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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the three months ended June 30, 2023

 

or

 

 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission file number: 333-173039

 

AMERIGUARD SECURITY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   99-0363866
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer
Identification No.)

 

5470 W. Spruce Avenue, Suite 102

Fresno, CA 93722

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including the area code: (559) 271-5984

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐   No ☒

 

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. Yes ☒   No ☐

 

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). Yes ☒   No ☐

 

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
  Non-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 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 June 30, 2022, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter is $4,021,596.

 

The number of outstanding shares of the registrant’s common stock on August 14, 2023, was 94,471,302.

 

Documents Incorporated by Reference: None.

 

 

 

 

 

 

FORM 10-Q QUARTERLY REPORT

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

 

TABLE OF CONTENTS

 

    PAGE
Note about Forward-Looking Statements   ii
         
Part I   Financial Information    
Item 1.   Financial Statements (unaudited)   1
    Condensed Consolidated Balance Sheets-June 30, 2023 and December 31,2022   1
    Condensed Consolidated Statements of Income – for the Six Months ended June 30,2023 and 2022   2
    Condensed Consolidated Statements of Stockholders Equity for the six months ended June 30, 2023   3
    Condensed Consolidated Statements of Cash Flows- for the six months ended June 30,2023 and 2022   4
    Notes to Condensed Consolidated Financial Statements   5
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.   10
Item 3.   Quantitative and Qualitative Disclosures about Market Risk.   12
Item 4.   Controls and Procedures.   13
         
PART II   Other Information    
Item 1.   Legal Proceedings   14
Item1A   Risk Factors   14
Item 6.   Exhibits   16

 

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, some of which are described in this report including in “Risk Factors” in Item 1A and some of which are discussed in our other filings with the SEC. These forward-looking statements are only estimates or predictions. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of risks facing our company, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.

 

These risk factors should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. All written and oral forward-looking statements made in connection with this report that are attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given these uncertainties, we caution investors not to unduly rely on our forward-looking statements. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by applicable law or regulation.

 

ii

 

 

PART I FINANCIAL INFORMATION

 

Item 1. Financial Statements (unaudited)

 

AmeriGuard Security Services, Inc.

CONSOLIDATED BALANCE SHEETS

 

           
   June 30,   December 31, 
   2023   2022 
Assets          
Current Assets          
Cash  $2,990,014   $1,227,654 
Accounts receivable, net (note 1)   1,408,266    1,869,268 
Prepaid insurance   132,045    110,829 
Related Party Receivable (note 3)   -    - 
Total Current Assets   4,530,325    3,207,751 
           
Other Non-Current Assets          
Fixed assets, net depreciation (note 4)   288,477    298,806 
Operating Lease   302,695    302,695 
Total Non-Current Assets   591,172    601,501 
Total Assets  $5,121,497   $3,809,252 
           
Liabilities          
Current Liabilities          
Accounts payable  $1,172,116    761,515 
Accrued Interest Due (note 6)   91,635    49,035 
Accrued Payroll   732,364    737,143 
Payroll liability - Pension (note 5)   345,140    453,965 
Current portion of notes payable (note 6)   719,563    719,563 
Total Current Liabilities   3,060,818    2,721,221 
           
Long Term Liabilities          
Long term portion of notes payable (note 6)   2,746,075    2,782,784 
Operating Lease   294,387    294,387 
Total Liabilities   6,101,280    5,798,393 
           
Stockholders’ equity          
Common stock, $.001 par value, 94,471,302 shares issued and outstanding at June 30, 2023 and 2022   158,346    158,346 
Retained (deficit)   (1,138,129)   (2,147,486)
Total Stockholders’ Deficit   (979,783)   (1,989,140)
Total Liabilities and Stockholders’ Equity  $5,121,497   $3,809,252 

 

See accompanying notes to financial statements

 

1

 

 

AmeriGuard Security Services, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months Ending June 30, 2023 and 2022

 

           
   2023   2022 
Revenue          
Security Services  $11,068,409   $11,751,908 
Other related income   117,389    115,974 
Total Revenue   11,185,798    11,867,882 
           
