AGSS 10-K
Ameriguard Security Services, Inc. (AGSS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the fiscal year ended
or
For the transition period from _________ to _________
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including the area code:
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s)), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large, accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold on December 31, 2025, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter is $
The number of outstanding shares of the registrant’s common stock on December 31, 2025, was
Documents Incorporated by Reference:
FORM 10-K ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 2025
TABLE OF CONTENTS
i
FORWARD-LOOKING STATEMENTS
The statements contained in this report with respect to our financial condition, results of operations and business that are not historical facts are “forward-looking statements”. Forward-looking statements can be identified by the use of forward-looking terminology, such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “seek”, “estimate”, “project”, “could”, “may” or the negative thereof or other variations thereon, or by discussions of strategy that involve risks and uncertainties. Management wishes to caution the reader of the forward-looking statements that any such statements that are contained in this report reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, economic, competitive, regulatory, technological, key employees, and general business factors affecting our operations, markets, growth, services, products, licenses and other factors. These forward-looking statements are only estimates or predictions. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of risks facing our company, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.
These risk factors should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. All written and oral forward-looking statements made in connection with this report that are attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given these uncertainties, we caution investors not to unduly rely on our forward-looking statements. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by applicable law or regulation.
ii
PART I
ITEM 1. BUSINESS
Company History
Health Revenue Assurance Holding, Inc. (the “Company”), was incorporated in Nevada on December 13, 2010.
The Company intended to become a provider of revenue cycle services to a broad range of healthcare providers. Offering the customers integrated solutions designed around their specific business needs, including revenue cycle data analysis, contract and outsourced coding, billing, coding and compliance audits, coding education, coding consulting, physician coding services and ICD-10 education and transition services.
On February 10, 2012, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Health Revenue Assurance Holdings, Inc. (formerly known as Anvex International, Inc., “HRAH”), a Nevada company, and its wholly-owned subsidiary Health Revenue Acquisition Corporation (“Acquisition Sub”), which was treated for accounting purposes as a reverse recapitalization with HRAA, considered the accounting acquirer. Each share of HRAA’s common stock was exchanged for the right to receive approximately 1,271 shares of HRAH’s common stock. Before their entry into the Merger Agreement, no material relationship existed between HRAH and Acquisition Sub or HRAA. On April 27, 2012, the Company completed a 12.98 to 1 forward stock split. On May 2, 2012, the Company changed its ticker symbol from ANVX to HRAA.
The Company then went dormant in August 2014.
On July 14, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A816259, Custodian Ventures LLC (“Custodian”) was appointed Custodian of the Company.
On July 15, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.
AmeriGuard Security Services, Inc. (“AmeriGuard”) was incorporated in California on November 14, 2002. The corporation was incorporated with the issuance of 1,000 common shares formerly held by Lawrence Garcia, President and CEO with 550 shares and Lillian Flores, former VP of Operations with 450 shares. On July 12, 2022, under the terms of a Settlement Agreement, Flores exchanged her 450 shares for the consideration of $3,384,950 and a promissory note in that amount secured by a stock pledge. AmeriGuard provides armed guard services as a federal contractor with licenses in 7 states and provides commercial guard services in California.
On September 8, 2021, under the terms of a private stock purchase agreement, 10,000,000 shares of Series A-1 Preferred Stock, $0.001 par value per share (the “Shares”) of the Company, were transferred from Custodian Ventures, LLC to AmeriGuard. As a result, AmeriGuard became holder of approximately 91% of the voting rights of the issued and outstanding share capital of the Company on a fully diluted basis of the Company and became the controlling shareholder. The consideration paid for the Shares was $500,000. In connection with the transaction, David Lazar forgave the Company all debts owed to him and/or Custodian Ventures, LLC.
On September 8, 2021, the Company accepted the resignation of David Lazar as the Company’s Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and as a Member of the Board of Directors. Effective on the same date to fill the vacancies created by Mr. Lazar’s resignations, the Company appointed Lawrence Garcia as the Company’s President, CEO, CFO, Treasurer, Secretary, and Chairman of the Board of Directors. These resignations are in connection with the consummation of the private stock purchase agreement and was not the result of any disagreement with Company on any matter relating to Company’s operations, policies or practices.
On March 11, 2022, the Company amended its articles of incorporation to change its name to AmeriGuard Security Services, Inc. (AGSS) from Health Revenue Assurance Holdings, Inc. The name was deemed effective by FINRA on March 17, 2022.
1
On December 9, 2022, AGSS entered into the Merger Agreement. AmeriGuard became a wholly owned subsidiary of AGSS, and AGSS is the only shareholder and will continue in its existence with one owner, AGSS. Pursuant to the Share Exchange, (a) the Majority Shareholder relinquished all of his 573 AmeriGuard common shares and the Minority Shareholders relinquished all of their 67 AmeriGuard common shares, constituting all issued and outstanding shares of AmeriGuard (the “AmeriGuard Shares”), and were issued an aggregate of 80,578,125 and 9,421,875 respectively of AGSS common shares, representing 86.26% and 10.09% of the outstanding Common Stock of AGSS and (b) AmeriGuard returned the A-1 Preferred Stock of AGSS for retirement. After the issuance of the common shares, the existing 3,417,302 common shares represent 3.66% of the outstanding common stock of AGSS.
Under the AGSS Merger Agreement, One Hundred Percent (100%) of the ownership interest of Ameriguard was exchanged for an aggregate of 90,000,000 shares of common stock of AGSS issued to the Majority Shareholders and the Minority Shareholders, in accordance with the AGSS Merger Agreement (the “AGSS Merger”). Also, as part of the AGSS Merger, Ameriguard cancelled the 10,000,000 shares of Series A-1 Preferred Stock it had purchased from Custodian Ventures, LLC. The former stockholders of Ameriguard acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. Lawrence Garcia currently owns 78.55% of the issued and outstanding voting stock of the Company and will be able to exert significant influence and control over the Company for the foreseeable future.
We have 10,000,000 authorized and designated Series A-1 Preferred Stock which are entitled to seventy-two (72) votes per share of Series A-1 Preferred Stock on all matters on which stockholders may vote. While we currently have no such shares issued and outstanding, the voting rights afforded these Series A-1 Preferred Stock would give any future holders a disparate voting interest and allow them to potentially exert control over the actions of the Company.
Pursuant to the terms of a settlement agreement, by and among Garcia, AmeriGuard, and Lillian Flores (“Flores”), dated July 7, 2022 (the “Settlement Agreement”), AmeriGuard repurchased the 450 common shares of Flores for a total consideration of $3,384,950 payable in five equal annual installments compounded semi-annually at a three percent rate. The initial payment on July 8, 2022, of $686,990 reduced the balance to $2,697,960. The second through fifth installment are due on December 31, 2023, through December 31, 2026. See Note 10 – Notes Payable to the 2025 financial statements.
Prior to Merger, under the terms of a stock pledge agreement, by and among Garcia, Flores and AmeriGuard, dated July 7, 2022, 360 AmeriGuard common shares remained held in AmeriGuard treasury pledged to Flores. On Merger these pledged shares were substituted with 50,625,000 AGSS common stock of the 80,578,125 issued to Lawrence Garcia. These pledged shares are redeemed and returned to Garcia based on a stock redemption agreement, by and among Garcia, Flores and AmeriGuard, dated July 7, 2022.
The purposes of the transactions described in this Current Report were to complete a business combination by a stock for stock merger and complete a recapitalization of the company with the result being that AmeriGuard became a wholly owned subsidiary of AGSS, and AmeriGuards management will be the management of AGSS.
There was no offering with this merger. Effective immediately after the Share Exchange, the stock transfer books of AmeriGuard shall be closed.
On October 20, 2023, the Company executed a share purchase agreement to acquire TransportUS Inc. TransportUS, Inc. was incorporated on October 24, 2018, with an S-Corp tax election. The corporation was incorporated with the issuance of 1,000 shares with no-par par value stock held by Lawrence Garcia, President and CEO. TransportUS Inc. provides human transportation services as a federal contractor, currently providing services in the state of California.
The purchase agreement was to issue 3,000,000 common shares to Lawrence Garcia in exchange for the 1,000 shares held from TransportUS, Inc. The agreement called for the immediate issuance of 1,500,000 shares when the agreement was executed with the remaining 1,500,000 shares to be issued contingent on TransportUS Inc., renewing its current transportation contract with the Veterans Administration in Long Beach California. See financial statement Note 16 for further information regarding the Veterans Administration Long Beach contract.
2
Overview
The Company manages two separate subsidiaries: Ameriguard Security Services, Inc. (“AGS”) and TransportUS, Inc. (“TUS”).
AGS principally provides guard services for Federal, State and Local governmental entities, quasi-governmental entities and for commercial property. Guard services generated approximately $10.4 million in revenues for the fiscal year ended December 31, 2025. Guard services include, providing armed and unarmed uniformed security personnel for access control, mobile patrols, traffic control, security console/system operators, fire safety directors, communication, reception, concierge and front desk/doorman operations.
TUS provides ambulatory and non-ambulatory services for the Veterans Administration, in Long Beach CA, Central Los Angeles CA and Loma Linda CA. These three contracts generate approximately $12.6 million in revenues annually. TUS operates approximately 70 vehicles, a mixture of sedans, minivans, and full-size vans with wheelchair lifts, along with a dispatch service available 24 hours a day, 365 days a year. The Veterans Administration contracts are awarded to a related party company owned by Larence Garcia, AmeriGaurd Security Systems Inc, (SYS), a California Corporation. To date TUS has managed the contracts in full and received all revenues and paid all expenses.
