aspects of this letter.
| /s/ Douglas C. Anderson | |
| Douglas C. Anderson | |
| Independent Director | |
| Member of the Audit & Compensation Committees | |
| /s/ Russel L. Honoré | |
| Russel L. Honoré | |
| Independent Director | |
| Member of the Audit & Compensation Committees |
| Cc: | Mr. Lawrence Garcia, CEO |
| Mr. Jason Bovell, CFO/Compliance |
Attachment B
June 5, 2025
AmeriGuard Security Services, Inc.
ATTN: Mr. Lawrence Garcia, CEO
5470 West Spruce Avenue
Suite #102
Fresno, CA 93722-2155
Re: AmeriGuard Security Services, Inc. (AGSS) Board of Directors Item of Concern
Mr. Garcia,
It has come to the attention of the Board of Directors today that your name appears on a judicial Docket in Fresno, CA Case Number: M25904395 in a Criminal Court with Misdemeanor charges. The date of the alleged offense was December 16, 2024. As Independent Members of the Board of Directors and Members of the Audit Committee we must be notified formally by you regarding this incident.
This incident could be deemed a material event and must be immediately investigated by the Audit Committee of the Board of Directors of AGSS. As a Board Director and CEO of a Public Company, you have an absolute duty of candor and full disclosure of any potential material events that may affect the corporation. Your failure to immediately disclose this information to the board may violate basic rules set forth by the authorities. Furthermore, beyond the omission, after this incident, our board minutes show that on May 8, 2025, and May 30, 2025, you confirmed that “there were no material events or actions that could affect the corporation.”
As the Independent Members of the Board of Directors AGSS, we intend to do our duty which is to investigate and determine whether this incident is material. Incidents of this nature may also have implications on our D&O insurance and your duty to inform. As such, we would ask you to provide us with the following information so we can determine the corporation’s reporting requirements as it relates to insurance coverage and reporting requirements as a public company:
| 1. | Please send a copy of the case information to include the court in Fresno, CA. | |
| 2. | Please send a description of the alleged offenses, date of offense, statute violated, and level of the alleged offense. | |
| 3. | If there was an arrest, the date of the arrest, copy of the complaint, or incident report. | |
| 4. | Please send a copy of any citation, letter from any state or federal agency involved in the alleged offense. | |
| 5. | Please send the name of any attorney representing you personally. | |
| 6. | Please send a copy of the most recent insurance policies to include D&O insurance for AGSS. |
AmeriGuard Security Services, Inc.
AGSS Board of Directors Compensation & Audit Committee Item of Concern
June 6, 2025
Page 2 of 2
We request your cooperation during this time period as we investigate the aforementioned items requested. Please understand, we value your contributions and work for the corporation. Considering the circumstances, it is our judgement that these steps must be taken. We request your immediate response within 24 hours.
| /s/ Douglas C. Anderson | |
| Douglas C. Anderson | |
| Independent Director | |
| Member of the Audit & Compensation Committees | |
| /s/ Russel L. Honoré | |
| Russel L. Honoré | |
| Independent Director | |
| Member of the Audit & Compensation Committees |
| Cc: | Mr. Jason Bovell, CFO/Compliance Officer |
Attachment C
WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS AUDIT COMMITTEE
OF
AMERIGUARD SECURITY SERVICES, INC.
Pursuant to Nevada Revised Statutes (“NRS”) Section 78.315, the undersigned, being a majority of the members of the current board of directors and the Audit Committee (the “Board”) of AMERIGUARD SECURITY SERVICES, INC., a Nevada corporation (the “Corporation”), consent to the adoption of the following resolutions in lieu of holding an organizational meeting;
WHEREAS, Section 3.8 “Actions of the Board by Written Consent” of the Amended and Restated By-Laws of the Corporation in the form attached as Exhibit A (the “Bylaws”), provides: “Unless otherwise provided in the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof maybe taken without a meeting, if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.”
WHEREAS, the Board desires to evidence the election or appointment of all the current officers in accordance with the Corporation’s Bylaws.
NOW, THEREFORE, LET IT BE:
RESOLVED, that the Bylaws submitted to the Board are ratified, reaffirmed, and approved as the Bylaws of the Corporation, and the Corporation’s Secretary is instructed to place the same or a copy thereof in the Corporation’s minute book.
RESOLVED, that the Corporation’s Secretary maintain a copy of the Bylaws and all amendments thereto, certified by the Corporation’s Secretary, at the Corporation’s principal office or with the Corporation’s custodian of records, available for inspection by the Corporation’s stockholders.
RESOLVED, that members of the Corporation’s Audit Committee and majority of the Board of Directors remove Lawrence Garcia as President and CEO effective immediately.
RESOLVED, that the following persons are elected to the offices set forth opposite their respective names to serve as such at the pleasure of the Board of Directors, each to hold such offices until their respective successor is duly elected and qualified or until their earlier resignation or removal:
Douglas Anderson, Interim President & CEO
Jason Bovell, Secretary
Jason Bovell, Treasurer and CFO
RESOLVED, that the Corporation’s officers are authorized to do all things and take all action necessary and helpful to carry out the above resolutions; and all acts of the officers and any persons acting for the Corporation which are consistent with the above resolutions are ratified, approved, and adopted as the acts of the Corporation. This Unanimous Written Consent may be signed in two or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed one instrument.
The undersigned direct that an executed copy of this Unanimous Written Consent, including multiple counterparts, may be filed with the minutes of the proceedings of the Board. Dated to be effective on June 12, 2025.
| /s/ Douglas C. Anderson | |
| Douglas C. Anderson, Director | |
| /s/ Russel L. Honore | |
| Russel L. Honore, Director |
Attachment D
WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
OF
AMERIGUARD SECURITY SERVICES, INC.
Pursuant to Nevada Revised Statutes (“NRS”) Section 78.315, the undersigned, members of the board of directors (the “Board”) of AMERIGUARD SECURITY SERVICES, INC., a Nevada corporation (the “Corporation”), consent to the adoption of the following resolutions in after holding an organizational meeting.
WHEREAS, Section 3.8 “Actions of the Board by Written Consent” of the Amended and Restated By-Laws of the Corporation in the form attached as Exhibit A (the “Bylaws”), provides: “Unless otherwise provided in the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof maybe taken without a meeting, if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.”
WHEREAS, the Board desires to evidence the election or appointment of all the current officers in accordance with the Corporation’s Bylaws and to fix the Board of Directors size to three (3) directors until the corporation uplists to the Nasdaq or NYSE.
NOW, THEREFORE, LET IT BE:
RESOLVED, that the Corporation’s Audit Committee consists of:
Douglas C. Anderson and Russel Honore.
Are authorized to do all things and take all action necessary and helpful to carry out actions for the Corporation and accordance with the Audit Committee Charter attached Exhibit B (the “Audit Committee Charter”). This Unanimous Written Consent may be signed in two or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed one instrument.
RESOLVED, that the Corporation’s Compensation Committee consists of:
Douglas C. Anderson and Russel Honore.
Are authorized to do all things and take all action necessary and helpful to carry out actions for the Corporation and accordance with the Compensation Committee Charter attached Exhibit C (the “Compensation Committee Charter”). This Unanimous Written Consent may be signed in two or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed one instrument.
Adopted by the Board of Directors on June 14, 2023.
| /s/ Douglas C. Anderson | |
| Douglas C Anderson | |
| /s/ Lawrence D. Garcia | |
| Lawrence D. Garcia | |
| /s/ Russel L. Honoré | |
| Russel L. Honoré |
EXHIBIT A
[ByLaws]
EXHIBIT B
[Audit Committee Charter]
EXHIBIT C
[Compensation Committee Charter]
Exhibit 10.3
David Koch, Nevada Bar No. 8830
KING SCOW KOCH DURHAM LLC
11500 S. Eastern Avenue, Suite 210
Henderson, Nevada 89052
Telephone: 702.833.1100
Facsimile: 702.833.1107
Barak Cohen, Pro hac vice forthcoming
PERKINS COIE LLP
700 Thirteenth Street, N.W., Suite 800
Washington, D.C. 20005-3960
Telephone: 202.654.6200
Facsimile: 202.654.6211
Attorneys for Defendants Douglas Anderson and
Gen. Russel Honoré and Counterclaimants
AmeriGuard Security Services, Inc. (Nevada),
Douglas Anders, and Gen. Russell Honoré
EIGHTH JUDICIAL DISTRICT COURT
CLARK
COUNTY, NEVADA
| AMERIGUARD SECURITY SERVICES, INC., a Nevada corporation; LAWRENCE GARCIA, an individual, | Case No. A-25-921392-B Dept. 31 | |
| Plaintiffs, | ||
| v. | ANSWER AND COUNTERCLAIM | |
| DOUGLAS ANDERSON, an individual; RUSSEL HONORÉ, an individual; DOES 1 through 10, inclusive; and ROE ENTITIES I through X, inclusive, | EXEMPT FROM ARBITRATION: | |
| INJUNCTIVE RELIEF REQUESTED | ||
| Defendants. | ||
| AMERIGUARD SECURITY SERVICES, INC. (NEVADA), DOUGLAS ANDERSON, and GEN. RUSSEL HONORÉ | ||
| Counterclaimants, | ||
| v. | ||
| LAWRENCE D. GARCIA, an individual, WILHELM CASHEN, an individual, TERRENCE SLATIC, an individual, and MICHAEL GOOSSEN, an individual, | ||
| Counterdefendants. |
Case Number: A-25-921392-B
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ANSWER
Defendants Douglas Anderson (“Director Anderson”) and Gen. Russel Honoré (“Director Honoré”) (collectively the “Directors”), by and through their counsel of record, hereby answer the Complaint filed by Lawrence Garcia (“Mr. Garcia”) putatively on behalf of AmeriGuard Security Services, Inc. (“AGSS”) as follows. The Directors base their Answer upon information currently available and after having conducted a reasonable investigation. The Directors reserve the right to amend this Answer based upon information uncovered through discovery or further investigation. Unless specifically admitted below, the Directors deny each and every factual allegation, legal claim, and prayer for relief contained in the Complaint.
Titles or headings contained in Plaintiffs’ Complaint are reproduced in this Answer for organizational purposes only. The Directors do not admit any matter contained therein.
THE PARTIES
1. Admitted in part and denied in part. The Directors admit that AGSS is incorporated in Nevada. The Directors also note that AGSS’ principal place of business is in California. Except as expressly admitted, the allegations of this paragraph are denied.
2. Admitted in part and denied in part. The Directors admit that Mr. Garcia resides in California. Except as expressly admitted, the allegations of this paragraph are denied.
3. Admitted in part and denied in part. The Directors admit that Director Anderson resides in the State of New York. The Directors note that Director Anderson is currently a Director of AGSS. Except as expressly admitted, the remaining allegations in this paragraph are denied.
4. Admitted in part and denied in part. The Directors admit that Director Honoré resides in the State of Louisiana. The Directors note that Director Honoré spells his surname “Honoré.” The Directors further note that Director Honoré is currently a Director of AGSS. Except as expressly admitted, the remaining allegations in this paragraph are denied.
5. The Directors lack sufficient information to confirm the allegations of this paragraph, which are denied on that basis.
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JURISDICTION AND VENUE
6. Admitted.
7. Admitted in part and denied in part. The Directors admit that this Court has jurisdiction, and that this Court is the proper venue. Except as expressly admitted, the allegations of this paragraph are denied.
GENERAL ALLEGATIONS
8. Admitted.
9. Denied.
10. Admitted in part and denied in part. The Directors admit AGSS had three Directors comprising its Board of Directors (the “Board”) as of December 31, 2024: Mr. Garcia, Director Anderson, and Director Honoré. The Directors further admit that, as of December 31, 2024, Director Anderson and Director Honoré comprised the Compensation Committee and the Audit Committee. Except as expressly admitted, the allegations of this paragraph are denied.
11. The allegations of this paragraph reference a document, which speaks for itself. Except as expressly admitted, the allegations of this paragraph are denied.
12. Admitted in part and denied in part. The Directors admit that a meeting of the AGSS Board was held on or around June 12, 2025. Except as expressly admitted, the allegations of this paragraph are denied.
13. The allegations of this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
14. The allegations of this paragraph reference a document, which speaks for itself. Except as expressly admitted, the allegations of this paragraph are denied.
15. Denied.
16. The allegations of this paragraph reference a document, which speaks for itself. Except as expressly admitted, the allegations of this paragraph are denied.
17. Denied.
18. Denied.
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19. The allegations of this paragraph reference a document, which speaks for itself. Except as expressly admitted, the allegations of this paragraph are denied.
20. The allegations of this paragraph state legal conclusions to which no response is required. To the extent a response is needed, the Directors deny the allegations of this paragraph.
21. The allegations of this paragraph reference a document, which speaks for itself. Except as expressly admitted, the allegations of this paragraph are denied.
22. The allegations of this paragraph reference a document, which speaks for itself. Except as expressly admitted, the allegations of this paragraph are denied.
23. Denied.
24. The allegations of this paragraph states legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
25. The allegations of this paragraph reference a document, which speaks for itself. Except as expressly admitted, the allegations of this paragraph are denied.
26. Denied.
27. Denied.
28. The allegations of this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
FIRST CLAIM FOR RELIEF
(Declaratory Relief)
29. The Directors incorporate by reference their responses to the paragraphs above as though set forth herein.
30. The allegations of this paragraph reference a statute, which speaks for itself. Except as expressly admitted, the allegations of this paragraph are denied.
31. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
32. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
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33. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
34. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
35. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
36. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
37. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
38. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
39. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
SECOND CLAIM FOR RELIEF
(Breach of Contract)
40. The Directors incorporate by reference their responses to the paragraphs above as though set forth herein.
41. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
42. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
43. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
44. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
45. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
-5-
46. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
47. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
48. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
49. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
50. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
51. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
52. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
53. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
THIRD CLAIM FOR RELIEF
(Breach of the Implied Covenant of Good Faith and Fair Dealing)
54. The Directors incorporate by reference their responses to the paragraphs above as though set forth herein.
55. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
56. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
57. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
58. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
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59. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
60. The allegations in this paragraph state legal conclusions to which no response is required. To the extent a response is required, the Directors deny the allegations of this paragraph.