Cost of Services          
Salaries and related taxes   7,675,360    7,205,687 
Employee benefits   1,566,148    1,496,612 
Sub-Contractor payments   1,331,446    1,703,987 
Guard training   104,041    111,985 
Vehicles and equipment expenses   106,785    99,652 
Total Cost of Services   10,783,780    10,617,923 
           
Gross Margin   402,018    1,249,959 
           
Operating Expenses          
Salaries, payroll taxes and benefits   836,457    470,077 
Vehicle expense   192,693    226,741 
Professional services   249,266    188,226 
Cellular services   58,492    53,870 
General liability insurance   108,088    51,108 
Advertising and marketing   60,097    53,852 
General and administrative expenses   430,810    262,573 
Loan interest   97,862    24,628 
Depreciation expense   18,834    22,188 
Total Operating Expenses   2,052,600    1,353,263 
           
Net Income/(Loss) from Operations   (1,650,582)   (103,304)
           
Other Income (Expenses)          
Other Income   3,302,312    23,982 
Other (Expense)   (642,373)   (170,935)
Total Other Income (Expense)   2,659,939   (146,953)
           
Net Income/(loss) before Income Taxes   1,009,357    (250,257)
           
Income tax expense   -    - 
           
Net Income/(loss)  $1,009,357   $(250,257)
           
Net Income/(loss) per Common Share - Basic and Diluted  $0.0108   $(0.0027)
           
Weighted Average Number of Common Shares Outstanding - Basic and Diluted   93,417,302    93,417,302 

 

See accompanying notes to financial statements

 

2

 

 

AmeriGuard Security Services, Inc.

CONSPIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ending June 30, 2023

 

                                    
   Common Stock   Preferred Stock   Additional
Paid-In
   Stockholders’   Total
Stockholders’
 
   Shares   Amount   Shares   Amount   Capital   Equity   Equity 
Balance, December 31, 2022   93,417,302   $158,346    -   $-   $6,012,095   $(8,159,580)  $(1,989,140)
                                    
Net Income for the period        -          -     -     1,009,357   $1,009,357 
                                    
Balance, March 31, 2023   93,417,302    158,346    -    -   $6,012,095   $(7,150,223)  $(979,783)

 

See accompanying notes to financial statements

 

3

 

 

AmeriGuard Security Services, Inc.

STATEMENTS OF CASH FLOWS

 

           
   For the
Six Months Ending
 
   June 30,   June 30, 
   2023   2022 
Cash Flows from Operating Activities          
Net Income/(Loss)  $1,009,357   $(250,257)
Adjustment to reconcile net loss from operations:          
Changes in Operating Assets and Liabilities          
Accounts receivable, net   462,002    (121,650)
Prepaid insurance   (21,215)   (9,171)
Depreciation   18,834    47,465 
Accounts payable   405,822    329,744 
Accrued Interest   42,600    - 
Accrued Payroll        - 
Payroll liability - Pension   (108,825)   (102,571)
Net Cash (Used)/provided in Operating Activities   1,807,575    (106,440)
           
Cash Flows Used/(Provided) from Investing Activities          
Building improvements   (505)   (122,226)
Equipment   (8,000)   (25,535)
Sales of Vehicle   -    21,500 
Net Cash Used by Investing Activities   (8,505)   (126,261)
           
Cash Provided/(Used) from Financing Activities          
Loan principle payments   (36,709)   (45,677)
Net adjustments, Equity   -    (125,316)
Net Cash Provided by Financing Activities   (36,709)   (170,993)
           
Net Increase (Decrease) in Cash   1,762,360    (403,693)
Cash at Beginning of Period   1,227,654    2,129,801 
Cash at End of Period  $2,990,014   $1,726,108 
           
Supplemental Cash Flow Information:          
Income Taxes Paid  $-   $- 
Interest Paid  $97,862   $24,628 
           
Supplemental disclosure of non-cash financing activities:          
Operating leases - right of use asset  $302,695   $- 
Operating leases - lease liability  $294,387   $- 

 

See accompanying notes to financial statements

 

4

 

 

AmeriGuard Security Services, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

AmeriGuard Security Services, Inc. (the Company), was incorporated on November 14, 2002, with an S-Corp tax election. The corporation was incorporated with the issuance of 1,000 shares of no-par value stock held by Lawrence Garcia, President and CEO with 550 shares and Lillian Flores, VP of Operations with 450 shares. The Company provides armed guard services as a federal contractor with licenses in 5 states and provides commercial guard services in California.