As we continue to push growth organically as well as through acquisition, we will be able to realize a greater market share in each of these two industries.
Corporation Information
Our principal executive offices are currently located at 5470 W Spruce Ave Suite 102 Fresno CA 93722.
Our website; www.ameriguardsecurity.com and www.transportus.us
Employees
As of December 31, 2025, AGSS had 6 administrative employees, AGS had 39 employees, and TUS had 103 employees. The Company considers relations with its employees to be very good.
Our Industries
Security
Security guard and related services in the US is comprised of over 11,000 companies and 900,000 officers. We compete with top firms, such as Allied Universal, Securitas, G4S and Prosegur Security, which control the majority of the industry. AGS revenue at approximately $10.4 million in annual revenue places it in the median spot in the industry.
We believe that the top 40 companies have the resources to harness technology, to expand their business into related services other than guard services. Companies with over $50 million in revenue have, over the last 10 years, experienced steady growth while those guard companies between $10 million and $20 million, the remaining 9,900 firms, have experienced greater challenges to increase revenues. We believe that the principal reason for this is the steady diversification of security services away from the traditional guard services to areas of utilization of technology requiring capital. Along with this, we believe that the profitability challenges below $20 million annual sales are much more difficult than above $50 million in sales, largely due to the significant economies of scale achieve at the higher revenue levels.
The proliferation of technology while increasing efficacy in performance and inevitably lower costs in the future, the impact on the contract security industry will likely have mixed results – positive for companies who harness technology into their service delivery strategies – and negative for those companies who fail to invest in or adopt these service-enhancing capabilities. Despite the advances in the U.S. contract guarding business over recent years, there remains a question as to the industry’s viability in view of the increasing trend for integrating manned services with security systems (i.e. security video, access control and monitoring) along with the emergence of other new smart technology options and solutions (i.e. robotics, drones, cybersecurity and crowd sharing alert notification).
3
The recent merger and acquisition trend, primarily by the major national and international security organizations and fueled by investment and funding from private equity firms, is continuing. The underlying reason for this shift is less obvious and suggests an increasing number of sellers who concluded that their better option was to exit and sell rather than remain in the marketplace and try to compete and organically grow their market share.
Despite its low barriers of entry and nominal capital requirements, the security guard business has become more challenging for the smaller owner/operator. The traditionally historic advantage of the smaller operator’s ability to offer relationship-driven customized services is no longer totally sufficient for sustainable growth – especially with the increasing regulatory challenges of the Affordable Care Act, federal and state minimum wage laws, Family Medical Leave Act and state laws (i.e. meal and rest break reporting and now, predictive scheduling).
Even stronger local and smaller regional companies are finding it more difficult to protect their client base and grow revenues under increasing regulatory as well as competitive pressures. Larger regional and national organizations are dealing with the regulatory climate while growing market share by leveraging infrastructure, technology, economies of scale with more aggressive pricing and better service reliability. This approach appears to offer a more compelling value proposition from the client’s perspective, which seems evident by the higher client retention rates reported by the major security companies.
However, this consolidation trend may not be inevitable for the future as newer, more tech-savvy owner/operators enter the business and recognize how to adopt best practices with a variety of sophisticated third-party software platforms and applications to help level the playing field. These include talent management and on-boarding applications to attract, hire and maintain a more skilled and reliable workforce; integrated labor management platforms to control scheduling, compliance, operations, payroll, billing and financial reporting; and state-of-the-art social media marketing applications.
The contract security industry should now be able to more effectively capitalize on and penetrate opportunities in a $20 billion in-house market – especially for those companies who have invested and integrated technology into a more highly reliable ecosystem of protective services.
For the foreseeable future, the U.S. manned guarding business seems likely for continued sustainable growth. While the technology/manpower ratio may shift the revenue mix going forward, based on today’s currently expanding U.S. economy, the prospects for an aggregate growth rate of four percent or more seem realistic and perhaps even conservative, especially for ownership who have prudently invested in technology enhancements to their core guarding operations.
Providing these strategies can yield an attractive ROI, increase operating profits (EBITDA ranges of four to six percent and higher) and enterprise valuations, this industry seems not only viable but also opportune for further investment consideration.
(The above industry data taken from https://www.nasco.org/wp-content/uploads/2021/08/2021-Bob-Perry-Contract-Security-Industry-White-Paper-1.pdf)
Non-Emergency Medical Transportation
The non-emergency medical transportation (NEMT) industry is a fast-growing industry. A review of multiple publications available online indicates the North American market was approximately $6.4 billion in 2022 with a compound annual growth rate of between 7.5% and 9%. This provides TUS with a market of approximately $8.5 billion in 2026. As a relatively new company, it is positioned to grow rapidly in the governmental NEMT market and is focused on expanding its market share in southern CA.
TUS has an excellent reputation in the industry and will take advantage of this status as it bids on contracts moving forward. TUS will continue to focus on providing high quality service with our excellent staff and improving the quality of our fleet. Taking advantage of the capital markets available to AGSS, TUS will be able to enter more markets and be very competitive and profitable. TUS won two additional contracts with the Department of Veteran’s Administration in 2024.
4
ITEM 1A. RISK FACTORS
AS A SMALLER REPORTING COMPANY, WE ARE NOT REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY.
We have a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.
Cybersecurity Governance
ITEM 2. PROPERTIES
The Company’s corporate headquarters is located at 5470 W. Spruce Avenue, Suite 102, Fresno CA. The lease is currently month to month. Landlord has not indicated a desire for a new lease. Our lease payments are a total of $41,250 for the entire term (or, $3,460 per month). The Company believes that this rent is reasonable and comparable to the rent under an extended lease.
TransportUS Inc. leases and office located at 9144 Rose St Bellflower, CA 90706, as the operational office for the three Department of Veterans Administration contracts in Long Beach, Loma Linda and Central Los Angeles. The location provides an office facility and parking for transportation vehicles. The annual rent is $102,000 ($8,500 per month). The lease began on February 1, 2025, and is a 5-year lease.
5
ITEM 3. LEGAL PROCEEDINGS
Involvement in Certain Legal Proceedings
To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:
| ● | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses) |
| ● | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
| ● | been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| ● | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| ● | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
As of December 31, 2025, there are two employment issues pending. The issues revolve around terminated employees alleging the Company has failed to pay minimum wages, sick pay wages, meal period violations, rest period violations, wage statement violations and violation of the unfair business practices act, known as PAGA/Class Action suit. A PAGA/ Class Action suit was filed in 2024 against Ameriguard Security of California and Settled in March 2025 in the amount of $150,000. The settlement required a 10% initial payment and the balance due after the court approves the settlement. It is anticipated that the final ruling may occur in late 2026. Management expects to be able to negotiate a payment plan, if necessary, at that time. The second PAGA/Class Action suit was filed against TransportUS Inc. in 2025 and was settled in February 2026 in the amount of $150,000. The settlement, once approved by court requires payment eighteen months from settlement date.
The Wage and Hour Division of the U.S. Department of Labor (“DOL”) is conducting an investigation of the Company’s affiliate contractor’s inability to meet its payroll and other obligations under several contracts with the Social Security Administration. Correspondence from DOL, dated February 5, 2026, to the Department of Veterans Affairs, states the affiliate contractor failed to pay the required prevailing wage, fringe benefits, and overtime under the Contract Work Hours and Safety Standards Act. The DOL correspondence further states that these alleged violations resulted in a total of $1,326,182.87 in back wages, and, of that amount, $356,741.06 in back wages remain outstanding. The February 5, 2026 DOL correspondence states that in accordance with Department of Labor Regulations, 29 CFR Part 4.187, and as provided for in 48 CFR, Federal Acquisition Regulations (FAR) Part 22.1022, the DOL requested that over the next six months, a total of $356,741.06 be withheld from contract payments due the affiliate contractor.
On March 27, 2026, Legalist Government Receivables Fund, LP, and Legalist SPV III, LP filed in the Supreme Court of New York (Index No. 651884/2026), a Notice of Motion for Summary Judgment in Lieu of Complaint for entry of judgment against the Company, Transportus,Inc., and Lawrence D. Garcia in the amount of $4,123,549,73, as well as attorneys’ fees, costs, and expenses and further relief.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
6
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
As of the date of this report, the Company’s common stock is quoted on OTC Markets, symbol AGSS.
The high and low bid price of our common stock for such date is as follows:
| Year Ended | High | Low | ||||||
| December 30, 2025 | $ | .0248 | $ | .0248 | ||||
The last reported sales price of our common stock on the OTC Markets on March 31, 2026, is $.0224.
Authorized Capital Stock
Our authorized capital stock consists of five hundred million (500,000,000) shares of common stock, par value $0.001 per share. Immediately after giving effect to the Merger and related transactions, there were 94,918,292 shares of our common stock issued and outstanding.
Dividend Policy
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
Holders
As of December 31, 2025, there were 89,348,478 shares of common stock issued and outstanding, which were held by 99 stockholders of record, with 3,261,930 shares held by over 700 individuals in private brokerage accounts.
Transfer Agent
The transfer agent for our common stock is V-Stock Transfer, and its telephone number is (727) 289-0010.