RESPONSE TO PRAYER FOR RELIEF
The Directors deny that Plaintiffs are entitled to any relief.
AFFIRMATIVE DEFENSES
Based on the knowledge and information available to date, the Directors assert the following as separate defenses and affirmative defenses. The Directors do not assume the burden of proof on the below defenses and affirmative defenses where the burden is otherwise on Plaintiffs under applicable law. The Directors reserve the right to amend this Answer to add additional defenses and affirmative defenses.
A. Failure to State a Claim: Plaintiffs fail to state a claim for which relief can be granted.
B. Lack of Standing: Plaintiffs lack standing to pursue their claims.
C. No Damages: Plaintiffs have not suffered damages as a result of the conduct alleged in the Complaint.
D. Failure to Mitigate Damages: If Plaintiffs have purported injuries, they have failed to mitigate any damages incurred.
E. Unavailable Relief: Plaintiffs assert claims for relief that is unavailable. Among other things, Plaintiffs fails to identify with sufficient precision the source of their attorneys’ fee claim.
F. Mootness: The allegations of the Complaint are moot.
G. Unclean Hands: The doctrine of unclean hands applies to this dispute.
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H. Reservation of Additional Defenses: The Directors designate all denials herein as defenses to the extent necessary to provide it with a complete defense. The Directors deny all allegations not expressly admitted and reserves any and all defenses they may have against Plaintiffs.
COUNTERCLAIM
Counterclaimants AmeriGuard Security Services, Inc. (Nevada) (“AGSS”), Douglas Anderson, and Gen. Russel Honoré, bring this Counterclaim against Counterdefendants Lawrence D. Garcia (“Counterdefendant Garcia”), Wilhelm Cashen (“Counterdefendant Cashen”), Terrence Slatic (“Counterdefendant Slatic”), and Michael Goossen (“Counterdefendant Goossen”), and alleges as follows:
INTRODUCTION
1. AGSS is a publicly traded company, incorporated in Nevada. It specializes in providing on-premises security services for residential and commercial properties. As part of its business, AGSS provides armed security services to federal agencies, including but not limited to the Social Security Administration in North Carolina.
2. Until recently, Counterdefendant Garcia served as the President and Chief Executive Officer (“CEO”), but was rightfully removed on June 12, 2025 after the Board discovered his unauthorized and unlawful actions.
3. Over the past six months, Counterdefendant Garcia, with the assistance of Counterdefendants Goossen, Cashen, and Slatic, successfully concealed his personal criminal matters from the governing Board, improperly transferred over $30,000 to a third-party consultant in direct violation of Board procedures, concealed the suspension of his North Carolina business license from the Board, unlawfully attempted to expand the Board beyond the number of permitted seats, and unlawfully attempted to remove Board of Director Members Douglas Anderson (“Director Anderson”) and Russel Honoré (“Director Honoré).
4. Despite the Board’s efforts to halt Counterdefendants Garcia, Goossen, Cashen, and Slatic’s actions, each continues to engage in unlawful and unauthorized activity purportedly in the name of AGSS.
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5. Counterdefendants’ actions have already caused AGSS immediate and irreparable harm, including a significant decline in AGSS’ stock price.
6. If Counterdefendants continue to act without regard for AGSS, further harm is imminent.
7. Accordingly, the Counterclaimants bring this Counterclaim and seek monetary damages, declaratory relief, and injunctive relief to stop Counterdefendants’ ongoing misconduct.
PARTIES
8. AGSS is incorporated in Nevada, with its principal place of business at in Fresno, California. AGSS specializes in the installation, service, and monitoring of on-premises security systems for residential and commercial properties. As part of its business, AGSS provides armed security services to federal agencies, including but not limited to the Social Security Administration in North Carolina.
9. Douglas Anderson (“Director Anderson”) and Gen. Russel Honoré (“Director Honoré”) (collectively the “Directors”) are Directors of AGSS.
10. AGSS is a publicly traded company on the OTCXQ market, with the stock ticker “AGSS.”
11. Upon information and belief, Counterdefendant Garcia is a citizen of California. Counterdefendant Garcia was the President and Chief Executive Officer (“CEO”) of AGSS until June 12, 2025. On June 12, 2025, Counterdefendant Garcia was removed from his position as President and CEO.
12. Per an Amended List improperly filed with the Nevada Secretary of State by or at the direction of Counterdefendant Garcia in the name of AGSS on June 10, 2025, Counterdefendant Garcia’s address was provided as “8400 W SUNSET ROAD, SUITE 300-221” in Las Vegas, Nevada 89113.
13. Upon information and belief, Counterdefendant Cashen is a California citizen. Upon information and belief, Counterdefendant Cashen is affiliated with Tesla Foundation and a friend of Counterdefendant Garcia.
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14. Per an Amended List improperly filed with the Nevada Secretary of State by or at the direction of Counterdefendant Garcia in the name of AGSS on June 12, 2025, Counterdefendant Cashen’s address was provided as “8400 W SUNSET ROAD, SUITE 300-221” in Las Vegas, Nevada 89113.
15. Upon information and belief, Counterdefendant Slatic is a California citizen.
16. Per an Amended List improperly filed with the Nevada Secretary of State by or at the direction of Counterdefendant Garcia in the name of AGSS on June 12, 2025, Counterdefendant Slatic’s address was provided as “8400 W SUNSET ROAD, SUITE 300-221” in Las Vegas, Nevada 89113.
17. Upon information and belief, Counterdefendant Goossen is a California citizen. Counterdefendant Goossen has had various roles at AGSS. Until December 7, 2023, Counterdefendant Goossen served as Chief Financial Officer. From December 7, 2023 to May 31, 2025, Counterdefendant Goossen served as Senior Controller. Since May 31, 2025, Counterdefendant Goossen has served as Senior Financial Accountant.
JURISDICTION AND VENUE
18. This Court has subject matter jurisdiction pursuant to Article 6, § 6(1) of the Nevada Constitution.
19. This Court has personal jurisdiction over Counterdefendant Garcia because, upon information and belief, he is a citizen and resident of Nevada.
20. This Court has personal jurisdiction over Counterdefendants Cashen, Slatic, and Goossen because this cause of action arises from Counterdefendants Cashen, Slatic, and Goossen’s specific actions in Nevada, which caused damage to a Nevada corporation. Counterdefendants Garcia, Cashen, and Slatic were each identified with a Las Vegas, Nevada address in corporate filings purportedly made in AGSS’ name.
21. Venue is proper pursuant to NRS 13.010(1) because Section 9.2 of AGSS’ bylaws require any action to be commenced in this district.
22. Venue is also proper as AGSS’ Articles of Incorporation require that “internal actions” be brought in a Clark County, Nevada court.
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FACTUAL ALLEGATIONS
| A. | Establishing a Three-Member Board and Important Board Committees |
23. Pursuant to AGSS’ bylaws, AGSS is managed by and at the direction of a Board of Directors (“Board”). Under Section 3.1 of the bylaws, the Board of Directors must consist of “not less than one nor more than nine members” and “the exact number. . .shall be fixed from time to time by the Board of Directors.”
24. Section 3.8 of the bylaws permits any action to be taken upon written consent of all members of the Board.
25. On June 14, 2023, pursuant to Section 3.8, all members of the Board agreed to fix the size of the Board to three (3) members. At this time, the Board consisted of two independent directors, (1) Director Anderson, (2) Director Honoré, and (3) Counterdefendant Garcia, who also served as President and CEO of AGSS.
26. The fixed size of the Board at three (3) members remains in effect to date and has not been changed or modified by the Board.
27. On June 14, 2023, in addition to fixing the size of the Board to three (3) members, the Board also unanimously agreed to the creation of a Compensation Committee and Audit Committee. Director Anderson and Director Honoré were appointed to serve on both committees.
28. The Board tasked the Audit Committee with, among other items, assisting the Board with their oversight responsibilities. The Audit Committee’s purpose is, in relevant part, to ensure integrity of AGSS in all its actions, including financial disclosures and legal or regulatory obligations.
29. The Compensation Committee was established to assist the Board in discharging its responsibility of overseeing compensation over AGSS’ executive officers and directors. The Board tasked the Compensation Committee with, among other responsibilities, approving fees and retention terms for any consultants or advisors hired by AGSS.
30. Pursuant to this authority, in December 2023, the Compensation Committee determined that any consultant or service provider must be approved by the Compensation Committee prior to hiring. The Compensation Committee was only permitted to approve a service provider after independent due diligence. Thus, no service provider could be hired or provided payment without the approval of the Compensation Committee.
31. Director Anderson and Director Honoré have served on the Compensation Committee and Audit Committee since their inception and continue to serve on these Committees to the present date.
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| B. | Counterdefendant Garcia Fails to Disclose to Independent Board Members Criminal Charges Brought Against Him and the Suspension of His North Carolina Business License |
32. Upon information and belief, on or about December 16, 2024, Counterdefendant Garcia was arrested. This resulted in criminal proceedings with Docket No. M25904395 in Fresno County Superior Court in Fresno, California.
33. At the time of his December 16, 2024 arrest, Counterdefendant Garcia served as President and CEO of AGSS.
34. As President and CEO of AGSS, Counterdefendant Garcia had an obligation to inform the Board, specifically the Audit Committee, of this action. He failed to do so.
35. On or about January 31, 2025, the Board met for the first 2025 meeting, but Counterdefendant Garcia did not disclose his December 2024 criminal proceeding.
36. On or about March 28, 2025, the Board met for the second time in 2025. The meeting minutes indicate that the independent members, Director Anderson and Director Honoré, specifically asked Counterdefendant Garcia “to confirm that there [were] no material events or actions that could affect the corporation.” According to the minutes, Counterdefendant Garcia “confirmed that there were no material events or actions that could affect the corporation.”
37. On or about May 8, 2025, the Board met for a third time in 2025. The meeting minutes indicate that the independent members, Director Anderson and Director Honoré, specifically asked Counterdefendant Garcia “to confirm that there [were] no material events or actions that could affect the corporation.” According to the minutes, Counterdefendant Garcia “confirmed that there were no material events or actions that could affect the corporation.”
38. On or about May 19, 2025, Counterdefendant Garcia had his security guard and patrol business license (“business license”) suspended by the North Carolina Private Protective Services Board. This license is material to AGSS’ business providing armed security to the Social Security Administration in North Carolina.
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39. As President and CEO of AGSS, Counterdefendant Garcia had an obligation to inform the Board, specifically the Audit Committee, of this action. He failed to do so.
40. On or about May 30, 2025, the Board met for a fourth time in 2025. Like former meetings, the meeting minutes indicate that the independent members, Director Anderson and Director Honoré, specifically asked Counterdefendant Garcia “to confirm that there [were] no material events or actions that could affect the corporation.” According to the minutes, Counterdefendant Garcia “confirmed that there were no material events or actions that could affect the corporation.”
41. Although the May 30, 2025 meeting occurred more than five months after the initiation of his criminal proceeding in Fresno County, California, Counterdefendant Garcia still failed to disclose this material information to Director Anderson and Director Honoré.
42. In addition, on May 30, 2025, Counterdefendant Garcia knew his security guard and patrol business license in North Carolina was suspended but failed to disclose this material information to Director Anderson and Director Honoré. Counterdefendant Garcia knew that this license was material to AGSS’ business providing armed security to the Social Security Administration in North Carolina.
43. To date, Counterdefendant Garcia has never disclosed this suspension to Director Anderson and Director Honoré. Director Anderson and Director Honoré only became aware of this suspension upon their own reasonable investigation of Counterdefendant Garcia’s unlawful and unauthorized actions in anticipation of filing these counterclaims.
44. As a result of Counterdefendant Garcia’s failure to disclose, Counterdefendant Garcia caused one or more public filings to be submitted to government entities stating there were “no material events or actions that could affect the corporation.”
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| C. | Counterdefendants Garcia and Goossen’s Improper Payments to Tesla Foundation and/or Counterdefendant Cashen |
45. During the May 30, 2025 Board meeting, AGSS’ CFO identified unauthorized payments to Tesla Foundation from February to May 2025. Counterdefendant Garcia suggested that these payments were for “one marketing seminar.” When Director Anderson challenged Counterdefendant Garcia’s assertion, Garcia responded that these payments identified by the CFO were a series of payments that took the nature of consulting payments and identified, for the first time, Counterdefendant Cashen as his “friend with some level of experience.”
46. Upon information and belief, at least $30,000 was paid to the Tesla Foundation and/or Counterdefendant Cashen between February and May of 2025.
47. The Tesla Foundation was not a pre-approved service provider by the Compensation Committee. As such, Counterdefendant Goossen and Counterdefendant Garcia should not have retained Tesla Foundation, and no payments should have been made to the Tesla Foundation and/or Counterdefendant Cashen.
48. Upon information and belief, Counterdefendant Garcia instructed Counterdefendant Goossen to make the payments to Tesla Foundation and/or Counterdefendant Cashen without receiving prior approval from the Compensation Committee. Upon information and belief, Counterdefendant Goossen followed Counterdefendant Garcia’s instructions and made these improper payments.
49. Upon information and belief, Counterdefendant Garcia and Goossen knew such payments were contrary to the required procedures for payments to third-party consultants.
50. Upon information and belief, Counterdefendant Garcia has also authorized payments to one or more entities he entirely owns or controls without properly seeking approvals from the Compensation Committee.
51. The Compensation Committee met on or around May 30, 2025 after it learned of the payments to Counterdefendant Cashen and/or the Tesla Foundation.
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| D. | The Board’s Actions in Response to the Improper Payments |
52. On or about May 31, 2025, the Compensation Committee unanimously agreed to cease any further payments to the Tesla Foundation and/or Counterdefendant Cashen because the Tesla Foundation was never approved by the Compensation Committee, per the required protocols.
53. The Compensation Committee also unanimously agreed that no information should be shared with the Tesla Foundation and/or Counterdefendant Cashen.
54. The Compensation Committee further agreed that neither Tesla Foundation nor Counterdefendant Cashen were authorized to represent or advise AGSS.
55. In addition, in light of Counterdefendant Goossen’s role in authorizing and facilitating improper payments, the Compensation Committee agreed to change Counterdefendant Goossen’s role from Senior Controller to Senior Financial Accountant.