 

On July 7, 2021, the Company, entered into an agreement to gain 100% control of Health Revenue Assurance Holdings, Inc (HRAA) a public corporation, incorporated in Nevada, by the purchase of 10,000,000 shares of Preferred A-1 Stock from the seller, Custodian Ventures LLC. The purchase of HRAA allowed the Company to begin plans to consummate a reverse merger with HRAA becoming a wholly owned subsidiary of a public company. In March of 2022, a Certificate of Amendment was filed with the Nevada Secretary of State, changing the name of HRAA, to Ameriguard Security Services, Inc. (AGSS). Shortly thereafter, a stock name and ticker change report were filed with the SEC and the stock ticker of HRAA was changed to AGSS.

 

On December 9, 2022, the Company executed the reverse merger agreement and became the subsidiary of AGSS. From that point forward, the financial statement filings will be the consolidation of Ameriguard Security Services, Inc, a Nevada company with Ameriguard Security Services, Inc. a California company.

 

The Company’s accounting year end is December 31.

 

Basis of Presentation

 

These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

 

Risks and Uncertainties

 

The risks and uncertainties described below may not be the only ones we are or may face in the future. If any of the following do occur, our business, financial condition or results of operations could be materially adversely affected.

 

The company receives over 86% of its total revenue from four Federal contracts as described in Note 9 below. These contracts have specific terms, typically five years with the opportunity for extension, but there are no assurances they will be extended. Although we have had several extended in the past, there is no guarantee this will again happened in the future. However, there are significant direct expenses for each contract that also are removed from operations at the end of a contract. As a result, the revenue lost from a completed contract does not affect the bottom-line profits in an amount equal to the revenue lost. The actual net income impact depends on the contract.

 

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.

 

5

 

 

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 June 30, 2023, and December 31, 2022, the Company had cash and cash equivalents totaling $2,970439 and $1,227,654 respectively.

 

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 other bad debt expense. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. With over 86% percent of year end accounts receivable balance from Federal contracts that require payment, and the uncollectable amount historically has been less than 1%. As of June 30, 2023, and December 31, 2022, an allowance for estimated uncollectible accounts was determined to be unnecessary.

 

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 is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful life for Machinery and Equipment, and Vehicles is 5 years, with Leasehold improvements useful life is 10 Years.

 

Operating Leases

 

In February 2016, FASB ASU No. 2016-02 established ASC Topic 842, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Effective December 31, 2022, we have implemented ASU No. 2016-02 and booked the operating lease asset and the related liability.

 

Net Income/(Loss) per 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.

 

6

 

 

Revenue Recognition

 

We recognize revenue when the Invoice for contracted services is issued as stipulated by the contract. Other services provided are recognized at the time the service is provided. Ninety eight percent of revenues are billed monthly and recognized in the month the services were provided. Refunds and returns, which are minimal, are recorded as a reduction of revenue. The Company has not recorded a reserve for returns on June 30, 2023, or 2022 since it does not believe such returns will be material.

 

Fair Value of Financial Instruments

 

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

 

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

 

  Level 1 - quoted market prices in active markets for identical assets or liabilities.
     
  Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
     
  Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amount of the Company’s financial instruments approximates their fair value as of June 30, 2023 and December 31, 2022, due to the short-term nature of these instruments.

 

NOTE 3 – RELATED PARTY RECEIVABLE

 

On July 7, 2021, the company entered into an agreement to purchase 100% of the Preferred A-1 Stock of Health Revenue Assurance Holdings, Inc. a SEC registered company for $500,000. In March 2022, Health Revenue Assurance Holdings, Inc. name was changed to Ameriguard Security Services Inc. (AGSS). On December 9, 2022, we signed the definitive merger agreement initiating a reverse merger with AGSS, resulting in the Company becoming a 100% owned subsidiary of AGSS. Prior to the merger, the Company funded the operational expenses of AGSS and treated these expenses as related party expenses. These expenses we eliminated when the two companies were consolidated for the financial statement presentation.