Equity Compensation Plans
We do not have any equity compensation plans.
Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers
None.
ITEM 6. SELECTED FINANCIAL DATA.
Smaller reporting companies are not required to provide the information required by this Item 6.
7
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Item 7 contains forward-looking statements. Forward-looking statements in this Annual Report on Form 10-K are subject to a number of risks and uncertainties, some of which are beyond our control. Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which we are not currently aware or which we currently deem immaterial could also cause our actual results to differ, including those discussed in the section entitled “Forward-Looking Statements” included elsewhere in this Annual Report.
Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this Annual Report on Form 10-K (the “Financial Statements”). The financial statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.
The following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the Financial Statements and footnotes thereto appearing elsewhere in this Report.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) regulatory, competitive and contractual risks; (c) development risks; (d) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth, and (e) unknown litigation.
Corporate Structure
As previously mentioned, on December 9, 2022, AGSS executed a reverse merger with AmeriGuard (AGC) resulting in AGSS becoming the sole owner of AGC. This merger establishes AGSS as a company operating a viable guard company with annual sales of approximately $24,000,000. It also is in a position to access the capital market to generate the capital needed to begin its growth strategy of mergers and acquisitions within the security industry.
On October 20, 2023, the Company executed a share purchase agreement to acquire TransportUS Inc (TUS). This brings the second entity under the ownership and management of AGSS. TUS, adds an opportunity to increase revenues in the more profitable federal contracts requiring non-emergency medical transportation. As mentioned earlier, this industry is projected to grow at 9% year over year through 2032. The addition of TUS increased total revenue for 2024 to approximately $26,000,000.
AGSS continues developing the leadership team needed for success. We have in place a CEO with 22 years of experience in our industry and has been very successful in the government contracting market. Our CFO has over 40 years of experience in improving business performance as well as organizational growth across various sectors. We have engaged legal and SEC compliance professionals. We have a Board of Directors with business development with specifically high tech and AI experience.
8
Results of Operations for the fiscal year ending December 31, 2025
Revenues and Cost of Services
For 2025 the Company experienced a 11% overall decrease in operational revenue, totaling approximately $2,903,900. The decrease results from AGCs loss of three federal guard contracts with Social Security Administration in Durham NC, Urbana MD, and Wilkes-Barre PA. The loss of the three contracts reduced total revenue by approximately $6,593,700. This loss was offset by an increase in total revenue from TUS in the amount of $3,690,000. Also, in 2025, TUS had an increase in service fee credits issued by approximately $161,450, offset by an increase in other services revenue by approximately $169,700.
The demand for commercial services continued to increase in 2025, but the expectations of the cost of our services are out of line with the market expectations. As AGC deals with the increased labor costs, the customers are experiencing similar cost pressures and are less willing to pay for our traditional services. This conflict with commercial services needing to raise services fees and customers needing to pay less has created challenges in the market. As a result, AGC has needed to shift its approach to protecting business assets from the traditional standing guard to technology and patrol services. AGC has established a 24-hour dispatch department to monitor camera systems and direct patrolling officers to the problem locations. Our patrol officers respond to all alarms regardless of cause within 15 minutes of activation. This is a cost effect way for businesses to have protection without the high expense of a posted guard. The market continues to respond positively to this new approach to protecting company assets. AGC is planning to increase market share for these services by adding two additional individuals to our sales team and expanding to the Las Vegas Nevada market.
Currently, we have three Federal transportation contracts continuing into 2026, that approximated 89% of our total services revenue for the year ended December 31, 2025. All federal contracts are awarded with a term of 5 years, with annual renewals. At the end of each contract year the government has the option to renew, cancel or renegotiate. Our six contracts and their respective terms are as follows:
| ● | Social Security Administration, NSC | - | September 2022 through June 2025 Annual Revenue of approx. $6.1M | ||
| ● | Social security Administration, SSC | - | June 2022 through June 2025 Annual Revenue of approx. $5.4M | ||
| ● | Social Security Administration, WBDOC | - | June 2021 through June 2025 Annual Revenue of approx. $3M | ||
| ● | Veterans Administration – Long Beach CA | - | Feb 2019 through March 2026 Annual Revenue of approx. $9M | ||
| ● | Veterans Administration – Los Angeles CA | - | Oct 2024 through Sep 2029 Annual Revenue of approx. $1M | ||
| ● | Veterans Administration – Loma Linda CA | - | Oct 2024 through Sep 2029 Annual Revenue of approx. $2.8M |
As with all professional service industries, most of the expense is direct labor and expenses associated with that labor. We are not an exception. Our direct expenses average around 84% of revenues. Total direct cost of services was approximately $20,050,000 in 2025 and approximately $23,400,000 in 2024.
The total direct cost of services saw a decrease of approximately $3,033,000, or 13%. This decrease was the result of labor and benefits declining by approximately $5,436,000 after losing the federal guard contracts in July 2025. This decrease in employee expenses was offset by an increase in ither direct expenses in the amount of approximately $2,402,000.
9
Operating Expenses and Other Expense
Operation expenses decreased in 2025 over 2024 by approximately $140,000. Total expenses in every expense category, other than Salaries payroll taxes and benefits, Communication services, Licenses and permits, General and administration expenses and Depreciation expenses, decreased. The total decrease in expenses is approximately $762,700. The total increase in the expense categories listed above totaled approximately $622,600.
At this time, our operating structure and current level of expense can handle twice the revenue with minor increases to our operating overhead expenses. This allows the entire gross profit of any new contract or company acquisition to go straight to the bottom line, providing a consistent return on investment.
Net (Loss) from Operations and Other Income
The Company experienced a net loss from operations of $3,134,181 for the year ending December 31, 2025, compared to a loss of $3,403,601 for the year ending December 31, 2024. A decrease in our net loss from operations of $269,420. Other income for 2025 was $2,647,040, resulting from three unusual events. AGC had a gain on sales assets in the amount of $177,176, AGC received an employee retention tax credit (ERTC) in the amount of $1,943,743 and TUS Experience a forgiveness of debt in the amount of $657,327. ARC paid an ERTC preparation fee of $247,330. Resulting in a pre-tax net loss of $487,792 for 2025 and a pre-tax net loss of $2,332,735 for 2024.
Results of Operations for the fiscal year ending December 31, 2024
Revenues and Cost of Services
For 2024 the Company experienced a 26% overall increase in operational revenue, totaling approximately $5,465,000. The increase results from the inclusion of a full year of revenue from TransportUS Inc. (TUS). The increase over revenue received in 2023 totaled approximately $8,100,000, and a decrease in total guard services revenue from AmeriGuard Security Services Inc. (AGS) of approximately $2,700,000. The revenue decrease experienced by AGS was mainly from the loss of the contract with the Environmental Protection Authority, EPA, that ended in May 2023. All other revenue items had only minor changes with no significant impact on total revenue.
For the federal guard contracts, as the costs of labor increases within the unionized contract so does the revenue. For Commercial operations there is a lag between cost increases and service rate increases. It’s our practice to adjust service rates annually in the month of February. Although we did increase our billing rates for new contracts during 2024, the existing companies will not see an additional rate increase until February 2025. Although demand for services continued to increase in 2024, the expectations of the cost of those services were out of line with the market expectations. As AGS deals with the increased labor costs, the customers are experiencing similar cost pressures and are less willing to pay for our traditional services. This conflict with AGS needing to raise services fees and customers needing to pay less has created challenges in the market. As a result, AGS has needed to shift its approach to protecting business assets from the traditional standing guard to technology and patrol services. AGS has established a 24-hour dispatch department to monitor camera systems and direct patrolling officers to the problem locations. Our patrol officers respond to all alarms regardless of cause within 15 minutes of activation. This is a cost effective way for businesses to have protection without the high expense of a posted guard. The market continues to respond positively to this new approach to protecting company assets.
In 2024, we had six Federal contracts continuing into 2025, that approximated 89% of our total services revenue for the year ended December 31, 2024. All federal contracts are awarded with a term of 5 years, with annual renewals. At the end of each contract year the government has the option to renew, cancel or renegotiate. In 2024, our six contracts and their respective terms were as follows:
| ● | Social Security Administration, NSC | - | September 2022 through September 2027 Annual Revenue of approx. $6.1M | ||
| ● | Social security Administration, SSC | - | June 2022 through June 2027 Annual Revenue of approx. $5.4M | ||
| ● | Social Security Administration, WBDOC | - | June 2021 through July 2026 Annual Revenue of approx. $3M | ||
| ● | Veterans Administration – Long Beach CA | - | Feb 2019 through September 2025 Annual Revenue of approx. $9M | ||
| ● | Veterans Administration – Los Angeles CA | - | Oct 2024 through Sep 2029 Annual Revenue of approx. $720K | ||
| ● | Veterans Administration – Loma Linda CA | - | Oct 2024 through Sep 2029 Annual Revenue of approx. $2.1M |
As with all professional service industries, most of the expense is direct labor and expenses associated with that labor. We are not an exception. Our direct expenses averaged around 89% of revenues. Total direct cost of services was approximately $23,400,000 in 2024 and approximately $19,160,000 in 2023.