56. Under his role as Senior Financial Accountant, Counterdefendant Goossen was prohibited from representing AGSS, soliciting any outside investor, third-party investor, or investment bank on behalf of AGSS, and entering into any contracts hiring any employee, consultant, or third party on behalf of AGSS.
57. Under his new title, Counterdefendant Goossen’s scope of responsibilities was limited to bookkeeping, providing accurate calculations to billing clients, accounting, financial statement preparation, and assisting compliance personnel with required reporting and disclosure obligations.
58. On or about June 2, 2025, Director Anderson and Director Honoré, in their capacity as members of the Compensation and Audit Committee sent a letter to Counterdefendant Goossen (i) directing Counterdefendant Goossen to cease all payments to the Tesla Foundation and/or Counterdefendant Cashen and (ii) informing Counterdefendant Goossen of his new role as Senior Financial Accountant. Counterdefendant Goossen was also directed to turn over the control of all accounts to the CFO. Counterdefendant Goossen has not complied.
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| E. | The Board’s Response to Counterdefendant Garcia’s Criminal Proceeding |
59. Counterdefendant Garcia never disclosed his December 2024 arrest to either Director Anderson or Director Honoré.
60. On or about June 5, 2025, after discovering this criminal matter, Director Anderson or Director Honoré, in their capacities as members of the Audit Committee, immediately sent a letter to Counterdefendant Garcia requesting additional information, such as a copy of the case information, a description of the offenses, and an arrest date, to investigate whether the criminal matter was material. The letter requested a response within 24 hours.
61. Counterdefendant Garcia failed to respond.
62. On or about June 8, Director Anderson and Director Honoré, in their capacities as members of the Audit Committee, sent a second letter to Counterdefendant Garcia. This letter reiterated their requests for additional information on the criminal matter to investigate whether the criminal matter was material. The letter requested a response by close of business on June 9, 2025.
63. Counterdefendant Garcia never responded to this second letter.
64. As of the date of this filing, Counterdefendant Garcia still has not provided a response to either letter.
| F. | Counterdefendant Garcia, Cashen, and Slatic Attempt to Improperly Increase Board Size |
65. On or about June 12, Counterdefendant Garcia sent Director Anderson and Director Honoré a signed “Written Action,” purporting to appoint Counterdefendants Cashen and Slatic to the Board. Such an action was intended to increase the Board from three members to five members.
66. Despite the June 14, 2023, action fixing the size of the Board to three members, Counterdefendant Garcia claimed his attempt to increase the Board seats was permissible.
67. On June 12, 2025, the Audit Committee immediately removed Counterdefendant Garcia from his role as President and CEO of AGSS. Director Anderson was named as Interim President & CEO and Jason Bovell as Secretary, Treasurer, and Chief Financial Officer.
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68. Despite being removed as President and CEO, on June 12, 2025, Counterdefendant Garcia proceeded to file an “Amended List” with the Nevada Secretary of State, fraudulently stating that Counterdefendants Cashen and Slatic were Board members at AGSS.
69. Upon information and belief, Counterdefendants Garcia, Cashen, and Slatic knew the attempt at a unilateral appointment of Counterdefendants Cashen and Slatic to the Board violated the June 14, 2023 action fixing the size of the Board to three (3) members.
70. Upon information and belief, Counterdefendants Garcia, Cashen, and Slatic knew attempting to appoint Counterdefendants Cashen and Slatic to the Board was unauthorized, invalid, and unlawful.
| G. | The Board Responds to Counterdefendants’ Ongoing Actions |
71. Despite being removed as President and CEO on June 12, 2025, Counterdefendant Garcia has continued to attempt to act on behalf of AGSS as CEO.
72. On June 13, 2025, Counterdefendant Garcia unlawfully signed a contract with the Social Security Administration Office in North Carolina to extend armed security services. At this time, Counterdefendant Garcia had no authority to act on behalf of AGSS.
73. On June 18, 2025, AGSS sent a cease-and-desist letter to Counterdefendant Garcia, demanding he cease his unlawful actions in attempting to act on behalf of AGSS.
74. On June 18, 2025, AGSS sent a cease-and-desist letter to Counterdefendants Cashen and Slatic, demanding they cease all actions on behalf of AGSS, as their purported appointment lacked merit and was without effect.
75. On June 18, 2025, AGSS sent a cease-and-desist letter to Counterdefendant Goossen, demanding that he cease all unauthorized activities purportedly taken in the name of AGSS, including but not limited to following Counterdefendant Garcia’s directives regarding money transfers.
76. On or around June 20, 2025, Counterdefendant Garcia, purportedly on behalf of AGSS, attempted to remove Director Anderson and Director Honoré from their positions on the Board, including their positions on the Compensation and Audit Committees.
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77. On or around June 20, 2025, in conjunction with his unlawful attempt to remove Director Anderson and Director Honoré from their positions on the Board, Counterdefendant Garcia, purportedly on behalf of AGSS, authorized a press release, announcing that Counterdefendant Garcia had removed Director Anderson and Director Honoré from the AGSS Board and appointed Counterdefendants Cashen and Slatic.1 Upon information and belief, Counterdefendant Garcia is continuing to make similar false representations, purportedly on behalf of AGSS.
78. On or about June 20, 2025, Counterdefendants Cashen and Slatic, purportedly in their roles as members of the Board and on behalf of AGSS, unlawfully attempted to remove Director Anderson as President and CEO and restore Counterdefendant Garcia as President and CEO.
79. Despite AGSS’ continued efforts, Counterdefendants Garcia, Cashen, Slatic, and Goossen continue to take unauthorized and unlawful actions in the name of AGSS. Among the other actions noted above, Counterdefendant Garcia filed the instant litigation putatively in the name of AGSS.
80. Upon information and belief, Counterdefendants Garcia, Cashen, Slatic, and Goossen’s actions have caused a precipitous decline in AGSS’ stock value.
81. Upon information and belief, any continued actions by Counterdefendants Garcia, Cashen, Slatic, and Goossen will continue to cause the deterioration of AGSS’ stock value.
FIRST CAUSE OF ACTION
(Breach of Fiduciary Duty)
Counterdefendant Garcia
82. Counterclaimants reallege and incorporate by reference the allegations set forth in the foregoing paragraphs as if fully set forth herein.
83. As a member the Board and CEO, Counterdefendant Garcia owed a fiduciary duty to AGSS and to the other board members.
| 1 | See Ameriguard Security Services Announces Leadership Overhaul, TIPRANKS.COM (June 20, 2025, 3:48 PM), https://www.tipranks.com/news/company-announcements/ameriguard-security- services-announces-leadership-overhaul, archived at https://perma.cc/WFH9-XY99. |
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84. Counterdefendant Garcia breached this duty in multiple ways.
85. First, Counterdefendant Garcia breached his fiduciary duty when he purposefully concealed his December 16, 2024 arrest and subsequent criminal matter to the independent members of the Board.
86. Counterdefendant Garcia had ample opportunity to disclose the criminal matter, as there were at least four Board meetings before the independent members of the Board discovered the criminal matter from other sources.
87. Counterdefendant Garcia breached his fiduciary duty in each of these meetings when he fraudulently stated that there were no material facts to disclose to the Board.
88. Second, Counterdefendant Garcia breached his fiduciary duty when he purposefully concealed the May 19, 2025 suspension of his business license from the North Carolina Private Protective Services Board.
89. On May 30, 2025, just days after the suspension of Counterdefendant Garcia’s business license, the Board met. The independent members, Director Anderson and Director Honoré specifically asked Counterdefendant Garcia “to confirm that there [were] no material events or actions that could affect the corporation.” According to the minutes, Counterdefendant Garcia “confirmed that there were no material events or actions that could affect the corporation.”
90. Third, in June 2025, Counterdefendant Garcia breached his fiduciary duty when he failed to provide information requested by the Audit Committee to investigate the criminal matter and whether the incident was material.
91. Fourth, in June 2025, Counterdefendant Garcia breached his fiduciary duty when he attempted to unlawfully appoint Counterdefendant Cashen and Counterdefendant Slatic to the Board, despite knowing that the Board was fixed at three (3) members.
92. Fifth, on or about June 20, 2020, Counterdefendant Garcia breached his fiduciary duty when he attempted to unlawfully remove Director Anderson and Director Honoré from the Board and issued a false statement regarding their removal.
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93. Counterdefendant Garcia continues to breach his fiduciary duty with each unlawful and unauthorized action he takes on behalf of AGSS, as he was removed as CEO and no longer possesses that authority.
94. Each of these actions caused harm to AGSS, including but not limited to, a decline in the value of AGSS’ stock price.
SECOND CAUSE OF ACTION
(Conversion)
Counterdefendants Garcia and Goossen
95. Counterclaimants reallege and incorporate by reference the allegations set forth in the foregoing paragraphs as if fully set forth herein.
96. Counterdefendant Garcia and Goossen coordinated to unlawfully provide over $30,000 to the Tesla Foundation and/or Counterdefendant Cashen without the required authorization of the Compensation Committee of the Board.
97. The Compensation Committee of the Board determined that any consultant or service provider must be approved by the Compensation Committee prior to hiring. The Compensation Committee was only permitted to approve a service provider after independent due diligence. Thus, no service provider could be hired or provided payment without the approval of the Compensation Committee.
98. When Counterdefendant Garcia instructed Counterdefendant Goossen to transfer money totaling more than $30,000 in AGSS funds to Tesla Foundation and/or Defendant Cashen, despite Counterdefendant Garcia’s knowledge that this action violated the required pre-approval procedures, Counterdefendant Garcia unlawfully used AGSS funds without AGSS’ consent.
99. When Counterdefendant Goossen followed Counterdefendant Garcia’s instructions to transfer money totaling more over $30,000 in AGSS funds to Tesla Foundation and/or Counterdefendant Cashen, despite Counterdefendant Goossen’s knowledge that this transaction violated the required procedures for hiring service providers, Counterdefendant Goossen unlawfully transferred AGSS funds without AGSS’ consent.
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THIRD CAUSE OF ACTION
(Conversion)
Counterdefendants Garcia, Cashen, and Slatic
100. Counterclaimants reallege and incorporate by reference the allegations set forth in the foregoing paragraphs as if fully set forth herein.
101. Directors Anderson and Director Honoré have a legitimate and lawful right to their seats on the AGSS Board under Nevada law, the AGSS Bylaws, and the AGSS Articles of Incorporation.
102. The Boards seats are capable of precise definition and exclusive control because the Board is fixed at three seats. Director Anderson and Director Honoré have established a legitimate claim to exclusivity of two of the Board seats, as they have been lawfully appointed to these positions in accordance with Nevada law, the AGSS Bylaws, and the AGSS Articles of Incorporation.
103. On or about June 20, 2025, Counterdefendants Garcia, Cashen, and Slatic conspired to interfere with Directors Anderson and Honoré’s lawful right to their seats on the AGSS Board.
104. Directors Anderson and Honoré have suffered damage as a result of the actions of Counterdefendants Garcia, Cashen, and Slatic.
FOURTH CAUSE OF ACTION
(Fraud)
Counterdefendants Garcia, Cashen, and Slatic
105. Counterclaimants reallege and incorporate by reference the allegations set forth in the foregoing paragraphs as if fully set forth herein.
106. Counterdefendant Garcia purposefully concealed his criminal matter from the independent members of the Board.
107. Counterdefendant Garcia also purposefully concealed the suspension of his business license by the North Carolina Private Protective Services Board from the independent members of the Board.
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108. Counterdefendant Garcia was arrested on or about December 16, 2024. This resulted in criminal proceedings with Docket No. M25904395 in Fresno County Superior Court in Fresno, California.
109. After December 16, 2024, the Board had at least four Board meetings before it discovered Counterdefendant Garcia’s criminal proceeding through other sources.
110. Counterdefendant Garcia never disclosed his business license suspension to Director Anderson and Director Honoré. Director Anderson and Director Honoré only learned of this suspension during their reasonable investigation into Counterdefendant Garcia’s unlawful and unauthorized actions in anticipation of filing these counterclaims.
111. On or about January 31, 2025, the Board met for their first meeting in 2025. Despite the opportunity to do so, Counterdefendant Garcia did not disclose his December 2024 criminal proceeding.
112. On or about March 28, 2025, and May 8, 2025, the Board met for their second and third meetings in 2025. At each of these meetings, Counterdefendant Garcia was directly asked if there was any material information to disclose to the independent board members. On each of these occasions, Counterdefendant Garcia falsely represented, that there was no material fact, despite knowing that he had a pending criminal matter in Fresno County, California.
113. On or about May 19, 2025, Counterdefendant had his business license suspended by the North Carolina Private Protective Services Board.
114. On or about May 31, 2025, the Board met for the fourth time in 2025. During this meeting, Director Anderson and Director Honoré directly asked Counterdefendant Garcia if there was any material information to disclose that could impact the company. Counterdefendant falsely represented, that there was no material fact, despite knowing that he had a pending criminal matter in Fresno County, California and a suspended business license in North Carolina.
115. Counterdefendant Garcia intended to mislead the Audit Committee to prevent further investigation into his criminal matter and business license suspension.
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116. The independent Board members, Director Anderson and Director Honoré, reasonably relied upon Counterdefendant Garcia’s statements because Counterdefendant Garcia had a fiduciary duty to disclose any material facts.
117. Director Anderson and Director Honoré reasonably believed that Counterdefendant Garcia would abide by his fiduciary duties and immediately disclose any material facts that could impact AGSS.
118. Counterclaimants’ reliance on Counterdefendant Garcia’s statements regarding the lack of material information that could affect the company caused AGSS damage, including but not limited to the unexpected decline in AGSS’ stock price.
119. On or about June 12, 2025, Counterdefendant Garcia, Cashen, and Slatic falsely submitted an Amended List with the Nevada Secretary of State indicating that Counterdefendants Cashen and Slatic were Board members.
120. Counterdefendant Garcia, Cashen and Slatic knew that such statement was false, as each knew that the Board fixed the number of seats to three (3) and additional seats could not be added pursuant to a “Written Action” by Counterdefendant Garcia.
121. By filing this false Amended List, Counterdefendants Garcia, Cashen, and Slatic intended to mislead the State of Nevada.
122. Counterclaimants suffered harm as a result of this false filing as there is false information on the public record and such actions have caused a decline in AGSS’ stock price.