 

The receivable balances on June 30, 2023, and December 31, 2022, were $57,971. Related party receivables are eliminated upon consolidation.

 

7

 

 

NOTE 4 – FIXED ASSETS

 

Fixed assets consist of the following on June 30, 2023, and December 31, 2022:

 

          
   2023   2022 
Leasehold Improvements   224,637    224,132 
Machinery and Equipment   286,551    278,551 
Vehicles   110,742    110,274 
Total Fixed Assets   621,426    612,957 
Accumulated Depreciation   (332,985)   (314,151)
Fixed Assets, Net  $288,477   $298,806 

 

NOTE 5 – 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 5% of employee salary. Federal contracts have union agreements that define the pension calculation and due dates. It is the responsibility of the company to calculate the pension benefit amount each month and contribute the amount due to the plan designated. The pension balances due on June 30, 2023, and December 31, 2022, for all plans were $345,140 and $453,965 respectively.

 

NOTE 6 – NOTES PAYABLE

 

In June 2020, AmeriGuard Security Services, Inc. received an SBA Loan through Fresno First Bank in the amount of $1,080,000 that was used to close out the Citibank loan in the amount of $312,339 with the remaining balance after expenses held in reserve. The SBA loan is a 10-year loan with monthly principal and interest payments. Interest rate is variable at prime rate plus 2.75%, adjusted every calendar quarter. Interest rate on June 30, 2023, and December 31, 2022, was 10.75% and 9% respectively. Balance remaining on the SBA loan was $767,678 and $785,988 as of June 30, 2023, and December 31, 2022, respectively.

 

On July 7, 2022, the Company entered into a buyout agreement with a shareholder Lillian Flores. The total buyout amount was $3,384,950 representing 45% of the calculated business value as of December 31, 2020. Following the initial payment of $686,990, the company agreed to make 4 equal instalments of principal and interest of $739,508 each December 31, starting 2023. Interest is calculated at a fixed rate of 3.110% compounded semi-annually. The company has accrued interest on June 30, 2023, of $91,635. Balance remaining in the amount of $2,697,960.

 

The following schedule details the loans active as of June 30, 2023, and December 31, 2022:

 

          
   2023   2022 
Current Portion:          
Notes and loans payable  $719,563   $719,563 
Total Current Portion   719,563    719,563 
Long term Portion:          
Notes and loans payable   2,746,075    2,782,784 
Total Long-term Portion   2,746,075    2,782,784 
   $3,465,638   $3,502,347 

 

8

 

 

NOTE 7 – STOCKHOLDERS’ EQUITY 

 

From December 31, 2022, to June 30,2023 the only impact to equity was the Net Income for the period of $1,030,950.

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

The company has a multiple vehicle lease agreement with Enterprise Leasing. As of June 30, 2023, the company had 19 vehicles under lease. The lease agreement includes maintenance services. The term of the lease agreement varies based on the date vehicle were leased and the respective terms for each vehicle. The master lease is updated annually and requires annual internal financial reports and company tax return.

 

NOTE 9 – CONCENTRATION OF SALES

 

The company generated approximately $10,972,000 and $11,709,000 in guard service revenue for the six-month ending June 30, 2023 and 2022 respectively. Of the total guard service revenue, approximately 87% was earned from four federal contracts operated by the company. The contracts, their respective terms and approximate revenues are as follows:

 

  Social Security Administration, NSC -

September 2022 through September 2027

Six-month revenue - $2,770,000

         
  Social security Administration, SSC -

June 2022 through June 2027

Six-month revenue - $1,511,000

         
  Social Security Administration, WBDOC -

June 2021 through July 2026

Six-month revenue - $2,770,000

         
  National Institute of Health- EPA -

May 2020 through May 2023

Six-month revenue - $2,904,000

 

NOTE 10 – OTHER INCOME (EXPENSE)

 

The company received an Employee Retention Tax Credit of (ERTC) payment of $3,288,000 from the tax year 2021. The company also experienced a related expense of approximately $473,000 for professional services related to the ERTC filing.