10
The total direct cost of services saw an increase of approximately $4,300,000, or 22%. This increase was expected due to the direct expenses of labor and vehicles of including a full year of TUS direct expenses. The Company acquired TUS in the fourth quarter of 2023, so there were only 2 months of expenses reflected in 2023. The increase is the net result of an increase in direct labor expenses in the amount of $2,700,000, an increase of approximately $2,000,000 in vehicle expenses. These increases were offset by a decrease in total subcontractor expenses of approximately $483,000. The gross margin increased approximately $1,200,000, a 66% increase. As a percentage, the gross margin percentage increased to 11.3% in 2024 from 8.6% in 2023.
Operating Expenses and Other Expense
Operation expenses increased in 2024 over 2023 by approximately $2,168,000. The largest category of increase was in loan interest, of approximately $1,220,000, resulting from utilizing several high-interest loans necessary to cover the operational capital needs. Professional services experienced an increase of approximately $529,000. Approximately $250,000 of this increase resulted from a class action lawsuit filed alleging labor law violations. Additionally, there was an increase in the general and administrative expenses of approximately $157,000. Within the general and administrative expenses, outside services expenses increased approximately $100,000. Advertising and marketing experience and increase of approximately $120,000. TUS expenses the graphics put on the vans in this category and added 41 vans in 2024, total cost $90,235. AGC redesigned its website and added social media advertising to increase guard services revenue. This program ended in October. There were increases in other operating expense categories such as vehicle expense, general liability insurance, licenses and permits and depreciation totaling approximately $354,000, which was offset by a decrease in administrative salaries and payroll taxes by approximately $240,000.
Net (Loss) from Operations and Other Income
The Company experienced a significant net loss from operations of $3,403,601 for the year ending December 31, 2024, compared to a loss of $2,428,682 for the year ending December 31, 2023. Other income for 2024 was $1,070,866, including a gain on deferred liability subsidiary of $1,018,500, while 2023 had other income of $2,561,555 from the Employee Retention Tax Credit received by AGS in June 2023. Resulting in a pre-tax net loss of $2,332,735 for 2024 and a pre-tax net income of $103,615 for 2023.
Liquidity and Capital Resources
The Company’s principal sources of liquidity include cash from operations and proceeds from debt financing. During the year ended December 31, 2025, operations generated net cash decrease of $453,964, a significant improvement over the $2,611,537 decrease in 2024. Cash used from investing activities during 2025 was $346,273. Cash provided from financing activities was $886,071. The main source of cash from financing activities was short-term loans received in the amount of $3,994,097. Financing activities usage was total loan payments of $3,391,108.
On December 31, 2025, the Company had cash on hand of $728,915, with total current assets of $2,575,368.
Management Dispute and Interruption of Credit Line with Legalist
On June 12, 2025, Douglas Anderson and Russel Honore, on behalf of the Board of Directors of the Company, removed Lawrence D. Garcia from the position of Chief Executive Officer of the Company and appointed Douglas Anderson, an independent director of the Board and member of the Audit Committee and Compensation Committee, as interim Chief Executive Officer.
11
On June 16, 2025, Mr. Garcia, as a majority shareholder, pursuant to Section 3.6 of the Company’s bylaws, removed Mr. Anderson and Mr. Russel Honore as board members. In addition, on June 16, 2025, Mr. Garcia, pursuant to the bylaws, appointed Wilhelm Cashen and Terry Slatic, as board members. The Board of Directors removed Douglas Anderson from the position of Interim Chief Executive Officer of the Company and re-appointed Mr. Garcia as Chief Executive Officer. At the same time, the Board of Directors appointed Terry Slatic and Wilhelm Cashen to be the members of the Audit Committee.
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 as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 15, 2025 (the “July 15, 2025 Form 8-K”).
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 as Exhibit 10.2 to the July 15, 2025 Form 8-K.
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. 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 as Exhibit 10.3 to the July 15, 2025 Form 8-K.
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 as Exhibit 10.4 to the July 15, 2025 Form 8-K.
12
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 as Exhibit 10.5 to the July 15, 2025 Form 8-K.
Following a two-day evidentiary hearing on July 29 and 31, 2025, the Court denied Mr. Anderson’s and Mr. Honore’s motion for a preliminary injunction without prejudice, concluding, among other things, that Mr. Anderson and Mr. Honore failed to show a likelihood of success on the merits of their claims. However, the Court allowed them to provide additional proof that Mr. Garcia was not the controlling shareholder as of June 16, 2025. There is a court date set in February 2027. Both parties have agreed to a mediation, which is scheduled to occur in May 2026.
Interruption of Line of Credit Financing
On July 1, 2025, the Company received a notice of an event of default under its Government Purchase Order/Receivables Financing Agreement (the “Financing Agreement”), dated as of February 5, 2025, between the Company and List Government Receivables Fund, LLC (aka Legalist”) (the “Lender”). The Financing Agreement provides for a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000. Amounts advanced accrue interest daily at the U.S. prime rate in effect from time to time (divided by 365) plus 0.0246%. On July 1, 2025, the outstanding principal balance due was $5,845,900. Pursuant to the Financing Agreement, the Company granted to the Lender a continuing lien on and security interest in all assets of Borrower. TransportUS, Inc., a California corporation, and Lawrence D. Garcia each have guaranteed the Company’s payment and performance obligations under the Financing Agreement.
The notice stated there is the occurrence and continuation of certain Events of Default under the Financing Agreement, from at least June 12, 2025, arising from circumstances that the Lender contends constitute an Event of Default under Section 21(e) of the Financing Agreement and which, in Lender’s sole discretion, have caused Lender to deem itself insecure. As a result, since such date, incremental 4.75% interest has accrued on all of the Borrower’s obligations under the Financing Agreement and shall continue until repayment in full.
Section 21(e) of the Financing Agreement provides that an “Event of Default” shall be deemed to have occurred and be continuing if: (e) [a]ny material change occurs in Borrower’s business or business structure, expressly including its ownership or financial condition or there occurs any dispute between its principals/managers/officers, any of which (in Lender’s sole and absolute discretion) causes Lender to deem itself insecure; Borrower acknowledges that it shall not change any material aspect of its business structure.
After an Event of Default, the Lender may, in its sole and absolute discretion, require Government Account Debtors to pay Eligible Purchase Order and/or Eligible Receivable obligations directly to it or an affiliate, including (i) notify a Government Account Debtor that its account has been assigned to Lender by Borrower and that payment thereof shall be made to the order of and directly to Lender and (ii) demanding, collecting, or enforcing payment thereof. After an Event of Default, Lender may suspend or terminate Lender’s obligations to make advances upon notice of termination to Borrower, after which Borrower shall be obligated to pay immediately to Lender the full amount of its outstanding obligations. After an Event of Default, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, including attorneys’ fees and costs, actually incurred by Lender.
On July 1, 2025, prior to receiving the notice of default, the Company requested a draw under the Financing Agreement in the amount of $981,816, a substantial part of which was to fund the Company’s July 10, 2025 payroll obligation. On July 2, 2025, Legalist informed the Company that in light of the existing Event of Default under the Financing Agreement that it would not make any advances unless and until the default had been resolved to its satisfaction. As a result, the Company is unable to satisfy its July 10, 2025 payroll obligation, which will materially adversely affect the Company’s results of operations and financial position.
13
A copy of the Financing Agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 14, 2025. The above description of the terms of the Financing Agreement is qualified in its entirety by reference to such exhibit.
As a result of the Lender’s actions described above, and in order to act responsibly and transparently with our contracting agencies, on July 14, 2025, AGSS formally notified the respective federal Contracting Officers that the Company was required to forfeit the following contracts:
Social Security Administration – Wilkes-Barre, PA (Annual Revenue: $3,184,176)
Social Security Administration – Urbana, MD (Annual Revenue: $6,339,912)
Social Security Administration – Durham, NC (Annual Revenue: $5,490,360)
On March 27, 2026, Legalist Government Receivables Fund, LP, and Legalist SPV III, LP filed in the Supreme Court of New York (Index No. 651884/2026), a Notice of Motion for Summary Judgment in Lieu of Complaint for entry of judgment against the Company, TransportUS, Inc., and Lawrence D. Garcia in the amount of $4,123,549,73, as well as attorneys’ fees, costs, and expenses and further relief.
The major impact of the management dispute and interruption of the financing agreement was the loss of our operational fund source and the significant attorney fees we incurred. The lender, Legalist LLC, was providing monthly cash for operations for our then six federal contracts.
The following is an overview of the strategic plan developed for 2026
There are three avenues for AGSS to achieve the significant success it seeks for our shareholders. Those are:
| 1. | Grow the Transportation company through new federal contracts and local private party services |
| 2. | Adapt to and drive the need for high tech security services as the leader in the industry |
| 3. | Acquire industry related companies |
All three of these strategies require capital to accelerate success. Which is why a large portion of the executive management team and the board’s focus is exploring every opportunity to find a willing partner investor to join AGSS and help AGSS achieve the goal of becoming a company actively trade on the NASDAQ market.
The first avenue is rather routine for the transportation company. That is submitting bids on every VA contract that is announced. TUS has established a duplicatable structure and system allowing us to establish an operation anywhere in the USA. We can do this without a significant amount of capital, but investment capital would allow TUS own vehicles rather than leasing them, allowing for better contract pricing increasing the odds of being awarded new contracts. TUS currently has four outstanding bids and two more being prepared. In the next twelve months management anticipates approximately 6-10 RFP’s to be put out by the VA. Additionally, the market is expanding to accommodate individual’s needs for non-emergency medical transportation. TUS has been looking into ways to meet this need in a profitable way. It appears the best approach is to focus on private pay transportation. A part of our strategic plan is to first develop this service in the Fresno area and then expand by adding the service to the team in southern CA. There is a need for new capital to help develop this service. There’s a need for two new fully outfitted vehicles and personnel to be available to deliver the service and build the program.