123. On or about June 20, 2025, Counterdefendant Garcia, in conjunction with Counterdefendants Cashen and Slatic, authorized a press release, falsely stating that Counterdefendant Garcia had removed Director Anderson and Director Honoré from the AGSS Board and appointed Counterdefendants Cashen and Slatic.
124. By authorizing this press release, Counterdefendants Garcia, Cashen, and Slatic intended to mislead the public, including but not limited to AGSS’ shareholders.
125. Counterclaimants suffered harm as a result of this false press release as there is false information on the public record and such actions have caused a continued decline in AGSS’ stock price.
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FIFTH CAUSE OF ACTION
(Declaratory Relief)
Counterdefendants Garcia, Goossen, Cashen, and Slatic
126. Counterclaimants reallege and incorporate by reference the allegations set forth in the foregoing paragraphs as if fully set forth herein.
127. There is a justiciable controversy between Counterclaimants and Counter-defendants Garcia, Goossen, Cashen, and Slatic.
128. There are adverse interests between Counterclaimants, on one hand, and Counterdefendants Garcia, Goossen, Cashen, and Slatic, on the other.
129. Counterclaimants have a legal interest in this justiciable controversy.
130. The issues involved in this controversy—such as, without limitation, whether Counterdefendant Garcia’s actions to unilaterally expand the size of the AGSS Board were inappropriate and unlawful and whether the removal Director Anderson and Director Honoré from the Board were unauthorized and unlawful —are ripe for judicial determination.
131. Among other things, Counterclaimants seek declaratory relief to declare (i) Counterdefendant Garcia’s actions following his legitimate termination as CEO as inappropriate, unlawful, and without legal effect, (ii) declare the transfers of funds that Counterdefendants Cashen and Goossen facilitated to the Tesla Foundation improper, (iii) declare Counterdefendants Cashen’s and Slatic’s appointment to the AGSS Board inappropriate, unlawful, and without legal effect, (iv) declare the purported removal of Director Anderson and Director Honoré from the Board as inappropriate, unlawful, and without legal effect, and (v) declare the purported removal of Director Anderson as President & CEO and restoration of Counterdefendant Garcia as President & CEO as inappropriate, unlawful, and without legal effect.
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SIXTH CAUSE OF ACTION
(Injunctive Relief)
Counterdefendants Garcia, Cashen, and Slatic
132. Counterclaimants reallege and incorporate by reference the allegations set forth in the foregoing paragraphs as if fully set forth herein.
133. Counterclaimants have a reasonable probability of success on the merits of their claims.
134. Counterclaimants are suffering irreparable harm as Counterdefendant Garciaimproperly appointed new board members, made unauthorized transfers of funds, and continues to act as CEO without lawful authority. Counterclaimants are further suffering irreparable harm by Counterdefendant Garcia’s false statements, including but not limited to a press release Counterdefendant Garcia issued and/or authorized on or around June 20, 2025.
135. There are no hardships that would cut against the availability of injunctive relief.
136. As AGSS is a publicly traded company, the injunction would benefit the investing public to preserve the status quo following Counterdefendant Garcia’s legitimate termination as CEO of AGSS and prior to his improper appointment of Counterdefendants Cashen and Slatic to the AGSS Board.
PRAYER FOR RELIEF
WHEREFORE, Counterclaimants respectfully request that the Court grant the following relief:
| A. | Enter judgment in Counterclaimants’ favor and against Counterdefendants; |
| B. | Preliminarily and permanently enjoin Counterdefendants from engaging in any further unlawful and unauthorized action on behalf of AGSS; |
| C. | Preliminarily and permanently enjoin Counterdefendants from issuing untrue, unauthorized, and inaccurate statements on behalf of AGSS; |
| D. | Declaratory relief finding that the actions of Counterdefendants were unlawful, inappropriate, and without legal effect; |
| E. | Award Counterclaimants all direct and incidental damages resulting from Counterdefendants’ breach of fiduciary duties, conversion of AGSS assets, and fraud; |
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| F. | Award Counterclaimants such other damages and relief as are fair and reasonable based upon the evidence presented at trial, including punitive damages; |
| G. | Award Counterclaimants any other relief as this Court deems just and equitable. |
| Dated: June 23, 2025 | KING SCOW KOCH DURHAM, LLC | |
| By: | /s/ David Koch | |
| Barak Cohen, Pro hac vice forthcoming | ||
| [email protected] | ||
| PERKINS COIE LLP | ||
| 700 Thirteenth Street, N.W., Suite 800 | ||
| Washington, D.C. 20005-3960 | ||
| Telephone: 202.654.6200 | ||
| Facsimile: 202.654.6211 | ||
| David Koch, Nevada Bar No. 8830 | ||
| [email protected] | ||
| KING SCOW KOCH DURHAM LLC | ||
| 11500 S. Eastern Avenue, Suite 210 | ||
| Henderson, Nevada 89052 | ||
| Telephone: 702.833.1100 | ||
| Facsimile: 702.833.1107 | ||
| Attorneys for Defendants Douglas Anderson and Gen. Russel Honoré and Counterclaimants AmeriGuard Security Services, Inc. (Nevada), Douglas Anders, and Gen. Russell Honoré | ||
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CERTIFICATE OF SERVICE
I hereby certify that on this date, June 23, 2025, I served the foregoing ANSWER AND COUNTERCLAIM, by electronic service through the Notice of Electronic Filing automatically generated by the Court’s facilities to those parties listed on the Court’s Master Service List.
Executed on June 23, 2025 at Henderson, Nevada.
| /s/ Andrea W. Eshenbaugh | ||
| An Employee of King Scow Koch Durham |
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Exhibit 10.4
ELECTRONICALLY SERVED
6/26/2025 9:29 AM
David Koch, Nevada Bar No. 8830
KING SCOW KOCH DURHAM LLC
11500 S. Eastern Avenue, Suite 210
Henderson, Nevada 89052
Telephone: 702.833.1100
Facsimile: 702.833.1107
Barak Cohen, Pro hac vice pending
PERKINS COIE LLP
700 Thirteenth Street, N.W., Suite 800
Washington, D.C. 20005-3960
Telephone: 202.654.6200
Facsimile: 202.654.6211
Attorneys For Defendants Douglas Anderson and Gen. Russel
Honoré and Counterclaimants AmeriGuard Security Services, Inc.
(Nevada), Douglas Anderson and Gen. Russel Honoré
EIGHTH JUDICIAL DISTRICT COURT
CLARK COUNTY, NEVADA
| Case No. A-25-921392-B | ||
| AMERIGUARD SECURITY SERVICES, INC., | ||
| a Nevada corporation; LAWRENCE GARCIA, | Department IX | |
| an individual, | ||
| Plaintiffs, | ||
| COUNTERCLAIMANTS’ | ||
| vs. | APPLICATION FOR TEMPORARY | |
| RESTRAINING ORDER ON ORDER | ||
| DOUGLAS ANDERSON, an individual; | SHORTENING TIME AND MOTION | |
| RUSSEL HONORE, an individual; DOES 1 | FOR PRELIMINARY INJUNCTION | |
| through 10, inclusive; and ROE ENTITIES I | ||
| through X, inclusive, | ||
| Defendants. | ||
| HEARING REQUESTED ON | ||
| AMERIGUARD SECURITY SERVICES, INC. | SHORTENED TIME | |
| (NEVADA), DOUGLAS ANDERSON, and | ||
| GEN. RUSSEL HONORÉ | ||
| Counterclaimants, | ||
| v. | ||
| LAWRENCE D. GARCIA, an individual, | ||
| WILHELM CASHEN, an individual, | ||
| TERRENCE SLATIC, an individual, and | ||
| MICHAEL GOOSSEN, an individual, | ||
| Counterdefendants. |
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Case Number: A-25-921392-B
Counterclaimants, AMERIGUARD SECURITY SERVICES, INC. (NEVADA) (“AGSS”), DOUGLAS ANDERSON (“Director Anderson”), and GENERAL RUSSEL HONORÉ (“Director Honoré”), by and through their counsel of record, hereby seek a temporary restraining order and preliminary injunction against Counterdefendants Lawrence D. Garcia (“Counterdefendant Garcia”), Wilhem Cashen (“Counterdefendant Cashen”), Terrence Slatic (“Counterdefendant Slatic”), and Michael Goossen (“Counterdefendant Goossen”):
1. Prohibiting the appointment of Counterdefendants Cashen and Slatic to the Board of Directors (“Board”), including any position on the Compensation and Audit Committees;
2. Prohibiting Counterdefendants Cashen and Slatic from assuming Board positions, including any position on the Compensation and Audit Committees;
3. Prohibiting the removal of Board members Director Anderson and Director Honoré from the Board;
4. Prohibiting the reinstitution of Counterdefendant Garcia as Chief Executive Officer (“CEO”) of AGSS;
5. Prohibiting Counterdefendants Garcia, Cashen, and Slatic from making or publishing any further false statements regarding their purported positions at and on the Board of AGSS,
6. Prohibiting Counterdefendants Garcia, Cashen, and Slatic from taking any further action on behalf of AGSS,
7. Prohibiting Counterdefendants Garcia, Cashen, Slatic, and Goosen from deleting any relevant documents related to this matter in accordance with the Formal Document Preservation Demand that each Defendant received on June 18, 2025; and
8. Requiring Counterdefendants Garcia, Cashen, Slatic, and Goossen to comply with the Formal Document Preservation Demand.
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This Motion intends to maintain the status quo and to prevent irreparable harm to AGSS while this case is pending. This Motion is made pursuant to Rule 65 of the Nevada Rules of Civil Procedure, NRS 33.010, and EDCR 5.520 and is based on the attached Memorandum of Points and Authorities, all papers and pleadings on file herein, and any oral or documentary evidence that may be asserted at the hearing on this matter.
Dated: June 25, 2025
| By: | /s/ David Koch | |
| David Koch, Nevada Bar No. 8830 | ||
| [email protected] | ||
| KING SCOW KOCH DURHAM LLC | ||
| 11500 S. Eastern Avenue, Suite 210 | ||
| Henderson, Nevada 89052 | ||
| Telephone: 702.833.1100 | ||
| Facsimile: 702.833.1107 | ||
| Barak Cohen, Pro hac vice pending | ||
| [email protected] | ||
| PERKINS COIE LLP | ||
| 700 Thirteenth Street, N.W., Suite 800 | ||
| Washington, D.C. 20005-3960 | ||
| Telephone: 202.654.6200 | ||
| Facsimile: 202.654.6211 | ||
| Attorneys for Defendants Douglas | ||
| Anderson and Gen. Russel Honoré and | ||
| Counterclaimant AmeriGuard Security | ||
| Services, Inc. (Nevada) |
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DECLARATION OF DAVID KOCH IN SUPPORT OF
ORDER SHORTENING TIME FOR HEARING ON
APPLICATION FOR TEMPORARY RESTRAINING ORDER
I, David R. Koch, declare and state as follows:
1. I am an attorney licensed to practice law in the State of Nevada and am attorney of record for Defendants/Counterclaimants Douglas Anderson, Gen. Russel Honore, and AmeriGuard Security Services, Inc. (collectively, “Counterclaimants”) in this matter. I make this declaration in support of Counterclaimants’ Application for Temporary Restraining Order on Order Shortening Time and Motion for Preliminary Injunction.
2. The relief sought through the temporary restraining order is limited in scope and is intended primarily to preserve the current composition of the Board of Directors of AmeriGuard Security Services, Inc. (“AGSS”). The requested TRO will prevent any unauthorized interference with the corporate governance of AGSS by maintaining the status quo and preventing recently and improperly appointed purported board members from exercising authority or taking actions detrimental to the corporation and its stakeholders.
3. As set forth in detail in the accompanying application, Counterdefendant Garcia has recently undertaken unauthorized actions in attempt to alter the composition of the AGSS Board of Directors. Among other actions, Garcia submitted an Amended List of Directors to the Nevada Secretary of State without proper authority or legal justification. If immediate injunctive relief is not granted, these improperly designated individuals may attempt to act on behalf of AGSS in violation of its governing documents and applicable Nevada law.
4. This matter should be heard on shortened time to ensure that the relief requested is effective without further harm to AGSS or its shareholders. Garcia’s ongoing actions, if left unchecked, pose an imminent threat to the company’s operations and corporate stability.
I declare under penalty of perjury under the laws of the State of Nevada that the foregoing is true and correct to the best of my knowledge.
Executed this 25th day of June, 2025.
| /s/ David R. Koch | |
| David R. Koch |
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ORDER SHORTENING TIME
Based on the Declaration of counsel and good cause appearing, IT IS ORDERED that COUNTERCLAIMANTS’ APPLICATION FOR TEMPORARY RESTRAINING ORDER ON ORDER SHORTENING TIME AND MOTION FOR PRELIMINARY INJUNCTION shall be heard on the 2nd day of July, 2025 at the hour of 1:30 PM in Department 9.
Dated this 26th day of June, 2025
| /s/ Maria Gall | |
| F34 DA1 42E4 9841 | |
| Maria Gall | |
| District Court Judge |
| The hearing date/time may be changed by stipulation and order; the court is available at 1:30 PM any day next week, 6/30-7/3 or the following week, 7/7-7/10. | |
| Plaintiffs/Counterdefendants may file a written opposition at least 24 hours in advance of the hearing or they may argue their position without a written filing. | |
| The court intends that the TRO hearing will be argument only (i.e., no witness testimony). Depending on the TRO hearing, the court may hold an evidentiary hearing on the PI motion. | |
| Defendants/Counterclaimants need to file the declaration/exhibits supporting the TRO/PI motion into the record. | |
| Please bring copies of proposed orders either granting or denying the TRO to the hearing so that the court can potentially enter one or the other, with possible interlineations. |
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MEMORANDUM OF POINTS AND AUTHORITIES
I. INTRODUCTION
AGSS is a Nevada corporation that among other things, provides armed guard services to government agencies, transportation services to the Veterans Administration, and monitoring of on-premises security systems for residential and commercial properties. As part of its business, AGSS provides armed security services to federal agencies, including but not limited to offices of the Social Security Administration in North Carolina. AGSS is publicly traded on the OTCXQ market under the stock ticker “AGSS.”