 

NOTE 11 – LITIGATION AND CLAIMS

 

As of December 31, 2022, there was one employment issue pending. The issue involves a terminated employee alleging discrimination and wrongful termination. A lawsuit has not been filed, only a demand letter has been presented. Management has been working with the attorneys to find a reasonable settlement to this dispute without going to trial. After several months of discussion and negotiation it appears that the complaint will be settled for $23,000. As of March 31, 2023, the final agreement was signed which pays out the $23,000 settlement in three monthly installments starting May 15, 2023, Per Attorney letters received there are no other pending cases or legal matters.

 

9

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This Item 2 contains forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q are subject to a number of risks and uncertainties, some of which are beyond our control. Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which we are not currently aware or which we currently deem immaterial could also cause our actual results to differ, including those discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors” included elsewhere in this Quarterly Report.

 

Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q (the “Financial Statements”). The financial statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.

 

The following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the Financial Statements and footnotes thereto appearing elsewhere in this Report.

 

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those, described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) regulatory, competitive and contractual risks; (c) development risks; (d) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth, and (e) unknown litigation.

 

Corporate Structure

 

As previously mentioned, on December 9, 2022, AGSS executed a reverse merger with AmeriGuard resulting in AGSS becoming the sole owner of AmeriGuard. This merger establishes AGSS as a company operating a viable guard company with annual sales of approximately $24,000,000. It also is in the position to access the capital market to generate the capital needed to begin its growth strategy of mergers and acquisitions within the security industry.

 

Prior to and after the merger AGSS has been working on developing the leadership team needed. We have in place a CEO with 20 years of experience in our industry and who has been very successful in the government contracting market. Our CFO has over 35 years of business finance experience, the last 15 of which he has been focusing on organizational development consulting across multiple industries, and an Operations team on the east coast managing IT and our federal contracts. We have a Board of Directors with Wall Street and government security experience making us well positioned to aggressively grow the business.

 

Results of Operations for the six months ending June 30, 2023

 

Revenues and Cost of Goods Sold

 

For the first six months of 2023 AGSS experienced a 5.4% decrease of approximately $683,500 in overall revenue over the previous year. The was a decline in federal contracts, in the amount of approximately $846,000, with an increase in commercial services in the amount of approximately $162,500. The contract services revenue decrease was the result of the National Institute of Health- EPA contract ending mid-May and the Social Security Administration, WBDOC contract reducing total hours in 2023 over 2022. For the Commercial operations the increase was due to additional demand for services, along with the reorganization of duties allowing for one of the managers to focus on sales. We are experiencing a continued demand for our services and expect the growth in the commercial service revenues to continue.

 

10

 

 

Like other professional service industries most of the expense is direct labor and the expenses associated with that labor. We are not an exception. Our direct expenses average around 90% of revenues. However, during the first 6 months of 2023 we saw that cost increase to 96% of revenue. This increase is due to labor shortages resulting in an increase in overtime paid to contract guards. Total labor cost of services increased approximately $165,800 in 2023 over 2022. We have increased recruitment activities and are working with the staff to address the overtime expenses.

 

Other Related Income

 

Other income increased in 2023 slightly compared to 2022, by approximately $1,400.

 

Operating Expenses

 

Operation expenses, overhead expenses, increased in 2023 over 2022 by approximately $700,000. Slightly more than half of that increase was in administrative salaries and related payroll expenses, of approximately $366,000. As part of the reverse merger preparations, we added to our administrative team a full-time CFO, an HR Management team and an Operations Management team along with the necessary support positions in payroll and accounting. We also experienced an increase in professional fees of approximately $65,000. These increases relate to the preparations for the merger and the following corporate expansion. We have established an administrative team with the capacity available to take the company to annual sales of $200 million and beyond.

 

The remaining increase in operations expenses fall into a few general categories. One such category is expenses related to public company operations incurred in 2023 and not in 2022. The total of these expenses is approximately $100,200. Another category of expenses is that of loan fees which increased by approximately $120,000 over 2022. The majority of this increase is from the shareholder buyout loan of $73,000 of accrued interest. The final category of general operational expenses such as rent, general liability insurance, marketing, guard training, increased approximately $135,000.