Management is taking steps to increase revenue for our AGC subsidiary by focusing on our very successful combination of portable surveillance system, 24/7 monitoring and security guard response. This three-part approach to protecting business assets meets the needs of most businesses and is very affordable over the traditional night guard. It allows AGC to support the customers’ needs, using our portable high-tech camera systems at a much lower cost to the customer. At the same time AGC benefits from fewer guards to cover more companies. Immediately, AGSS is launching a new marketing campaign, opening a sales office in Las Vegas, and hiring two individuals to our sales team. This will provide the sales needed to cover our operational cash needs, while we develop the next level of high-tech business asset protection.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company and are not required to provide the information required by this item.
14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our consolidated balance sheets, as of December 31, 2025, and 2024, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for each of the two years in the period ending December 31, 2025, and 2024, together with the related notes and the report of our independent registered public accounting firm, are set forth on the “F” pages of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On May 3, 2024, the Securities and Exchange Commission (the “Commission”) entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers and its sole audit partner, Benjamin F. Borgers CPA, permanently barring Mr. Borgers and BF Borgers from appearing or practicing before the Commission as an accountant (the “Order”). As a result of the Order, BF Borgers may no longer serve as the independent registered public accounting firm for the Company, nor can BF Borgers issue any audit reports included in Commission filings or provide consent with respect to audit reports. In light of the Order, on May 6, 2024, the Board of Directors of the Company terminated the engagement of BF Borgers as its independent registered accounting firm.
BF Borgers’s reports on the Company’s financial statements for the fiscal years ended December 31, 2023, and 2022 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
There have been no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) and no “reportable event” occurred (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) during the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period up to and including May 6, 2024, the date of BF Borgers’s dismissal, between the Company and BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of BF Borgers, would have caused them to make reference to the subject matter of the disagreement in connection with their report on the Company’s financial statements for those periods.
In the May 3, 2024 “Staff Statement on the Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order Against BF Borgers CPA PC” (the “Staff Statement”), the Commission advised registrants that they may indicate in their Commission filing that BF Borgers is not currently permitted to appear or practice before the Commission for reasons described in the Order, in lieu of including a letter from BF Borgers stating whether it agrees with our disclosures under Item 304 of Regulation S-K. In light of the Order and the Staff Statement, we are not requesting BF Borgers to furnish the Company with such letter.
On May 8, 2024, the Board of Directors of the Company appointed Bush & Associates CPA, LLC (“Bush & Associates”) as the Company’s new independent registered accounting firm. During the Company’s two most recent fiscal years and through May 8, 2024, neither the Company nor anyone acting on the Company’s behalf consulted Bush & Associates with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
15
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) that are designed to ensure that information that would be required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended. The Company appointed an independent audit committee June 14, 2023.
Internal Control over Financial Reporting and Attestation Report of Registered Public Accounting Firm
This annual report does not include a report of management’s assessment regarding internal control over financial reporting (“ICFR”) or an attestation report of the Company’s independent registered public accounting firm on ICFR due to a transition period established by rules of the Securities and Exchange Commission (the “SEC”) for newly public companies. The SEC has adopted a transition period permitting a newly public company to wait until its second annual report to comply with Section 404(a) of Sarbanes-Oxley Act of 2002 (“SOX”). After that point, issuers that are emerging growth companies, or are not large, accelerated filers or accelerated filers are exempt from the requirements of SOX 404(b). As such, if the Company continues to satisfy as being an emerging growth company or other exemption standards as listed above, it will continue to be exempted from filing attestation report of the Company’s independent registered public accounting firm regarding ICFR.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
16
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Set forth below is information regarding our directors and executive officers as of December 31, 2025:
The following persons are executive officers and directors upon completion of the Merger, and hold the positions set forth opposite their respective names, including shares held.
| Name | Age | Position | Common shares held | Percentage of Class(1) | ||||||||
| Lawrence Garcia | 53 | Chairman of the Board, President and Chief Executive Officer Chief Operating Officer, Chief Marketing Officer, Secretary, Treasurer and Director | 70,179,413 | 78.55 | % | |||||||
| Michael Goossen, CPA | 64 | Chief Financial Officer | 3,000,000 | 3.36 | % | |||||||
| Wilhelm Cashion | 73 | Director | none | 0 | % | |||||||
| Major Terry Slatyic | 66 | Director | none | 0 | % | |||||||
| (1) | Based on 94,918,292 shares of common stock outstanding as of December 31, 2024 |
Lawrence Garcia is the CEO and President of AmeriGuard Security Service, Inc incorporated in state of California in 2002. Lawrence is a disabled veteran of the United States Navy and of Hispanic dissent. He has led the company from a small local guard company to a national company currently managing Federal Government contracts. Mr. Garcia has twice been named, “Businessman of the Year” in the State of California.
Michael Goossen, CPA is the former Chief Financial Officer of AmeriGuard Security Services, Inc., a California Corporation. Michael has been a CPA since 1986, has worked in multiple industries as a CFO and CEO. During the past 20 years he has been providing small business consulting, offering CFO services and executive leadership development. Michael began working with AmeriGuard as a CFO consultant and business development strategist 3 years ago and became the full time CFO for AmeriGuard in August 2022.
Wilhem Cashen, Board Director. Mr. Cashen has over four decades of experience with business development, turn-a-rounds and a specialist in the automotive and Electric Vehicle (EV) sectors, Wilhelm Cashen has established himself as a pioneering force since 1978. His diverse and impactful career encompasses special vehicle manufacturing, software development for automation, and strategic involvement with machine learning and AI-driven companies. As both a founder and turnaround specialist, Wilhelm has successfully built and restructured ventures across non-profit and for-profit landscapes, demonstrating exceptional leadership in engineering, manufacturing, and corporate strategy. His accomplishments include the development of groundbreaking vehicle designs, execution of successful business acquisitions, and the advancement of innovative initiatives in machine learning, artificial intelligence and robotics.
17
Major Terry Slatic, Board Director. Major Slatic had a unique time in the Marine Corp. His 11 years as a Marine spanned two separate service years, 1984-1988 and 2006-2013. During his second term with the Marines, he was deployed to Iran and Afghanistan 6 times. He received medical retirement in 2013. He has a degree in economics and has worked for Abott Laboratories, Idexx Laboratories and Biopure Corporation. He served as a board member of the Fresno Unified School District from 2018-2022, and currently is a Radio host on KNJ 580AM in Fresno CA.
Term of Office
Our directors are appointed to hold office until the next meeting of our shareholders or until removed from office in accordance with our bylaws.
Family Relationships
There are no family relationships between any of our directors or executive officers.
Our directors do not hold any directorships in other reporting companies and does not qualify as an “independent director” under the Rules of NASDAQ, Marketplace Rule 4200(a)(15).
To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) have:
| (a) | had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. |
| (b) | been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. |
| (c) | been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. |
| (d) | been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. |
Director or Officer Involvement in Certain Legal Proceedings
To our knowledge, our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company is not subject to Section 15(d) of the Securities Exchange Act Exchange Act.
18
Code of Ethics
A code of business conduct and ethics is a written standard designed to deter wrongdoing and to promote (a) honest and ethical conduct, (b) full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, (c) compliance with applicable laws, rules and regulations, (d) the prompt reporting violation of the code and (e) accountability for adherence to the code. We are not currently subject to any law, rule or regulation requiring that we adopt a code of ethics; however, we intend to adopt one in the near future.
Insider Trading
Arrangements and Policies
Board of Directors
All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. Officers are elected by and serve at the discretion of the board.
Our directors are reimbursed for expenses incurred by them in connection with attending board meetings and receive a monthly honorarium for serving on the board.
Lawrence Garcia, CEO and majority Shareholder, is our only non-independent director.
Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:
| ● | the director is, or at any time during the past three years was, an employee of the Company; | |
| ● | the director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); | |
| ● | a family member of the director is, or at any time during the past three years was, an executive officer of the Company; | |
| ● | the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); | |
| ● | the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or | |
| ● | the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit. |
Compensation committee
The board of directors established a compensation committee as required by Sarbanes-Oxley Act. The committee will make compensation recommendations to the board.
19
2025 Equity Incentive Plan
Our Board of Directors and stockholders, owning a majority of our outstanding shares plans to adopt an Equity Incentive Plan during 2026. Details of the plan will be developed with the input of the Board of Directors along with the established compensation committee.
Code of Ethics
We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.
ITEM 11. EXECUTIVE COMPENSATION
Executive positions and salaries:
| Name and Position | Year | Salary ($) | Bonus ($) | Other Compensation ($) | Total ($) | |||||||||||||
| Lawrence Garcia – CEO | 2025 | 176,464 | 53,500 | 34,982 | 264,946 | |||||||||||||
| 2024 | 188,351 | 21,279 | 209,630 | |||||||||||||||
| Michael Goossen, CPA – CFO | 2025 | 142,500 | 60,000 | 1,067 | 203,567 | |||||||||||||
| Jason Bovell, CPA – Former CFO | 2024 | 240,000 | ||||||||||||||||
Employment Agreements
As of December 31, 2025, there are no employment agreements in place. It is the intention of ownership to rely on the recommendation of the compensation committee appointed by the Board of Directors.