Pursuant to AGSS’ bylaws, AGSS is managed and directed by a Board of Directors (“Board”). In June 2023, the Board was fixed to three (3) members, and this remains to date. At that time and until recently, the Board consisted of two independent directors, (1) Director Anderson and (2) Director Honoré and (3) Counterdefendant Garcia, who also served as President and Chief Executive Officer (“CEO”) of AGSS.
In recent months, Counterdefendant Garcia, in concert with Counterdefendants Cashen, Slatic, and Goossen, has acted in blatant disregard of his fiduciary duties and the law. These unlawful and unauthorized actions include, but are not limited to, purposefully concealing from the independent Board members his arrest, subsequent criminal proceedings, and suspension of his North Carolina business license for months, suspiciously directing Counterdefendant Goossen to transfer over $32,000 in AGSS funds to a third-party consultant and his friend, Counterdefendant Cashen, in direct violation of Board policies, and attempting to expand the Board beyond its permitted number. Counterdefendant Garcia undertook these actions with the intention to mislead the Board and prevent further investigation into his improper and unlawful actions by the independent Board members. Quite simply, Counterdefendant Garcia intentionally and brazenly engaged in repeated unlawful actions to conceal material information to the Board.
On June 12, 2025, after careful consideration, Director Anderson and Director Honoré properly removed Counterdefendant Garcia from his role as President and CEO of AGSS. Despite his removal and his utter lack of authority to make any decisions on behalf of AGSS, Counterdefendant Garcia continues to wreak havoc and turmoil on the company. He claims his authority derives from his majority ownership of AGSS, but such a claim has no basis in AGSS’ governing documents. In the days since June 12, 2025, Counterdefendant Garcia, in conjunction with Counterdefendants Cashen and Slatic, has unlawfully signed a contract purportedly in the name of AGSS, attempted to remove Director Anderson and Director Honoré from their position on the Board and replace them with Counterdefendants Cashen and Slatic, attempted to reinstate himself as President and CEO of AGSS, filed an unauthorized and inaccurate Amended List with the Nevada Secretary of State claiming Counterdefendants Cashen and Slatic are Board members, and authorized the publishing of a fraudulent statement regarding the restructuring of the Board at AGSS. Counterdefendants’ actions have jeopardized the market value of the company and minority shareholders’ shares.
Counterdefendants’ actions to date are nothing short of an unlawful coup and usurpation of power. To prevent any further action by Counterdefendants and restore the Board with its lawful, and rightful members, AGSS respectfully asks this Court to enter a temporary restraining order prohibiting any action taken by Counterdefendants from taking effect and preventing any further action by Counterdefendants purportedly on behalf of AGSS, and thereafter enter a preliminary injunction to preserve the status quo while this litigation is pending.
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II. BACKGROUND
| A. | Key Requirements According to Bylaws and the Compensation Committee |
Two AGSS requirements frame Counterdefendant Garcia’s improper activities.
1. The Board Cannot Be Expanded Unilaterally.
First, Counterdefendant Garcia is barred from expanding the Board. Under Section 3.1 of the AGSS Bylaws, the governing Board must consist of “not less than one nor more than nine members” and “the exact number. . .shall be fixed from time to time by the Board of Directors.” Declaration of Barak Cohen (“Cohen Decl.”), 2, Ex. A. Under Section 3.8, the Board may take any action upon written consent of all members of the Board. Id. (“[A]ny action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.”).
On June 14, 2023, pursuant to Section 3.8 and 3.1, all members of the Board agreed to fix the size of the Board to three (3) members. Cohen Decl., 3, Ex. B. (“[T]he Board desires to. . . fix the Board of Directors size to three (3) directors ”). At the time, the Board consisted of Director Anderson, an independent director, Director Honoré, an independent director, and Counterdefendant Garcia, who also served as the President and Chief Executive Officer. The fixed size of the Board has not been changed or modified by the Board, and this fixed size remains set at three (3) individuals.
In addition to fixing the size of the Board to three (3) members, the Board also unanimously agreed to the creation of a Compensation Committee and Audit Committee. Id. The Audit Committee’s purpose is, in relevant part, to ensure integrity of AGSS in all its actions, including financial disclosures and legal or regulatory obligations. Id., 4, Ex. C. The Board tasked the Audit Committee with, among other items, assisting the Board with their oversight responsibilities. The Compensation Committee’s purpose is to assist the Board in discharging its responsibility of overseeing compensation over AGSS’ executive officers and directors. The Board tasked the Compensation Committee with, among other responsibilities, approving fees and retention terms for any consultants or advisors hired by AGSS. Id., 5, Ex. D. Director Anderson and Director Honoré were appointed to serve on both committees. Id., 3, Ex. B. They have served on both committees since their inception and continue to serve on these committees to present date.
2. The Compensation Committee Requires Pre-Approval for Consultants
Second, Counterdefendant Garcia may not hire outside service providers without Board approval. In December 2023, pursuant to their authority under the Compensation Committee Charter, see Id., 5, Ex. D, the Compensation Committee determined that any consultant or service provider must be approved by the Compensation Committee prior to that vendor’s hiring. Under these terms, the Compensation Committee was only permitted to approve a service provider after independent due diligence. Thus, after December 2023, no service provider could be hired or provided payment without the approval of the Compensation Committee.
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| B. | Counterdefendants Garcia and Goossen Unlawfully Transferred at Least $32,000 of AGSS Funds to Tesla Foundation and/or Counterdefendant Cashen |
On or around May 30, 2025, Director Anderson and Director Honoré learned of Counterdefendants Garcia and Goossen’s unlawful and unauthorized transfer of over $32,000 in AGSS funds. During the Board meeting, Counterdefendant Goossen, who at the time served in a trusted financial leadership role at the company , identified payments to Tesla Foundation between February 26, 2025 to May 29, 2025. Id., 10, Ex. I. Counterdefendant Garcia disclosed that these payments were for “consulting” or, alternatively, for “one marketing seminar.” Id. He also identified, for the first time, Counterdefendant Cashen as his “friend with some level of experience.” Id.
Counterdefendant Garcia directed Counterdefendant Goosen to make the payments, and Counterdefendant Goosen, in his words, “simply follow [ed] the instructions of the CEO.” Id., 11, Ex. J. Subsequent records showed over $32,000 paid to the Tesla Foundation and/or Defendant Cashen. Id.
This spending surprised Director Anderson and Dierctor Honoré, as the Tesla Foundation was not a pre-approved service provider by the Compensation Committee. At no point did Counterdefendants Garcia or Goossen raise this third-party consultant with the Compensation Committee. Because neither the Tesla Foundation nor Counterdefendant Cashen had been pre- approved through the required approval process, no payments should have been made to either entity.
| C. | The Board Quickly Responded to Counterdefendant Garcia’s Unlawful Money Transfers |
Director Anderson and Director Honoré, in their capacities as members of the Compensation Committee, immediately met after discovering the unauthorized payments to the Tesla Foundation and/or Defendant Cashen. On May 31, 2025, the Compensation Committee unanimously agreed to cease any further payments to the Tesla Foundation and/or Counterdefendant Cashen because the Compensation Committee never approved Tesla Foundation as a service provider, per the required protocols. Id., 13, Ex. L. The Compensation Committee also unanimously agreed that no information should be shared with the Tesla Foundation and/or Counterdefendant Cashen, and neither Tesla Foundation nor Counterdefendant Cashen were authorized to represent or advise AGSS. Id.
In light of Counterdefendant Goossen’s role in authorizing and facilitating the improper payments to the Tesla Foundation and/or Defendant Cashen, the Compensation Committee agreed to change Counterdefendant Goossen’s role form Senior Controller to Senior Financial Accountant. Id. Under his role as Senior Financial Accountant, Counterdefendant Goossen was prohibited from representing AGSS, soliciting any outside investor, third-party investor, or investment bank on behalf of AGSS, and entering into any contracts hiring any employee, consultant, or third party on behalf of AGSS. Id. His scope of responsibilities was limited to bookkeeping, providing accurate calculations to billing clients, accounting, financial statement preparation, and assisting compliance personnel with required reporting and disclosure obligations. Id.
On or about June 2, 2025, Director Anderson and Director Honoré, in their capacity as members of the Compensation and Audit Committee sent a letter to Counterdefendant Goossen (i) directing Counterdefendant Goossen to cease all payments to the Tesla Foundation and/or Counterdefendant Cashen and (ii) informing Counterdefendant Goossen of his new role as Senior Financial Accountant.1 Id., 14, Ex. M.
| 1 | Among other things, this letter also identified suspicious transactions between AGSS and purported related entities, including entities entirely owned and controlled by Counterdefendant Garcia, and requested substantiation related thereto. |
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| D. | Counterdefendant Garcia Failed to Disclose to Independent Board Members Criminal Charges Brought Against Him |
On December 16, 2024, Counterdefendant Garia was arrested at the Fresno Yosemite International Airport after the Transportation Security Authority (“TSA”) identified a loaded firearm in Counterdefendant Garcia’s belongings. Id., 6, Ex. E. The firearm was identified as a loaded Glock 27 pistol, with 11 rounds in the magazine and one in the chamber; Counterdefendant Garcia did not have a concealed weapons permit. Id. The arrest resulted in multiple criminal charges in Fresno County Superior Court in Fresno, California. Id. At the time of this arrest, Counterdefendant Garcia was President and CEO of AGSS. As such, he had an obligation to inform the Board of this action, as it could be material to the company. Specifically, Counterdefendant Garcia’s criminal proceeding could, and ultimately did, impact his ability to hold certain required business licenses for the provision of armed security, putting AGSS’ business is at risk. Despite multiple opportunities to present this information to the Board, Counterdefendant Garcia failed to do so.
The first Board meeting after Counterdefendant Garcia’s arrest occurred on January 31, 2025. According to the meeting minutes, Counterdefendant Garcia’s arrest was never discussed. Id., 7, Ex. F. The Board met again on March 28, 2025. According to the meeting minutes, the independent directors, Director Anderson and Director Honoré, directly asked Counterdefendant Garcia “to confirm that there [were] no material events or actions that could affect the corporation.” Id., 8, Ex. G. Despite knowledge of the arrest and subsequent criminal proceedings, Counterdefendant Garcia falsely “confirmed that there were no material events or actions that could affect the corporation.” Id. The Board reconvened on May 8, 2025. Similar to the March 28, 2025 meeting, the independent directors, Director Anderson and Director Honoré, directly asked Counterdefendant Garia “to confirm that there [were] no material events or actions that could affect the corporation.” Id., 9, Ex. H. Again, Garcia failed to provide any information regarding the arrest or criminal proceedings. Instead, he “confirmed that there were no material events or actions that could affect the corporation.” Id.
On May 30, 2025, the Board met for a fourth time. As was protocol, the independent members, Director Anderson and Director Honoré, specifically asked Counterdefendant Garcia “to confirm that there [were] no material events or actions that could affect the corporation.” Id., 10, Ex. I. According to the minutes, Counterdefendant Garcia “confirmed that there were no material events or actions that could affect the corporation.” Id.
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| E. | Counterdefendant Garcia Failed to Disclose to Independent Board Members the Suspension of His North Carolina Business License |
Counterdefendant Garcia’s faulty decision-making does not end with the concealment of his criminal allegations and his unauthorized and unlawful payments to the Tesla Foundation and/or Counterdefendant Cashen. On May 16, 2025, the North Carolina Private Protective Services Board suspended Counterdefendant Garcia’s security guard and patrol business license. See Id., 12, Ex. K. This was certainly material to AGSS, as the license affected AGSS’ business providing armed security to the Social Security Administration in North Carolina. Like the criminal proceeding, this should have been immediately disclosed to the Board. Yet, once again, Counterdefendant Garcia intentionally withheld this information from the Board and misled them through his false representations in Board meetings.
On May 30, 2025, just 11 days after the suspension of Counterdefendant Garcia’s security guard and patrol business license, the Board met. As was protocol in Board meetings, the independent members, Director Anderson and Director Honoré, specifically asked Counterdefendant Garcia “to confirm that there [were] no material events or actions that could affect the corporation.” Id., 10, Ex. I. According to the minutes, Counterdefendant Garcia “confirmed that there were no material events or actions that could affect the corporation.” Id., 10, Ex. I. In light of what is now known, such a statement is baffling, as Counterdefendant Garcia was aware of both his criminal proceeding in Fresno County, California and the suspension of the North Carolina security guard and patrol business licenses held by both AGSS and Mr. Garcia himself.
To date, Counterdefendant Garcia has not disclosed his criminal proceeding or suspension of his North Carolina license to the Board. The Board learned of these actions far after these material events occurred and through sources other than Counterdefendant Garcia. These actions threaten the health and well-being of AGSS, specifically their continued ability to provide armed security services to their clients.
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| F. | Despite Counterdefendant Garcia’s Efforts at Deception, the Board Became Aware of His Criminal Actions and Responded Quickly |
On or about June 5, 2025, Director Anderson and Director Honoré learned of Counterdefendant Garcia’s criminal proceeding involving his arrest for unlawful possession of a firearm at airport security. Upon learning this information, Director Anderson and Director Honoré, in their capacities as members of the Audit Committee, took immediate action to investigate this matter and the potential impact on AGSS.
On June 5, 2025, Director Anderson and Director Honoré, in their capacities as members of the Audit and Compensation Committees sent a letter to Counterdefendant Garcia requesting additional information, such as a copy of the case information, a description of the offenses, and an arrest date, to investigate whether the criminal matter was material. Cohen Decl., 15, Ex. N. Due to the severity of the issue and lack of disclosure for over six months, the letter requested a response within 24 hours. Id. Counterdefendant Garcia failed to respond. In hopes of obtaining the necessary information to perform their investigatory functions, Director Anderson and Director Honoré, in their capacities as members of the Audit Committee, sent a second letter to Counterdefendant Garcia on June 8, 2025. Id., 16, Ex. O. Due to the severity of the issue, the lack of disclosure for over six months, and the blatant disregard for the first letter, Director Anderson and Director Honoré requested a response by close of business on June 9, 2025. Once again, Counterdefendant Garcia never responded to this letter. Id. As of the date of this filing, Counterdefendant Garcia still has yet to provide a response to either the June 5 or June 8 letter.
| G. | Counterdefendants Garcia, Cashen, and Slatic Improperly Attempted to Increase Board Size in Order to Hide Counterdefendant Garcia’s Criminal Actions |
On June 12, 2025, Counterdefendant Garcia sent Director Anderson and Director Honoré a signed “Written Action,” purporting to appoint Counterdefendants Cashen and Slatic to the Board. Id., 17, Ex. P. This would have increased the Board from three members to five members, violating the June 14, 2023 action fixing the size of the Board to three members.