 

At this time, our operating structure and current level of expense can handle several times more in 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. However, due to a delay in our initial capital raise, management is taking steps to reduce costs over the next 6 months.

 

Other Income (Expense)

 

Other income increased in 2023 significantly compared to 2022, by approximately $3,278,000. This increase was attributable to the receipt of an Employee Retention Tax Credit (ERTC) payment of $3,288,033 and related interest in the amount of $129,800, from tax year 2021. This is a one-time credit. Funds have been set aside to cover related income taxes and debt coverage for the 2023 year. The remaining cash will be utilized for operations.

 

Net Income

 

Net income for the first six months of 2023 was $1,009,357. An increase over the loss in 2022 of $250,257. The net income increase was the direct result of the ERTC reviewed in the above section Other Income (Expense). Operationally Net Income declined during this period due to expenses incurred in 2023 relating to the management of the public company not incurred in 2022. As previously mentioned, our operational structure that drives these costs has excess capacity in anticipation of significant growth via new contracts or more specifically, company acquisitions. This allows additional revenue to go directly to our bottom line (see moving forward comments).

 

Liquidity and Capital Resources

 

The Company’s principal sources of liquidity include cash from operations and proceeds from long-term debt financing. During the six months ending June 30, 2023, operations generated net increase in cash of approximately $1,762,000 resulting from the ERTC money received in June. While cash provided by general operations was approximately $1,807,000. While cash used for investing and financing activities total approximately $45,000.

 

On June 30, 2023, the Company had cash on hand of $2,990,014, with total current assets of $4,530,325.

 

11

 

 

Moving Forward

 

During the past twenty-four months we have been working to get to where we are today. It has been challenging and expensive to get to this point of being a public company with the corporate structure, systems and team that can expand our business with increasing profitability. These costs have had a negative impact on our bottom line, but we are now in a position to execute our plans. Our current overhead expense structure has the capacity to manage ten times the revenues from one of two strategic sources. We are confident that our future will be profitable.

 

Our first source is to continue down our historical path of seeking out contracts that meet our criteria and bidding with the hope of winning the a contracts.

 

Our second source of growth will be through mergers and acquisitions. Now that we have the capital market available to us and our industry is positioned for long term growth, now is the time. Current projections have us completing our initial equity raise by mid-November of this year. The security industry continues to grow in opportunity, and the industry is prime for consolidation.. As a top tier company in the industry, we want to position ourselves to acquire others and quickly grow our revenues significantly with one or two key acquisitions. With our current structure in place, the acquired company’s gross profits can directly impact our bottom line as we will be able to cut certain operational costs of these companies. The returns could be significant.

 

There are also acquisition opportunities in several other industries that fit our business model. Those include transportation, cyber security, private security, ammunition manufacturing, and surveillance to mention a few. We are actively looking at companies that meet our investment criteria of profitability and positive cash flow.

 

Management is very positive about achieving profitable operations in the next twelve months based on the following:

 

  AGSS operates in a growing industry.

 

  The security industry is favorably positioned, even in a recession.
     
  We will complete our initial equity raise providing the funds necessary to acquire key companies.

 

  There are over 8,000 security companies operating in our market, with 50% available for acquisition.

 

  Our management team, Board of Directors and supporting equity professionals can get the job done.

 

  We have been and will continue to be a company that is very conservative with our resources and will use every possible dollar provide strength and good return to our investors.

 

  We are in it for the long haul.

 

  We make profits the old fashion way, hard work.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company and are not required to provide the information required by this item.

 

12

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) that are designed to ensure that information that would be required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2023, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended due to a weakness in our internal control over financial reporting discussed below.