Outstanding Equity Awards at Fiscal Year-End
There were no outstanding equity awards held by our officers as of December 31, 2025.
Long-Term Incentive Plans and Awards
There were no awards made to a named executive officer in fiscal 2025 and 2024 under any long-term incentive plan.
Director Compensation
Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors.
Payments to Directors declined in 2025 compared to 2024. Payments totaled $90,000 for the year ending December 31, 2025, and $135,000 for the year ending December 31, 2024. The reason for the decline was in two parts. First the two previous Board directors, Douglas Anderson and General Richard Honore, were removed by the majority shareholder Lawrence Garcia in June of 2025. This ended the stipends paid to board members. The new board members mentioned above in Item 10, have agreed to serve without compensation until the Company regains profitability and positive cash flow.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. All share ownership figures include shares of our Common Stock issuable upon securities convertible or exchangeable into shares of our Common Stock within sixty (60) days of March 31, 2026 which are deemed outstanding and beneficially owned by such person for purposes of computing his or her percentage ownership, but not for purposes of computing the percentage ownership of any other person.
| Name | Beneficial Ownership | Percentage of Class(1) | ||||||
| Lawrence Garcia | 70,179,413 | 78.55 | % | |||||
| Michael Goossen, CPA | 3,000,000 | 3.36 | % | |||||
| All officers/directors as a group (2 people) | 73,179,413 | 81.91 | % | |||||
| (1) | Based on 89,348,478 shares of common stock outstanding as of December 31, 2025. |
20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Related Party Transactions
As of December 31, 2025, the subsidiary TransportUS Inc., has a note receivable from AmeriGuard Security Systems, Inc. (SYS). SYS is a California Corporation, owned 100% by Lawrence Garcia, the majority shareholder of AGSS. See financial statement Note 3 for additional information regarding the note receivable.
Additionally, the Veterans Administration contracts managed by TUS are awarded to SYS.
To date TUS has managed the contracts in full, and received all revenues and paid all expenses.
Independence of the Board of Directors
For a director to be “independent” under these standards, the Board must affirmatively determine that the director has no material relationship with us, either directly or as a partner, shareholder, or officer of an organization that has a relationship with us. Applying corporate governance standards, and all other applicable laws, rules and regulations, the Board of Directors has determined that two of our directors are independent. This does constitute an independent board of directors.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
We were billed by our independent public accountants for the following professional services performed for us during the fiscal year ended December 31, 2025, and 2024, as set forth in the table below:
| 2025 | 2024 | |||||||
| Audit Fees | $ | 170,000 | $ | 80,000 | ||||
| Audit Related Fees | $ | $ | ||||||
| Tax Fees | $ | $ | ||||||
| All other fees | $ | $ | 21,500 | |||||
| TOTAL FEES | $ | 170,000 | $ | 101,500 | ||||
Audit Fees — This category includes the audit of our annual financial statements and services that are normally provided by independent auditors in connection with engagements for those fiscal years.
Audit-Related Fees — This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.
Tax Fees — This category consists of professional services rendered by the Company’s independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
All Other Fees — This category consists of fees for other miscellaneous items such as financial statements reviews and quarterly filing reviews.
Pre-Approval Policies and Procedures
All of the services rendered to us by our independent registered public accountants were pre-approved by the Board.
21
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
Financial Statements
The following financial statements of Ameriguard Security Services, Inc. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this report:
(b) Exhibits
See the Exhibit Index following the signature page of this report, which Index is incorporated herein by reference.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERIGUARD SECURITY SERVICES, INC. | |||
| Date: June 26, 2026 | By: | /s/ Lawrence Garcia | |
| Name: | Lawrence Garcia | ||
| Title: | Chief Executive Officer | ||
| (principal executive officer) | |||
| Date: June 26, 2026 | By: | /s/ Michael Goossen | |
| Name: | Michael Goossen | ||
| Title: | Chief Financial Officer | ||
| (principal
financial officer and principal accounting officer) | |||
23
AMERIGUARD SECURITY SERVICES, INC.
Exhibit Index to Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2025
| * | Exhibits filed herewith. |
24
Index to Financial Statements
F-1
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders of
Ameriguard Security Services, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Ameriguard Security Services, Inc. as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Ameriguard Security Services, Inc. as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the events and conditions, including recurring operating losses, negative stockholders’ equity, significant current debt obligations, defaults under financing arrangements, adverse legal and regulatory matters, the loss of key government contracts, and the loss of a major transportation contract subsequent to year end, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Ameriguard Security Services, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Ameriguard Security Services, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.
/s/
We have served as Ameriguard Security Services, Inc.'s auditor since 2024.
June 26, 2026
PCAOB ID Number
F-2
AmeriGuard Security Services, Inc.
CONSOLIDATED BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts Receivable | ||||||||
| Current Portion Related Party Note Receivable (note 3) | ||||||||
| Prepaid Expenses | ||||||||
| Deposits | ||||||||
| Related Party Transactions (note 4) | ||||||||
| Total Current Assets | ||||||||
| Other Non-Current Assets | ||||||||
| Fixed Assets, Net Depreciation (note 5) | ||||||||
| Related Party Note Receivable (note 3) | ||||||||
| Operating Lease (note 6) | ||||||||
| Goodwill (note 7) | ||||||||
| Total Non-Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | $ | ||||||
| Accrued Payroll | ||||||||
| Deferred Revenue (note 8) | ||||||||
| Payroll Liability - Pension (note 9) | ||||||||
| Deferred Liability Subsidiary (note 5) | ||||||||
| Current Portion Operating Lease (note 6) | ||||||||
| Current portion of Notes Payable (note 10) | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Liabilities | ||||||||
| Long Term Portion of Notes Payable (note 10) | ||||||||
| Operating Lease (note 6) | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $. | ||||||||
| Retained earnings/(deficit) | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to financial statements
F-3
AmeriGuard Security Services, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ending
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Services | $ | $ | ||||||
| Discounts and allowances | ( | ) | ( | ) | ||||
| Other operational income | ||||||||
| Total Revenue | ||||||||
| Cost of Services | ||||||||
| Salaries and related taxes | ||||||||
| Employee benefits | ||||||||
| Sub-Contractor payments | ||||||||
| Training and direct expenses | ||||||||
| Vehicles and equipment expenses | ||||||||
| Total Cost of Services | ||||||||
| Gross Margin | ||||||||
| Operating Expenses | ||||||||
| Salaries, payroll taxes and benefits | ||||||||
| Vehicle expense | ||||||||
| Professional services | ||||||||
| Communiction services | ||||||||
| General liability insurance | ||||||||
| Advertising and marketing | ||||||||
| Staff training | ||||||||
| Livescan services fees | ||||||||
| Licenses and permits | ||||||||
| General and administrative expenses | ||||||||
| Loan interest | ||||||||
| Depreciation expense | ||||||||
| Total Operating Expenses | ||||||||
| Net Income/(Loss) from Operations | ( | ) | ( | ) | ||||
| Other Income (Expenses) | ||||||||
| Other Income | ||||||||
| Gain on Deferred Liability Subsidiary | ||||||||
| Other (Expense) Operational | ( | ) | ||||||
| Loss on Deferred Liability Subsidiary | ||||||||
| Total Other Income/(Expense) | ||||||||
| Net Income/(loss) before Income Taxes | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net Income/(loss) | $ | ( | ) | $ | ( | ) | ||
| Net Income/(loss) per Common Share - Basic and Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Number of Common Shares Outstanding - Basic and Diluted | ||||||||
See accompanying notes to financial statements
F-4
AmeriGuard Security Services, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED December 31, 2025 and 2024
| Common Stock | Preferred Stock | Additional Paid-In | Stockholders’ | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Equity | Equity | ||||||||||||||||||||||
| Balance, December 31, 2023 | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Common Stock adjustment | ||||||||||||||||||||||||||||
| Net Loss for year ended December 31, 2024 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, December 31, 2024 | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Common Stock retired by Majority Shareholder | ( | ) | ( | ) | ||||||||||||||||||||||||
| Common Stock issued, Convertible Debt | ||||||||||||||||||||||||||||
| Net Loss for year ended December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
See accompanying notes to financial statements
F-5
AmeriGuard Security Services, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ending
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net Income/(Loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss from operations: | ||||||||
| Changes in Operating Assets and Liabilities | ||||||||
| Accounts receivable, net | ( | ) | ||||||
| Prepaid insurance | ( | ) | ||||||
| Deposits | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued Interest | ||||||||
| Accrued Payroll | ( | ) | ||||||
| Deferred Revenue | ( | ) | ( | ) | ||||
| Payroll liabilities | ( | ) | ||||||
| Depreciation | ||||||||
| (Gain)/Loss on Deferred Liability - Subsidiary | ( | ) | ( | ) | ||||
| Operating Lease Liability | ( | ) | ||||||
| Operating Lease Asset | ( | ) | ||||||
| Net Cash (Used)/provided in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows (Used)/Provided from Investing Activities | ||||||||
| Purchase of Fixed Assets, Net Retirements | ( | ) | ( | ) | ||||
| Building improvements | ||||||||
| Net Cash Used by Investing Activities | ( | ) | ( | ) | ||||
| Cash (Used)/Provided from Financing Activities | ||||||||
| Note Receivable | ||||||||
| Financed Capital | ||||||||
| Payment for Shareholder buyout | ( | ) | ( | ) | ||||
| Loan principal payments | ( | ) | ( | ) | ||||
| Capital Stock Increase | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Increase (Decrease) in Cash | ( | ) | ||||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Income Taxes Paid | $ | $ | ||||||
| Interest Paid | $ | $ | ||||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Shareholder Loan | $ | $ | ||||||
| Operating leases - right of use asset | $ | $ | ||||||
| Operating leases - lease liability | $ | $ | ||||||
See accompanying notes to financial statements
F-6
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
AmeriGuard Security Services, Inc. (AGS), was incorporated on
On July 7, 2021, AGS, entered into an agreement to gain
On December 9, 2022, AGS executed the reverse merger agreement and became the subsidiary of AGSS (the Company). From that point forward, the financial statement filings will be the consolidation of Ameriguard Security Services, Inc, a Nevada company with Ameriguard Security Services, Inc., a California company.