In light of Defendant Garcia’s purposeful concealment of his financial game-playing and criminal proceeding, repeated and blatant disregard for the Audit Committee’s investigatory requirements, and unlawful attempt to expand the Board beyond its fixed size, Director Anderson and Director Honoré, in their capacities as members of the Audit Committee, removed Counterdefendant Garcia from his role as President and CEO of AGSS on June 12, 2025. Id., 18, Ex. Q. Counterdefendant Garcia received notice of his removal the same day. Director Anderson was named as Interim President & CEO and Jason Bovell as Secretary, Treasurer, and Chief Financial Officer. Id.
Despite being removed as President and CEO on June 12, 2025, Counterdefendant Garcia proceeded to file an “Amended List” with the Nevada Secretary of State, fraudulently stating that Counterdefendants Cashen and Slatic were Board members at AGSS. Id., 19, Ex. R. In addition, on June 13, 2025, Counterdefendant Garcia unlawfully signed a contract with the Social Security Administration Office in North Carolina to extend armed security services. At this time, Counterdefendant Garcia had no authority to act on behalf of AGSS. Id., 20, Ex. S. Counterdefendant Garcia’s actions were undertaken to ensure that Counterdefendant Garcia could control the Board and prevent further investigation into his unlawful actions.
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| H. | The AGSS Audit Committee Responded to Counterdefendants Garcia, Cashen, Slatic, and Goossen’s Actions |
Director Anderson and Director Honoré moved swiftly to end Counterdefendant Garcia’s unlawful and unauthorized actions. On June 18, 2025, AGSS sent cease-and-desist letters to all Counterdefendants. Coehn Decl., 21, Ex. T. The cease-and desist letters demanded Counterdefendant Garcia cease his unlawful actions in attempting to act on behalf of AGSS, Counterdefendants Cashen and Slatic cease all actions on behalf of AGSS, as their purported appointment lacked merit and was without effective, and Counterdefendant Goossen cease all authorized activities purportedly taken in the name of AGSS, including but not limited to following Counterdefendant Garcia’s directives regarding money transfers. Id. A formal document preservation demand properly accompanied each letter, notifying the Counterdefendants that they must preserve documents and electronically stored information related to the corporate actions in dispute. As detailed below, the need for immediate judicial intervention is great as Director Anderson and Director Honoré understand that Counterdefendant Goossen has deleted email relevant to this dispute, despite his document preservation obligations.
| I. | Counterdefendants Garcia, Cashen and Slatic Attempted, and Still Attempt, to Seize the Board Unlawfully and Make False Statements Regarding Their Positions at AGSS |
On June 20, 2025, Defendant Garcia, Cashen, and Slatic attempted to stage a coup to overtake the AGSS Board. The coup struck AGSS on all
fronts:
| n | Counterdefendant Garcia, purportedly on behalf of AGSS and in his capacity as majority shareholder, attempted to remove Director Anderson and Director Honoré from their positions on the Board, including their positions on the Compensation and Audit Committees. Cohen Decl., 22, Ex. U. Their positions on the Compensation and Audit Committees were to be filled by Counterdefendants Cashen and Slatic. Id. |
| n | Counterdefendants Cashen and Slatic, purportedly in their roles as members of the Board and on behalf of AGSS, unlawfully attempted to remove Director Anderson as President & CEO and restore Counterdefendant Garcia as President & CEO. Id. |
| n | In conjunction with the attempt to oust Director Anderson and Director Honoré, Counterdefendant Garcia, purportedly on behalf of AGSS, authorized a press release, fraudulently announcing that Counterdefendant Garcia had removed Director Anderson and Director Honoré from the AGSS Board and appointed Counterdefendants Cashen and Slatic.2 |
| J. | Counterdefendant Goossen Blatantly Ignored the Formal Document Preservation Demand and Deleted Hundreds of Relevant Emails |
Counterdefendant Goossen has blatantly violated the June 18, 2025 document preservation demand. At the time of this filing, AGSS is aware of over 240 emails deleted by Defendant Goossen related to the ongoing corporate misconduct involving Counterdefendants Garcia, Goossen, and possibly others. Without Court intervention, AGSS fears Counterdefendant Goossen will continue to delete and destroy any documentary evidence related to this matter in an effort to conceal the Counterdefendants’ ongoing misconduct.
| 2 | See Ameriguard Security Services Announces Leadership Overhaul, TIPRANKS.COM (June 20, 2025, 3:48 PM), https://www.tipranks.com/news/company-announcements/ameriguard-security-services-announces-leadership-overhaul, archived at https://perma.cc/WFH9-XY99. |
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| K. | Counterdefendants Actions Have Significantly and Irreparably Harmed AGSS, and Further Harm is Imminent |
In less than two weeks since Counterdefendant Garcia’s removal as President and CEO, Counterdefendant Garcia, in concert with Counterdefendants Cashen and Slatic, has taken multiple unlawful and unauthorized actions purportedly in the name of AGSS. These actions have included, but are not limited to, signing a contract with the Social Security Administration in North Carolina, filing a fraudulent Amended List with the Nevada Secretary of State, attempting to remove Director Anderson and Director Honoré from their rightful Board positions, and authorizing false press statements about the restructuring of AGSS’ Board. These actions have caused and continue to cause instability and chaos at AGSS. Beyond an immediate financial harm to the company regarding its stock price, AGSS faces the imminent and unquantifiable ripple effects of harm to existing client relationships, including, without limitation, those with the federal government, and AGSS’ reputation and goodwill in the armed security industry. Without immediate Court intervention, AGSS will undeniably suffer further irreparable harm at the hands of Counterdefendants.
III. LEGAL STANDARD
Preliminary injunctive relief is appropriate and necessary to maintain the “status quo” pending a final judgment on the merits. See Park Dist. Holdings, LLC v. Sake Rok, LLC, No. 82491-COA, 2021 WL 4350570 at *2 (Nev. Ct. App. Sept. 23, 2021) (“[A] preliminary injunction serves to preserve the status quo until trial.”). “Even if the act causing the injury has been completed before the action is instituted, a . . .injunction may be grated to restore the status quo. Memory Gardens Las Vegas, Inc. v. Pet Ponderosa Memorial Gardens, Inc., 492 P.2d 123, 124 (Nev. 1972).
A court has “sound discretion” to issue preliminary injunctive relief, whether through a temporary restraining order, a preliminary injunction, or both. See Univ.& Cmty. Coll. Sys. Nevada v. Nevadans for Sound Gov’t, 100 P.3d 179, 187 (Nev. 2004); see also Dangberg Holdings Nevada, LLC v. Douglas Bounty & its Bd. Cty. Comm’rs, 978 P.2d 311, 321 (Nev. 1999) (explaining that ex parte motions “are frequently and commonly permitted under the Nevada law and practice. . . as in the case of an application for an injunction to prevent irreparable injury which would result from delay, and where there is no plain, speedy and adequate remedy at law.”) (internal quotations omitted).
To obtain preliminary injunctive relief, whether a temporary restraining order or preliminary injunction, a party must show (1) a reasonable likelihood of success on the merits, and (2) a reasonable probability that, if injunctive relief is not provided, irreparable harm will result. Nevadans for Sound Gov’t, 100 P.3d at 187. In showing a reasonable likelihood of success on the merits, “the moving party need not establish certain victory on the merits.” Shores v. Glob. Experience Specialists, Inc., 422 P.3d 1238, 1242 (Nev. 2018). Rather, “because preliminary injunctions are necessarily granted on incomplete evidence,” the moving party must only “make a prima facie showing through substantial evidence.” Id. “Substantial evidence” is simply “that which a reasonable mind might accept as adequate to support a conclusion.” Finkel v. Cashman Prof’l, Inc., 270 P.3d 1259, 1262 (Nev. 2012) (internal quotations omitted).
In addition to the factors above, a court will also consider “the potential hardships to the relative parties and others, and the public interest.” Nevadans for Sound Gov’t, 100 P.3d at 187; see also ADVD Holdings, LLC v. Taproot Holdings NV, LLC, No. 86451, 2024 WL 3841693 at * 2 (Nev. Aug. 14, 2024) (emphasizing that “weighing the parties’ relative hardships and the public interest in preserving the status quo” is appropriate when evaluating the request for preliminary injunctive relief).
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IV. ARGUMENT
The threat of Counterdefendants’ ongoing misconduct easily surpasses the showing required to justify preliminary relief. Accordingly, this Court should enter a temporary restraining order (1) prohibiting the appointment of Counterdefendants Cashen and Slatic to the Board, including any position on the Compensation and Audit Committees, (2) prohibiting Counterdefendants Cashen and Slatic from assuming Board positions or any role in AGSS, including any position on the Compensation and Audit Committees (3) prohibiting the removal of Director Anderson and Director Honoré from the Board, (4) prohibiting the reinstitution of Counterdefendant Garcia as CEO of AGSS, (5) prohibiting Counterdefendants Garcia, Cashen, and Slatic from making or publishing any further false statements regarding their purported positions at and on the Board of AGSS, (6) prohibiting Counterdefendants Garcia, Cashen, and Slatic from taking any further action on behalf of AGSS, (7) prohibiting Counterdefendants Garcia, Cashen, Slatic, and Goosen from deleting any relevant documents related to this matter in accordance with the Formal Document Preservation Demand that each Defendant received on June 18, 2025, and (8) requiring Counterdefendants Garcia, Cashen, Slatic, and Goossen to comply with the Formal Document Preservation Demand, and thereafter a preliminary injunction during the pendency of this litigation.
| A. | AGSS Has a Reasonable Likelihood of Success on the Merits of its Claims. |
1. Breach of Fiduciary Duty
To succeed on a claim of breach of fiduciary duty, a plaintiff must show (1) the existence of a fiduciary duty, (2) breach of that duty, and (3) damages as a result of the breach. Guzman v. Johnson, 483 P.3d 531, 538 (Nev. 2021). In the corporate context, directors and officers, as well as controlling shareholders, owe fiduciary duties to the corporation. See id. at 536 (“A director is a fiduciary. So is a dominant or controlling stockholder or group of stockholders. Their powers are powers in trust.”) (internal citations omitted); see also NRS 78.138(1). A director or officer breaches their fiduciary duties when the fail to act in good faith and their breach involves intentional misconduct, fraud, or a knowing violation of law. NRS78.138(7) (a), (b).
AGSS is likely to succeed on its breach of fiduciary duty claim against Counterdefendant Garcia because Counterdefendant Garcia owed a fiduciary duty to AGSS, breached that fiduciary duty, and AGSS has suffered harm as a result of that breach.
As an initial matter, Counterdefendant Garcia owed a fiduciary duty to AGSS in his role as a director, officer, and majority shareholder of AGSS. See Johnson, 483 P.3d at 536 (“A director is a fiduciary. So is a dominant or controlling stockholder or group of stockholders. Their powers are powers in trust.”) (internal citations omitted); see also NRS 78.138(1).
Moreover, Counterdefendant Garcia breached that duty on multiple occasions through his repeated intentional misconduct and fraud.
To begin, Counterdefendant Garcia withheld material information from the Board for months, including his criminal proceeding and suspension of his North Carolina security guard and patrol business license by the North Carolina Private Protective Services Board. Counterdefendant Garcia has ample opportunity to disclose these actions.
As for the criminal proceeding, the Board met on four separate occasions after his arrest. During at least three of those meetings, Director Anderson and Director Honoré, directly asked Counterdefendant Garcia “to confirm that there [were] no material events or actions that could affect the corporation.” Cohen Decl., 7-10, Exs. F-I. Each time, despite knowing of his arrest and criminal proceeding, Counterdefendant Garcia failed to disclose anything and simply “confirmed that there were no material events or actions that could affect the corporation.” Id.
Regarding the suspension of his North Carolina security guard and patrol business license, the Board convened a mere 11 days after the suspension. When directly asked about any material actions that could affect the corporation, Counterdefendant Garcia intentionally failed to disclose the license suspension. Counterdefendant Garcia never personally disclosed these actions to the Board. Rather, the Board is only aware of them through other sources and its reasonable investigation into Counterdefendant Garcia in anticipation of filing this action.
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Beyond the intentional concealment of material information from the Board, Counterdefendant Garcia repeatedly took action that directly violated Board policies and procedures in order to hide his misconduct. These include, but are not limited to (i) authorizing Counterdefendant Goossen to transfer at least $32,500 from February to March 2025 to the Tesla Foundation and/or Counterdefendant Cashen, without the required pre-approval; (ii) continuing to take multiple actions purportedly on behalf of AGSS after his removal as President & CEO on June 12, 2025, (iii) attempting to appoint Counterdefendant Cashen and Slatic to the Board, despite knowing that the Board was fixed at three (3) members, (iv) attempting to remove Director Anderson and Honoré from their rightful Board positions during a formal investigation of Garcia and Goossen’s potential wrongdoing in a manner inconsistent with the Board’s governing procedures, fiduciary standards, and public company requirements, and (v) repeatedly filing false statements – in both an Amended List to the Nevada Secretary of State and a public article – regarding the purported positions of Counterdefendants Garcia, Cashen, and Slatic at AGSS. 3 Cohen Decl., 719, Ex. R.
Furthermore, AGSS has suffered harm as a result of Counterdefendant Garcia’s various breaches of his fiduciary duty. The concealment of the criminal proceeding and suspension of the North Carolina security guard and patrol business license, permitted the Board to act on false information, which jeopardized the company. In addition, each breach of fiduciary duty harmed the value and credibility of AGSS as a publicly traded company. Counterdefendant Garcia’s actions have caused a steep decline in AGSS’ stock price, which as of June 2025, was at a mere $0.24 per share.
For all of these reasons, AGSS is likely to succeed on its breach of fiduciary duty claim.
