M&A - AMERIGUARD SECURITY SERVICES, INC.

Form Type: 10-K

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000182912625003553

Filing Summary: AmeriGuard Security Services, Inc. underwent a significant business transformation during the fiscal year ended December 31, 2024. The company, which had previously been dormant, completed a merger whereby Ameriguard became a wholly owned subsidiary of AGSS. This merger involved a stock-for-stock exchange agreement that resulted in the former stockholders of Ameriguard acquiring approximately 90,000,000 shares of common stock of AGSS. Prior to the merger, the company had entered into various agreements including a repurchase of shares from former VP of Operations, Lillian Flores, for a total consideration of $3,384,950. As part of the merger, several operational changes and management transitions took place, with Lawrence Garcia taking on pivotal leadership roles. The merger positions the company strategically within the security services market, leveraging its operational subsidiaries—AGS for guard services and TUS for transportation services. AGS generated approximately $17.5 million in revenues for FY 2024, while TUS contributed around $9 million. The document highlights the company’s competitive stance and growth opportunities, as it embraces industry trends toward technology integration in security services.

Form Type: 10-K/A

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000182912625003478

Filing Summary: AmeriGuard Security Services, Inc. is filing an amendment on Form 10-K/A to restate its consolidated financial statements for the fiscal years ended December 31, 2022, and 2023. This amendment is due to improper application of accounting standards relating to their acquisition of TransportUS on October 20, 2023. The prior financial statements incorrectly reflected a combination of both AmeriGuard and TransportUS. The company has engaged a new auditor, Bush & Associates CPA, LLC, following the disbarment of their former auditor, BF Borgers. The re-audit led to significant adjustments including a decrease in total revenue for 2022 from $29,139,403 to $24,947,401 and an increase in net loss from $392,919 to $436,766. For 2023, total revenue was reduced from $24,350,618 to $20,969,727, with net income adjusted from $122,636 to $103,615. The acquisition involved issuing 3,000,000 common shares to Lawrence Garcia in exchange for shares of TransportUS, which is contingent on contract renewal with the Veterans Administration, expected to be determined in 2025. This acquisition created a Goodwill asset of $1,795,406 and affected multiple items on the balance sheet including total assets and liabilities.