On October 20, 2023, the Company executed a share purchase agreement to acquire TransportUS Inc. TransportUS, Inc. was incorporated on October 24, 2018, with an S-Corp tax election. The corporation was incorporated with the issuance of
The Company’s accounting year end is December 31.
Basis of Presentation
These consolidating financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles. The financial statements and notes include TransportUS Inc.’s financial results for 2024 and 2025.
Risks and Uncertainties
The risks and uncertainties described below may not be the only ones we are or may face in the future. If any of the following do occur, our business, financial condition or results of operations could be materially adversely affected.
The company receives over
The process required to acquire a government contract takes several months to complete prior to delivery of the proposal to the contracting agency. Due to the time span required to prepare a proposal and winning the contract is not guaranteed, the company maintains a department of individuals who monitor and write proposals for all government contracts that become open for bid on a continuing basis. It is important to the company that new contracts are acquired consistently to maintain and grow annual revenue.
Other risks to operations consist of State and Federal regulations, staffing shortages, accelerating inflation, and overall business environment issues we cannot foresee.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue to operate as a going concern and they do not include any adjustments that might have an impact on the outcome of this uncertainty.
F-7
For the year ended December 31, 2025, the Company incurred a net loss of approximately $
During 2025 and through the filing date of these financial statements, the Company experienced significant adverse events and conditions, including: (i) the loss and premature termination of three federal security contracts with the Social Security Administration which historically generated aggregate annual revenues in excess of $
On February 5, 2025, the Company entered into a government receivables-backed line of credit of up to
In addition, as a result of the loss of the Social Security Administration contracts, resulting from the Company’s inability to timely fund payroll, the U.S. Department of Labor (“DOL”) initiated an investigation into wage and hour compliance under certain federal contracts. In February 2026, the DOL notified the Company that alleged violations of prevailing wage, fringe benefits and overtime requirements resulted in back wages of approximately $
The Company is also subject to wage-and-hour litigation, including two PAGA/class action matters involving alleged failures to pay minimum wages, sick pay, meal and rest break penalties, wage statement violations and related claims. One matter involving AmeriGuard Security of California, Inc. was settled in March 2025 for $
Subsequent to year end, on April 8, 2026, the Company was notified by the Department of Veterans Affairs that the Veterans Affairs Long Beach, California transportation contract, which had been managed by TransportUS, Inc. for approximately
These events and conditions, including recurring operating losses, negative stockholders’ equity, significant current debt obligations, defaults under financing arrangements, adverse legal and regulatory matters, the loss of key government contracts, and the loss of a major transportation contract subsequent to year end, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
Management’s plans to address these matters include seeking to restructure or refinance existing debt obligations, including the Legalist facility, negotiating payment plans with the DOL and other claimants, continue to pursue equity investors and convertible debt financing, continue to implement cost-reduction initiatives, and seeking to obtain new government and commercial contracts to replace lost revenue.
There can be no assurance that these plans will be successfully implemented or will be sufficient to enable the Company to meet its obligations as they become due. If the Company is unable to execute its plans and obtain additional financing on acceptable terms, it may be forced to significantly curtail or cease operations, seek protection under bankruptcy laws, or pursue other strategic alternatives.
F-8
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, along with the collectability of some receivables from customers.
Cash and Cash Equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2025, and December 31, 2024, the Company had cash and cash equivalents totaling $
Accounts Receivable
We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to bad debt expense. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. With over ninety percent of year end accounts receivable balance from Federal contracts that require payment, and the uncollectable amount historically has been less than
Property and Equipment
Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful life for Machinery and Equipment, and Vehicles is
Operating Leases
In February 2016, FASB ASU No. 2016-02 established ASC Topic 842, Leases, which sets out the principles for recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. Effective December 31, 2022, we have implemented ASU No. 2016-02 and booked the operating lease asset and the related liability.
The Company is a lessee with Enterprise Lease Management for vehicles used in operations, under an all-inclusive master lease. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right-of-use (ROU) asset at the commencement date. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate. The discount rate is the interest rate that equates the present value of future lease payments to the Right-of-Use (ROU) asset or lease liability. The leasehold amortization was calculated using an incremental borrowing rate based on the
The Company has elected, for all underlying classes of assets, not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement. As of December 31, 2025, the Company does not have any leases that qualify for this election.
F-9
Revenue Recognition
The Company recognizes revenue under ASC 606, Revenue from contracts with customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of services to customers in an amount that reflects the consideration to which the company expects to be entitled for those services. There are five steps or qualifiers that determine the timing and amount of Revenue Recognition. Those five steps are:
| 1. | Identifying the contract with a customer. |
| 2. | Identifying the performance obligation in the contract. |
| 3. | Determine the transaction price. |
| 4. | Allocate the transaction price to performance obligations. |
| 5. | Recognize the revenue when the entity satisfies the performance obligation. |
The Company generates and recognizes revenue in three sales categories. Those being, Formal Contracts, Sales Agreements and Retail activities. For the retail activities, the revenue is recognized on a cash basis at the time of sale. For the other two categories, the customers are billed at the end of the month the services have been performed.
The formal contract and sales agreements stipulate the exact services to be performed and the rate the services are to be billed, as per steps 1, 2 and 3. The Company provides details of services provided with each billing invoice for customer review and approval. Any differences are resolved prior to payment, Step 4. The Company recognizes revenue in the month the services stipulated in the agreement have been provided, Step 5.
Ninety eight percent of revenues are billed monthly and recognized in the month the services were provided. Refunds and returns, which are minimal, are recorded as a reduction of revenue. The Company has not recorded a reserve for returns on December 31, 2024, or 2023 since it does not believe such returns will be material.
Net Income/(Loss) per Share
Net income/(loss) per common share is computed by dividing net income or loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings/(loss) per common share (“EPS”) calculations are determined by dividing net income/(loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
Fair Value of Financial Instruments
The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.
F-10
The guidance also establishes a fair value hierarchy for measurements of fair value as follows:
| ● | Level 1 - quoted market prices in active markets for identical assets or liabilities. | |
| ● | Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| ● | Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
The carrying amount of the Company’s financial instruments approximates their fair value as of December 31, 2024, and December 31, 2025, due to the short-term nature of these instruments.
NOTE 3 – RELATED PARTY NOTE RECEIVABLE
On December 31, 2022, TransportUS held a receivable from a related company, AmeriGuard Security Systems, Inc (AmeriGuard) in the amount of $
NOTE 4 – RELATED PARTY TRANSACTION
On July 7, 2021, AGS entered into an agreement to purchase
NOTE 5 – FIXED ASSETS
Fixed assets consist of the following on December 31, 2025, and 2024:
| 2025 | 2024 | |||||||
| Leasehold Improvements | ||||||||
| Machinery and Equipment | ||||||||
| Vehicles | ||||||||
| Total Fixed Assets | ||||||||
| Accumulated Depreciation | ( | ) | ( | ) | ||||
| Fixed Assets, Net | $ | $ | ||||||
Accumulated Depreciation includes depreciation expense of $
F-11
NOTE 6 – OPERATING LEASES
We have leased vehicles with terms greater than
The capital lease value as calculated following FASB guidelines is presented as a non-current asset on the balance sheet. As of December 31, 2025, the value is calculated to be $
The discount rate is the interest rate that equates the present value of future lease payments to the Right-of-Use (ROU) asset or lease liability. The leasehold amortization was calculated using an incremental borrowing rate based on the
Maturities of lease liabilities on December 31, 2025, are as follows:
| ● | 2026: | $ | |||
| ● | 2027: | $ | |||
| ● | 2028: | $ | |||
| ● | 2029: | $ | |||
| ● | Total | $ |
NOTE 7 – GOODWILL
On October 20, 2023, the Company acquired TransportUS Inc. Allocation of the purchase price per ASC 805-20-25-1 yielded a goodwill amount of $
Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on its budgets, business plans, economic projections, anticipated future cash flows and marketplace data. The company under ASC 350-20 did a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than it’s carrying amount.