2. Conversion
To succeed on a claim of conversion, a plaintiff must demonstrate that “an owner is deprived of their property by the wrongful act of another who assumes dominion over the property.” Blige v. Terry, 540 P.3d 421, 431 (Nev. 2023); see also Evan v. Dean Witter Reynolds, Inc., 5 P.3d 1043, 1048 (Nev. 2000) (defining conversation as “a distinct act of dominion wrongfully exerted over personal property in denial of, or inconsistent with, title or rights therein or in derogation, exclusion or defiance of such rights”) (internal citations omitted). Conversion can occur to both tangible and intangible property. Terry, 540 P.3d at 431; see also M.C. Multi-Family Dev., LLC v. Crestdale Assocs., Ltd., 193 P.3d 536, 543 (Nev. 2008) (expressly rejecting “the rigid limitation that personal property must be tangible in order to be the subject of a conversion claim.”). An intangible property right exists when “(1) there is an interest capable of precise definition, (2) the interest is capable of exclusive possession or control, and (3) the putative owner has established a legitimate claim to exclusivity.” Crestdale Assocs., Ltd., 193 P.3d at 543 (Nev. 2008). The act of conversion must be unlawful, which includes possession without the owner’s consent. Terry, 540 P.3d at 431 (quoting Saunders v. Mullinix, 72 A.2d 720, 722 (Md. 1950)).
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AGSS is likely to succeed on its conversion claim against Counterdefendants Garcia and Goossen. The Compensation Committee of the Board determined that any consultant or service provider must be approved by the Compensation Committee prior to hiring. The Compensation Committee was only permitted to approve a service provider after independent due diligence. Thus, no service provider could be hired or provided payment without the approval of the Compensation Committee. From February 2025 to May 2025, Counterdefendant Garcia instructed Counterdefendant Goossen to make multiple payments totaling more than $32,000 in AGSS funds to Tesla Foundation and/or Defendant Cashen, neither of whom were pre-approved service providers by the Compensation Committee. In providing these instructions Counterdefendant Garcia intended to transfer the AGSS funds to the Tesla Foundation and/or Defendant Cashen. Counterdefendant Goossen followed these instructions and transferred the AGSS funds to Tesla Foundation and/or Defendant Cashen, in violation of the established pre-approval protocols and requirements. See Terry, 540 P. 3d at 431 (“The effect of the act is critical to conversion. . . and thus conversion is sufficiently shown when an owner is deprived of their property by the wrongful act of another who assumes dominion over the property.”). For all these reasons, AGSS is likely to succeed on its conversation claim against Counterdefendants Garcia and Goossen.
In addition, AGSS is likely to succeed on its conversion claim against Counterdefendants Garcia, Cashen, and Slatic. A Board seat is an intangible property right subject to conversion. Terry, 540 P.3d at 431 (“Conversion does not require a manual or physical taking of property. . . Indeed, tangible and intangible property alike can be converted.” First, a AGSS Board seat is capable of a precise definition, as it provides a right to manage the “business and affairs” of AGSS through “all such powers” of AGSS. Cohen Decl., 2, Ex. A, 3.3; see also Crestdale Associate, Ltd., 193 P.3d at 543 (finding a contractor’s license capable of a precise definition because the license provided “the right to engage in certain approved instances of construction and development”). Second, a AGSS Board seat is capable of exclusive possession or control because only the individual named to a Board seat may exercise the right to manage AGSS. Crestdale Associate, Ltd., 193 P.3d at 543 (finding a contractor’s license capable of exclusion possession or control because “only the individual or entity named on the license” can legally use it). Third, Director Anderson and Director Honoré established a legitimate claim of exclusivity to the Board seats because they were properly and rightfully appointed to the AGSS Board seats in accordance with Nevada laws, the AGSS bylaws, and the AGSS Articles of Incorporation. Id. On June, 20, 2025, Counterdefendants Garcia, Cashen, and Slatic unlawfully attempted to remove Director Anderson and Director Honoré from their Board positions and replace these positions with Defendant Cashen and Slatic, who had no lawful right to such positions. Cohen Decl., 22, Ex. U. For all these reasons, AGSS is likely to succeed on its conversation claim against Counterdefendants Garcia, Cashen, and Slatic.
| 3 | See Ameriguard Security Services Announces Leadership Overhaul, TIPRANKS.COM (June 20, 2025, 3:48 PM), https://www.tipranks.com/news/company-announcements/ameriguard-security-services-announces-leadership-overhaul, archived at https://perma.cc/WFH9-XY99 |
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3. Fraud
To succeed on a claim of fraud, based upon a fraudulent misrepresentation, a plaintiff must demonstrate (1) a false representation made by the defendant, (2) the defendant’s knowledge or belief that the representation was false, (3) the defendant’s intention to induce the plaintiff to act or to refrain from acting in reliance upon the misrepresentation, (4) the plaintiff’s justifiable reliance upon the misrepresentation, and (5) damage to the plaintiff resulting from such reliance. Bulbman, Inc. v. Nevada Bell, 825 P.2d 588, 592 (Nev. 1992). In determining if there is a false representation, the plaintiff need not show an express misrepresentation. Epperson v. Roloff, 719 P.2d 799, 803 (Nev. 1986). Rather, a defendant may still be liable for fraudulent misrepresentation by making “a representation which is misleading because it partially suppresses or conceals information.” Id.
AGSS is likely to succeed on its fraud claim. First, Counterdefendant Garcia made at least three separate false representations to the Board on March 28, May 8, and May 30, 2025. In each of these Board meetings, Counterdefendant Garcia was directly asked to confirm that there [were] no material events or actions that could affect the corporation.” Cohen Decl., 7-10, Exs. F-I. On each of these occasions, Counterdefendant Garcia “confirmed that there were no material events or actions that could affect the corporation.” Cohen Decl., 7-10, Exs. F-I. This confirmation was a fraudulent statement as it misled the Board through the concealment of relevant information, specifically Counterdefendant Garcia’s arrest and suspension of his North Carolina security guard and patrol business license.
Second, Counterdefendant Garcia knew that his confirmation of no material events or action was false. Counterdefendant Garcia was arrested on December 16, 2024. Cohen Decl., 6, Ex. E. Thus, at each of the three meetings – on March 28, May 8, and May 30, 2025 – Counterdefendant Garcia knew that he had been arrested and faced a subsequent criminal action, which undoubtedly qualified as a “material event or action.” On May 16, 2025, the North Carolina Private Protective Services Board suspended Counterdefendant Garcia’s security guard and patrol business license, as well as that of AGSS. Cohen Decl., 12, Ex. K. Thus, on May 30, 2025, when Counterdefendant Garcia confirmed there were no material events or actions that could affect the company he knew this was false because his North Carolina security guard and patrol business license had been suspended approximately 11 days earlier. The suspension of Mr. Garcia’s North Carolina security guard and patrol business license was certainly a “material event or action.”
Third, by falsely confirming a lack of material events to the Board, Counterdefendant Garcia intended to mislead the Board, specifically Audit Committee, to prevent further investigation into his criminal matter and business license suspension.
Fourth, AGSS, specifically the independent Board Members, Director Anderson and Director Honoré reasonably relied upon Counterdefendant Garcia’s statements because Counterdefendant Garcia had a fiduciary duty to disclose any materials facts to the Board. Director Anderson and Director Honoré reasonably believed that Counterdefendant Garcia would abide by these fiduciary duties and immediately disclose any material facts that could impact AGSS, as required by the AGSS governing documents.
Fifth, as a result of Counterdefendant Garcia’s purposeful concealment, AGSS suffered harm. Specifically, AGSS did not become aware of Counterdefendant Garcia’s criminal proceeding and business license suspension until months after the fact. Upon learning this, AGSS acted. However, by failing to have this information in real time, AGSS could not act swiftly. As a result, Counterdefendant Garcia was permitted to maintain his position as President and CEO under false pretenses. In addition, these material omissions permitted Counterdefendant Garcia to secure and retain board control.
For all these reasons, AGSS is likely to succeed on its fraud claim.
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4. Declaratory Judgment
A declaratory judgment may be obtained when (1) there is a justiciable controversy, which is a controversy in which a claim of right is asserted against one who has an interest in contesting it, (2) the controversy is between individuals with adverse interests, (3) the party seeking declaratory relief has a legally protectible interest, and (4) the issue in the controversy is ripe for judicial determination. Kress v. Corey, 189 P.2d 352, 364 (Nev. 1948).
AGSS is likely to succeed on its claim for declaratory judgement. First, there is undeniably a justiciable controversy between AGSS and Counterdefendants Garcia, Goossen, Cashen, and Slatic, who each assert a claim of right regarding the Board positions. Second, there are adverse interests between AGSS, on one hand, and Counterdefendants Garcia, Goossen, Cashen, and Slatic because Counterdefendants claim a right to board positions and continue to act on behalf of AGSS, but AGSS contests the validity of those Board appointments and Counterdefendants actions. Third, AGSS has a legally protectible interest in this matter, as it is the one facing immediate harm as a result of Counterdefendants actions. Fourth, the issues in this controversy such as, without limitation, whether Counterdefendant Garcia’s actions to unilaterally expand the size of the AGSS Board were inappropriate and unlawful and whether the removal Director Anderson and Director Honoré from the Board were unauthorized and unlawful —are ripe for judicial determination. For all of these reasons, AGSS is likely to succeed on its claim for declaratory judgment.
| B. | AGSS is Likely to Suffer Irreparable Harm Without Preliminary Relief. |
“Irreparable injury exists where compensatory damages are inadequate.” Park District Holdings, LLC v. Sake Rok, LLC, No. 82491-COA, 2021 WL 4350570 at *2 (Nev. Ct. App. Sept. 23, 2021). Without injunctive relief preventing Counterdefendants continued actions, AGSS is likely to suffer irreparable harm in at least three significant ways.
First, Counterdefendants’ continued actions, purportedly on behalf of AGSS, are unauthorized and unlawful, which creates irreparable injury. Specifically, Counterdefendants Garcia, Cashen, and Slatic’s filing of an Amended List with the Nevada Secretary of State fraudulently claiming that Counterdefendants Cashen and Slatic were Board members and authorizing the publication of a false press release indicating changes to the AGSS Board connect AGSS with false statements to both the state and the public. AGSS, through its rightful Directors, Counterclaimants Anderson and Honoré, are now left to answer for the false statements and lies told in the name of AGSS. In addition, Counterdefendant Garcia’s actions to conceal his unlawful and unauthorized actions, including the concealment of his criminal proceeding and suspension of his North Carolina business license, now threaten the basic financial security of AGSS. AGSS has only recently become aware of these actions and could not address them at the time of their occurrence. AGSS’ lack of action at the time of these criminal proceedings—December 2024— and business license suspension—May 2025—may be viewed as condoning these actions. To be clear, if AGSS’ independent directors, Director Anderson and Director Honoré had been aware of this criminal proceeding and business license suspension, as they should have been, they would have removed Counterdefendant Garcia from his CEO position immediately upon notification. Instead, AGSS permitted Counterdefendant Garcia to remain as President & CEO for longer than he should have under false pretenses. This permitted Counterdefendant Garcia to continue his egregious behavior, including stealing AGSS funds to provide to the Tesla Foundation and/or Counterdefendant Cashen.
Second, Counterdefendants continued actions threatens AGSS’ current client relationships and prospective client relationships, which puts AGSS’ very existence at risk. See Doran v. Salem Inn, Inc., 422 U.S. 922, 932 (1975) (providing that “substantial loss of business and perhaps even bankruptcy” qualify as irreparable harm in an analysis for preliminary relief). The continued disruption and chaos of Codefendants’ actions undermine the value and credibility of AGSS in the armed services sector. See Herb Reed Enters., LLC v. Florida Entm’t Mgmt., Inc., 736 F.3d 1239, 1250 (9th Cir. 2013) (finding that “[e]vidence of loss of control over business reputation and damage to goodwill could constitute irreparable harm.”). In addition, AGSS has contracts with federal agencies, such as the Social Security Administration of North Carolina. Counterdefendants’ actions threaten these federal contracts, as such contracts are dependent on compliance and integrity.
Third, Counterdefendants’ actions will force corporate records, funds, and decision- making into the hands of unqualified and complicit directors. Control by such directors will unquestionably lead to further efforts to hide criminal conduct, siphon corporate funds, and reduce the company’s share value.
| C. | The Balance of Equities Weighs in Favor of Preliminary Relief. |
The balance of equities weighs heavily in AGSS’ favor. AGSS is in this position through no fault of its own. AGSS, through the actions of Director Anderson and Director Honoré, attempted to remove Counterdefendant Garcia from his position as President& CEO, and sent each Counterdefendant a cease-and-desist letter in an attempt to avoid litigation. Counterdefendant Garcia, with the assistance of Counterdefendant Cashen, Slatic, and Goossen, brazenly violated his fiduciary duties to the Company, and as a result, was properly removed as President and CEO. Despite this removal, Counterdefendant Garcia refuses to stop his unlawful and unauthorized actions on behalf the Board. His actions threaten the very existence of AGSS.
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Conversely, Counterdefendants have no reasonable basis for asserting a hardship. Counterdefendants Garcia, Cashen, and Slatic have no rightful claim to their purported roles at AGSS. Their removal of Director Anderson and Director Honoré are without force or merit, as are their replacements to Director Anderson and Honoré’s board seats. AGSS seeks only to restore the status quo, which has been defined as “the last contested status which preceded the pending controversy.” Tanner Motor Livery, Ltd. v. Avis, Inc., 316 F.2d 804, 809 (9th Cir. 1963). In this case, it is restoring Director Anderson and Honoré to their rightful positions on the Board and maintaining Counterdefendant Garcia removal as President & CEO.
| D. | Preliminary Relief is in the Public Interest. |
A temporary restraining order, and thereafter a preliminary injunction, is in the public interest. ASGG is a publicly traded company on the OTCXQ market. There is a strong public interest in ensuring that publicly traded companies are governed by Directors who act lawfully, transparently, and in the best interests of their companies. Furthermore, there is a public interest in ensuring that shareholders are investing in companies with sound and lawful direction.
| E. | The Required Bond Should be Nominal. |
A temporary restraining order or preliminary injunction may only be issued “if the movant gives security in an amount that the court considers proper to pay the costs and damages sustained by any party found to have been wrongfully enjoined or restrained.” NEV. R. CIV. PRO. 65(c); see also Nutritional Additives Corp. v. Min-Ad, Inc., 544 P.2d 437 (Nev. 1976) (holding it was error to issue a preliminary injunction without requiring a bond). In this case, there is no possible damage to Counterdefendants because they do not have any lawful right to act on behalf of AGSS. As such, a de minimis bond should be ordered, in the amount equal to $500.