The fair value of the reporting unit was determined using three valuation methods: the Discounted Cash Flow method, the Guideline Company’s method and the Guideline Transactions method, incorporating the following key assumptions:
| ● | Weighted Average Cost of Capital (WACC): |
| ● | Forecast Horizon: |
F-12
The estimated fair value of the reporting unit is $
| Description | Amount ($) | |||
| Balance as of December 31, 2023 | $ | |||
| Impairment | ||||
| Balance as of December 31, 2024 | ||||
| Impairment | ||||
| Balance as of December 31, 2025 | $ | |||
As indicated the agreement generated a Goodwill asset of $
As of December 31, 2024, the Deferred Liability in Subsidiary decreased by $
As of December 31, 2025, the Deferred Liability in Subsidiary decreased by $
NOTE 8 – DEFERRED REVENUE
During the first three years of operations of TransportUS Inc, Secure Transportation, Inc. (Secure), a subcontractor, advanced funds to TransportUS Inc. with the expectation of future services provided for Secure. This arrangement ended, December 31, 2021, after Secure had advanced $
NOTE 9 – PAYROLL LIABILITY – PENSION
The company offers various pension plans to employee groups based on location of employment. Corporate office employees and guards have an option to participate in a 401K sponsored by the company with a matching program up to
F-13
NOTE 10 – NOTES PAYABLE
On February 05, 2025, the Company entered into a government purchase orders/receivables backed line of credit of $
The Company paid off all of its merchant advance debt and revenue purchase agreements that were taken out in December 2023 and January of 2024 totaling $
In June 2020, AmeriGuard Security Services, Inc. received an SBA Loan through Fresno First Bank in the amount of $
On December 20, 2023, the company entered into a short-term loan agreement collateralized by accounts receivable from TVT Capital LLC. The agreement encumbered $
On January 2, 2024, the Company entered into a short-term loan agreement collateralized by accounts receivable with Cedar Advance Capital. The agreement encumbered $
On January 2, 2024, the Company entered into a short-term loan agreement collateralized by accounts receivable with Velocity Capital Group. The agreement encumbered $
On April 16, 2024, The Company entered into a short-term loan agreement with 1800 Diagonal Lending LLC. The amount funded was $
On April 16, 2024, The Company entered into a short-term loan agreement with 1800 Diagonal Lending LLC. The amount funded was $
F-14
On June 17, 2024, The Company entered into a short-term loan agreement with 1800 Diagonal Lending LLC. The amount funded was $
On August 19, 2024, The Company entered into a short-term loan agreement with 1800 Diagonal Lending LLC. The amount funded was $
On November 6, 2024, The Company entered into a short-term loan agreement with 1800 Diagonal Lending LLC. The amount funded was $
On November 08, 2024, The Company entered into a short-term loan agreement with First Class Industries. The amount funded was $
On November 20, 2024, The Company entered into a short-term loan agreement with First Class Industries. The amount funded was $
On November 21, 2024, The Company entered into a short-term loan agreement with W.L.L Associates. The amount funded was $
On December 08, 2024, The Company entered into a short-term loan agreement with W.L.L Associates. The amount funded was $
On July 7, 2022, the Company entered into a buyout agreement with shareholder Lillian Flores. The total buyout amount was $
F-15
The following schedule details the loans active as of December 31, 2025, and 2024:
| 2025 | 2024 | |||||||
| Current Portion: | ||||||||
| Notes and loans payable | $ | $ | ||||||
| Long term Portion: | ||||||||
| Notes and loans payable | ||||||||
| Total Notes Payable | $ | $ | ||||||
NOTE 11 – STOCKHOLDERS’ DEFICIT
On December 9, 2022, AGS executed a reverse merger agreement with AGSS resulting in significant adjustments to the equity section of both companies. The result of the merger was AGSS became the sole owner of AGS. Although the merger is dated December 9, 2022, for financial statement presentation purposes, we have presented the Equity Section as if the merger occurred in 2021.
The first significant impact on stockholders’ equity was the issuance of
On October 20, 2023, the Company executed a purchase agreement to acquire a related company owned by Lawrence Garcia, CEO. TransportUS Inc. valued at $
From the reverse merger transaction in December 2022, there was an immaterial difference in the number of shares outstanding per our transfer agent VStock Transfer LLC, and the internal records maintained by AGSS. It was decided to make the reconciliation adjustment for December 31, 2024, audit year and the immaterial difference of
During 2025, There were two events that impacted the number of common stocks issued and outstanding. The first event was the majority shareholder Lawrence Garcia, voluntarily retired
NOTE 12 – COMMITMENTS AND CONTINGENCIES
The company has a multiple vehicle lease agreement with Enterprise Leasing. As of December 31, 2025, the company had 57 vehicles under lease. The lease agreement includes maintenance services and tracking. The terms of the lease agreement vary based on the date the vehicle was leased and the respective terms for each vehicle. The master lease is updated annually and requires annual internal financial reports and company tax return.
NOTE 13 – CONCENTRATION OF SALES
The Company had six Federal contracts continuing into 2025, approximately
| ● | Social Security Administration, NSC | - | Annual Revenue of approx. $ | ||
| ● | Social security Administration, SSC | - | Annual Revenue of approx. $ |
F-16
| ● | Social Security Administration, WBDOC | - | Annual Revenue of approx. $ | ||
| ● | Veterans Administration – Long Beach CA | - | Annual Revenue of approx. $ | ||
| ● | Veterans Administration – Los Angeles CA | - | Annual Revenue of approx. $ | ||
| ● | Veterans Administration – Loma Linda CA | - | Annual Revenue of approx. $ |
NOTE 14 – LITIGATION AND CLAIMS
As of December 31, 2025, there were two employment issues pending. The issues revolve around terminated employees alleging the Company has failed to pay minimum wages, sick pay wages, meal period violations, rest period violations, wage statement violations and violation of the unfair business practices act. One of the employment issues was rolled up into the lawsuit against Ameriguard Security of California, Inc, and the other lawsuit was against TransportUS, Inc. In March of 2025, the lawsuit against AGC was settled for $
On June 12, 2025, Douglass Anderson and Russel Honore, on behalf of the Board of Directors of the Company, removed Lawrence D. Garcia from the position of Chief Executive Officer of the Company and appointed Douglas Anderson, an independent director of the Board and member of the Audit Committee and Compensation Committee, as interim Chief Executive Officer.
On June 16, 2025, Lawrence Garcia, as a majority shareholder, pursuant to Section 3.6 of the Company’s bylaws, removed Mr. Anderson and Mr. Honore as board members. In addition, on June 16, 2025, Mr. Garcia, pursuant to the bylaws, appointed Wilhelm Cashen and Terry Slatic, as board members. The Board of Directors removed Douglas Anderson from the position of Interim Chief Executive Officer of the Company and re-appointed Mr. Garcia as Chief Executive Officer. At the same time, the Board of Directors appointed Terry Slatic and Wilhelm Cashen to be the members of the Audit Committee.
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 its former directors, Douglas Anderson and Russell Honore. The Complaint seeks declaratory relief to declare that the Board’s earlier purported removal of Mr. Garcia 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 as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 15, 2025 (the “July 15, 2025 Form 8-K).
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. 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 $
F-17
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 as Exhibit 10.4 to the July 15, 2025 Form 8-K.
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 as Exhibit 10.5 to the July 15, 2025 Form 8-K.
Following a two-day evidentiary hearing on July 29 and 31, 2025, the Court denied Mr. Anderson’s and Mr. Honore’s motion for a preliminary injunction without prejudice, concluding, among other things, that Mr. Anderson and Mr. Honore failed to show a likelihood of success on the merits of their claims. However, the Court allowed them to provide additional proof that Mr. Garcia was not the controlling shareholder as of June 16, 2025. There is a court date set in February 2027. Both parties have agreed to a mediation, which is scheduled to occur in May 2026.
NOTE 15 – INCOME TAXES
Due to the losses incurred during the tax year ending 2024, and the expected zero tax due for 2025, there is estimated tax liability for 2024. 2025 has also resulted in a net loss. Therefore, no provision for income taxes has been included in the accompanying financial statements.
NOTE 16 – SUBSEQUENT EVENTS
As a result of the premature end of three Social Security Administration contracts discussed in Item 7, Management’s Discussion and Analysis section, Management Dispute and Interruption of Credit Line with Legalist , the Company has been notified of a significant liability. When the Company lost its operational funding and had to forfeit the SSA contracts, the Federal Department of Labor (DOL) takes on the responsibility of ensuring the guards are paid during the transition to a new contractor. Any remaining amounts due to the exiting contractor are forwarded to the DOL. In February 2026, the company was notified by the DOL that there is a wage payment shortage of $
On April 1, 2026, the Company received notice that an employment lawsuit was filed on behalf of a former employee. The issues revolve around terminated employees alleging the Company has failed to pay minimum wages, sick pay wages, meal period violations, rest period violations, wage statement violations and violation of the unfair business practices act. Management believes there is no merit in this case as in previous employee suits filed against the Company over the past three years. The suit is under review by counsel, and an action plan has yet to be determined.
On March 23, 2026, Ameriguard Security Services Inc. (AGSS), received an email from the Department of Veterans Affairs Regional Procurement Office West, located in Pheonix AZ that the Veterans Affairs Long Beach CA contract was not awarded to TransportUS Inc. (TUS) a subsidiary of AGSS. The contract had been managed by TUS for
The contract was awarded to a California Corporation with a
On May 6, 2026, the Company held a mediation conference regarding the counterclaim filed by former board members Anderson and Honore against Mr. Garcia, CEO, Mrs. Cashen and Slatic, Board Members and Mr. Goossen, Controller when suit filed, described in the 5th paragraph of Note 14 – Litigation and Claims. The mediation was held at the request of the D&O insurance company, Sampo. The result of the mediation was the award of a $
F-18