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V. CONCLUSION
For these reasons, AGSS respectfully asks this Court to enter a temporary restraining order, and after the appropriate notice and hearing, enter a preliminary injunction to return and then maintain the status quo while AGSS pursues its counterclaims.
Dated: June 25, 2025
| By: | /s/ David Koch | |
| David Koch, | ||
| KING SCOW KOCH DURHAM LLC | ||
| Barak Cohen, Pro hac vice pending | ||
| [email protected] | ||
| PERKINS COIE LLP | ||
| 700 Thirteenth Street, N.W., Suite 800 | ||
| Washington, D.C. 20005-3960 | ||
| Telephone: 202.654.6200 | ||
| Facsimile: 202.654.6211 | ||
| Attorneys for Defendants Douglas Anderson and | ||
| Gen. Russel Honoré and Counterclaimants | ||
| AmeriGuard Security Services, Inc. (Nevada), | ||
| Douglas Anderson, and Gen. Russel Honoré | ||
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CSERV
DISTRICT COURT
CLARK COUNTY, NEVADA
| Lawrence Garcia, Plaintiff(s) | CASE NO: A-25-921392-B | |
| vs. | DEPT. NO. Department 9 | |
| Douglas Anderson, Defendant(s) |
AUTOMATED CERTIFICATE OF SERVICE
This automated certificate of service was generated by the Eighth Judicial District Court. The foregoing Order Shortening Time was served via the court’s electronic eFile system to all recipients registered for e-Service on the above entitled case as listed below:
Service Date: 6/26/2025
| David Koch | [email protected] |
| Adam Fulton | [email protected] |
| Stephen Hackett | [email protected] |
| Norma Richter | [email protected] |
| Andrea Eshenbaugh | [email protected] |
| Daniel Scow | [email protected] |
| Amanda Brandon | [email protected] |
| David Barney | [email protected] |
| Logan Willson | [email protected] |
| Jessica Uriostegui | [email protected] |
| April Allen | [email protected] |
| Erika Perez | [email protected] |
| Mackenzie Soderberg | [email protected] |
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Exhibit 10.5
Sklar Williams
PLLC
410 South Rampart Boulevard, Suite 350
Las Vegas, Nevada 89145
(702) 360-6000 · Fax: (702) 360-0000
| ELECTRONICALLY SERVED | ||
| 7/11/2025 10:36 AM | Electronically Filed 07/11/2025 10:35 AM  CLERK OF THE COURT |
ORDR
Stephen R. Hackett, Esq.
Nevada Bar No.: 5010
David B. Barney, Esq.
Nevada Bar No.: 14681
SKLAR WILLIAMS PLLC
410 South Rampart Boulevard, Suite 350
Las Vegas, Nevada 89145
| Telephone: | (702) 360-6000 |
| Facsimile: | (702) 360-0000 |
| Email: | [email protected] |
| Attorneys for Plaintiff and Counter-defendants Lawrence Garcia and Michael Goossen |
DISTRICT COURT
CLARK COUNTY, NEVADA
AMERIGUARD SECURITY SERVICES, INC., a Nevada corporation; LAWRENCE GARCIA, an individual,
Plaintiffs,
vs.
DOUGLAS ANDERSON, an individual; RUSSEL HONORE, an individual; DOES 1 through 10, inclusive; and ROE ENTITIES I through X, inclusive,
Defendants. |
Case No.: A-25-921392-B Dept. No.: 9
FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER DENYING COUNTERCLAIMANTS’ APPLICATION FOR TEMPORARY RESTRAINING ORDER, SCHEDULING SUPPLEMTAL BRIEFING AND SETTING EVIDENTIARY HEARING ON COUTERCLAIMANTS’ MOTION FOR PRELIMINARY INJUNCTION | ||
AMERIGUARD SECURITY SERVICES, INC. (NEVADA), DOUGLAS ANDERSON, and GEN. RUSSEL HONORE
Counterclaimants,
vs.
LAWRENCE D. GARCIA, an individual, WILHELM CASHEN, an individual, TERRENCE SLATIC, an individual, and MICHAEL GOOSSEN, an individual,
Counterdefendants. |
Hearing Date: July 2, 2025 Hearing Time: 1:30 p.m. |
Case Number: A-25-921392-B
| 1 |
Sklar Williams
PLLC
410 South Rampart Boulevard, Suite 350
Las Vegas, Nevada 89145
(702) 360-6000 · Fax: (702) 360-0000
This matter came before the Court for hearing on an Order Shortening Time, on July 2, 2025, on Counterclaimants’ Application for Temporary Restraining Order and Motion for Preliminary Injunction (hereinafter, the “Motion”). Appearing on behalf of the Counterclaimants were their counsel of record, David Koch, Esq. of King Scow Koch Durham LLC, and Barak Cohen, Esq. of Perkins Coie LLP. Appearing on behalf of Plaintiff and Counter-defendants Lawrence Garcia and Michael Goossen were their counsel of record, Stephen R. Hackett, Esq. and David B. Barney, Esq., of Sklar Williams PLLC. Adam R. Fulton, Esq., of Jennings & Fulton LTD., appeared on behalf of Plaintiff Ameriguard Security Services, Inc. (“AGSS”).
The Court, having considered the Motion, the Opposition filed by Garcia and Goossen, as well as all of the papers and pleadings on file in this action and having heard and considered the arguments of counsel, and now being fully advised in the premises and good cause appearing, hereby makes the following findings of fact, conclusions of law, and orders in accordance with NRCP 52(a)(2):
FINDINGS OF FACT
1. AGSS is a publicly traded Nevada corporation.
2. In early June 2025, AGSS’s Board of Directors (the “Board”) had three members, including Plaintiff/Counter-defendant Lawrence Garcia (“Garcia”), and Defendants/Counterclaimants Douglas Anderson (“Anderson”) and General Russel Honore (“Honore”). Garcia was also the company’s CEO.
3. On or about June 12, 2025, Anderson and Honore notified Garcia that they, in their capacities as members of the AGSS Audit Committee, had removed Garcia as the company’s CEO and appointed Anderson to take his place as Interim CEO.
4. On June 16, 2025, Garcia, in his alleged capacity as the majority shareholder of AGSS holding more than 2/3 of the company’s stock, executed a Written Action of the Stockholders of AGSS, which removed Douglas and Honore from the Board pursuant to NRS 78.335(1) and Section 3.6 of the Amended and Restated By-laws of AGSS (“the Bylaws”).
| 2 |
Sklar Williams
PLLC
410 South Rampart Boulevard, Suite 350
Las Vegas, Nevada 89145
(702) 360-6000 · Fax: (702) 360-0000
5. On the same day, Garcia filled the Board vacancies left by Anderson and Honore, by appointing to the Board Terry Slatic (“Slatic”) and Wilhelm Cashen (“Cashen”), who are named as Counter-defendants in this matter but have not yet appeared. Garcia also appointed Slatic and Cashen to replace Anderson and Honore as members of the AGSS Audit Committee pursuant to NRS 78.335(5) and Section 3.2 of the Bylaws.
6. Also on June 16, 2025, Garcia, Slatic, and Cashen, acting as the Board, removed Anderson as the company’s Interim CEO and reappointed Garcia as CEO pursuant to NRS 78.130 and Sections 4.4 and 4.6 of the Bylaws.
7. On June 26, 2025, Counterclaimants filed the instant Motion on Shortened Time, requesting that the Court grant a Temporary Restraining Order (“TRO”) and Preliminary Injunction, prohibiting the removal of Anderson and Honore from the Board and prohibiting the reinstitution of Garcia as the CEO of AGSS, among other relief.
8. On July 2, 2025, the Court held a hearing on the Motion for TRO on Shortened Time.
CONCLUSIONS OF LAW
9. NRCP 65 provides the requirements for obtaining a temporary restraining order and preliminary injunction in Nevada. To obtain a TRO or preliminary injunction, a party must show (1) that the nonmoving party’s conduct, if allowed to continue, will cause irreparable harm for which compensatory relief is inadequate, and (2) that it is reasonably likely to succeed on the merits of its claim. Finkel v. Cashman Prof’l, 128 Nev. 68, 72, 270 P.3d 1259, 1262 (2012). In determining whether injunctive relief is appropriate, courts also consider the relative hardships of the parties if the injunction is granted or not, and the public interest. See Univ. and Cmty. Coll. Sys. of Nev. v. Nevadans for Sound Gov’t, 120 Nev. 712, 721, 100 P.3d 179, 187 (2004).
10. Based on the evidence in front of the Court, the Court finds there is not a sufficient basis to grant the requested TRO. The Court’s decision is based on the current evidence in front of it, including a copy of the VStock Transfer Certified Shareholder List identifying Garcia as the holder of 70,179,413 shares, or 82.643% of the issued and outstanding stock of AGSS, as of June 16, 2025, and the Form 10-K’s attached to the Opposition, each of which show Garcia as the owner of more than two-thirds (2/3) of the issued and outstanding stock in AGSS. There was no evidence presented prior to or at the time of the hearing to demonstrate otherwise.
| 3 |
Sklar Williams
PLLC
410 South Rampart Boulevard, Suite 350
Las Vegas, Nevada 89145
(702) 360-6000 · Fax: (702) 360-0000
11. During the hearing, however, Counterclaimants argued that they have evidence to show that Garcia holds less than two-thirds (2/3) of the issued and outstanding stock of AGSS.
12. Based on the Counterclaimants’ representations that they have evidence to show Garcia may in fact not be a two-thirds (2/3) majority stockholder of AGSS, the Court orders supplemental briefing in advance of an evidentiary hearing on Counterclaimants’ Motion for Preliminary Injunction.
13. Any of the Court’s findings of fact set forth herein is to be considered a conclusion of law, and any of the Court’s conclusions of law set forth herein is to be considered a finding of fact, as may be necessary or appropriate to carry out the Court’s Orders as set forth herein.
ORDER
In accordance with the above,
IT IS HEREBY ORDERED that Counterclaimants’ Application for Temporary Restraining Order is DENIED, without prejudice;
IT IS FURTHER ORDERED that the Counterclaimants shall have until and including July 11, 2025, to file a supplemental brief in support of their Motion for Preliminary Injunction, and Plaintiff and Counter-defendants Lawrence Garcia and Michael Goossen shall have until and including July 23, 2025, to file a supplemental brief in opposition to the Motion for Preliminary Injunction;
/ / /
/ / /
/ / /
| 4 |
Sklar Williams
PLLC
410 South Rampart Boulevard, Suite 350
Las Vegas, Nevada 89145
(702) 360-6000 · Fax: (702) 360-0000
IT IS FURTHER ORDERED that an evidentiary hearing is hereby SET on Counterclaimants’ Motion for Preliminary Injunction, at the hour of 1:30 p.m. on July 29, 2025. All evidence to be relied upon at such hearing, including a list of potential witnesses and any documentary evidence, including all documents to be introduced as exhibits or relied upon, shall be submitted at the time of submission of each party’s respective supplemental briefs.
| IT IS SO ORDERED. | Dated this 11th day of July, 2025 | |
 | ||
| 64A 135 4AEE 0746 | ||
| Maria Gall | ||
| District Court Judge | ||
| Respectfully submitted by: | Approved as to form and content: | |
| SKLAR WILLIAMS PLLC | PERKINS COIE LLP | |
| /s/ David B. Barney | /s/ Barak Cohen | |
| Stephen R. Hackett, Esq. | Barak Cohen, Esq. | |
| Nevada Bar No. 5010 | 700 Thirteenth Street, N.W., Suite 800 | |
| David B. Barney, Esq. | Washington, D.C. 20005-3960 | |
| Nevada Bar No. 14681 | ||
| 410 South Rampart Boulevard, Suite 350 | KING SCOW KOCH DURHAM LLC | |
| Las Vegas, Nevada 89145 | David Koch, Esq. | |
| Nevada Bar No. 8830 | ||
| Attorneys for Plaintiff and Counter-defendants Lawrence Garcia and Michael Goossen | 11500 S. Eastern Avenue, Suite 210 Las Vegas, NV 89052 |
|
Approved as to form and content:
JENNINGS & FULTON LTD. |
Attorneys for Defendants/Counterclaimants Douglas Anderson, Gen. Russel Honore, and Ameriguard Security Services, Inc. (Nevada) | |
| /s/ Logan Willson | ||
| Adam R. Fulton, Esq. | ||
| Nevada Bar No. 11572 | ||
| Logan Willson, Esq. | ||
| Nevada Bar No. 14967 | ||
| 2580 Sorrel St. | ||
| Las Vegas, NV 89146 | ||
| Attorneys for Plaintiff | ||
| Ameriguard Security Services, Inc. |
| 5 |
CSERV
DISTRICT COURT
CLARK COUNTY, NEVADA
| Lawrence Garcia, Plaintiff(s) | CASE NO: A-25-921392-B | ||
| vs. | DEPT. NO. Department 9 | ||
| Douglas Anderson, Defendant(s) | |||
AUTOMATED CERTIFICATE OF SERVICE
This automated certificate of service was generated by the Eighth Judicial District Court. The foregoing Order was served via the court’s electronic eFile system to all recipients registered for e-Service on the above entitled case as listed below:
Service Date: 7/11/2025
| David Koch | [email protected] |
| Adam Fulton | [email protected] |
| Stephen Hackett | [email protected] |
| Norma Richter | [email protected] |
| Andrea Eshenbaugh | [email protected] |
| Barak Cohen | [email protected] |
| Daniel Scow | [email protected] |
| Amanda Brandon | [email protected] |
| David Barney | [email protected] |
| Logan Willson | [email protected] |
| Jessica Uriostegui | [email protected] |
| April Allen | [email protected] |
| Mackenzie Soderberg | [email protected] |
| Tommy Tobin | [email protected] |
| Amber Lasby | [email protected] |