 

The framework our management uses to evaluate the effectiveness of our internal control over financial reporting is based on the guidance provided by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in its 1992 report: INTERNAL CONTROL - INTEGRATED FRAMEWORK. Based on our evaluation under the framework described above, our management has concluded that our internal control over financial reporting was ineffective as of June 30, 2023, due to the same weaknesses that rendered our disclosure controls and procedures ineffective. The Company’s internal control over financial reporting is not effective due to a lack of sufficient resources to hire the necessary support staff to separate duties between different individuals. The Company plans to address these weaknesses as resources become available by hiring additional professional staff, as funding becomes available, outsourcing certain aspects of the recording and reporting functions, and separating responsibilities. We have identified the following material weakness.

 

As of June 30, 2023, we did not maintain effective controls over the control environment. The Board of Directors has not established an audit committee as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

 

Because of these weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2023, based on the criteria established in “INTERNAL CONTROL-INTEGRATED FRAMEWORK” issued by the COSO. Management believes that the weaknesses set forth above did not have an effect on our financial results because the activity during this period was nominal and properly overseen by the CFO and CEO. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. Management will further recruit qualified individuals, establish an audit committee, and ensure that board members have current and pertinent financial experience.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

13

 

 

PART II Other Information

 

ITEM 1. LEGAL PROCEEDINGS

 

Involvement in Certain Legal Proceedings

 

To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:

 

  been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses)
     
  had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
     
  been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
     
  been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

  been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

In the second quarter of 2022 the Company did receive a demand letter from a terminated employee’s lawyer. The demand letter claimed the employee experienced discrimination and wrongful termination. This issue was handled by the Company’s labor attorney and after review and negotiation it was settled out of court in March of 2023 in the amount of $23,000. No other legal issues or court filings are active at this time.

 

ITEM 1A. RISK FACTORS

 

AS A SMALLER REPORTING COMPANY, WE ARE NOT REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS.

 

14

 

 

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: August 14, 2023 By: /s/ Lawrence Garcia
    Name: Lawrence Garcia
    Title: Chief Executive Officer
      (principal executive officer)
   
Date: August 14, 2023 By: /s/ Michael Goossen
    Name: Michael Goosen
    Title: Chief Financial Officer
      (principal financial officer and
principal accounting officer)

 

15

 

 

AMERIGUARD SECURITY SERVICES, INC.

Exhibit Index to Quarterly Report on Form 10-Q

For the Six Months Ended June 30, 2023

 

Exhibit No.   Description
3.1   Certificate of Incorporation of AMERIGUARD SECURITY SERVICES, INC., as amended (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 14, 2022).
     
3.2   Amended and Restated By-Laws of AMERIGUARD SECURITY SERVICES, INC. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 14, 2022).
     
3.3   Articles of Incorporations AmeriGuard Security Services, Inc. (AmeriGuard) (California) (incorporated by reference to Exhibit 3.3 to the Form 8-K filed on December 14, 2022).
     
3.4   Bylaws AGS, Inc. (AmeriGuard) (California) (incorporated by reference to Exhibit 3.4 to the Form 8-K filed on December 14, 2022).
     
21.1*   Subsidiaries of the Company- Ameriguard Security Services, Inc. (California)
     
31.1*   Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.
     
31.2*   Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.
     
32.1*   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2*   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101*   Interactive data files pursuant to Rule 405 of Regulation S-T
     
101.INS   Inline XBRL Instance Document.*
101.SCH   Inline XBRL Taxonomy Extension Schema Document.*
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104   Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

 

 
* Exhibits filed herewith.

 

16

 

Exhibit 21.1

 

Subsidiaries of the Registrant

 

Name of Subsidiaries   Jurisdiction
Ameriguard Security Services, Inc.   California

 

 

 

Exhibit 31.1

 

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 

I, Lawrence Garcia, certify that:

 

1.I have reviewed this report on Form 10-Q of Ameriguard Security Services, Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a)all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2023

 

/s/ Lawrence Garcia  
Name: Lawrence Garcia  
Title: Chief Executive Officer  
  (principal executive officer)  

 

 

 

Exhibit 31.2

 

CERTIFICATION OF

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 

I, Michael Goossen, certify that:

 

1.I have reviewed this report on Form 10-Q of Ameriguard Security Services, Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a)all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2023

 

/s/ Michael Goossen  
Name: Michael Goossen, CPA  
Title: Chief Financial Officer  
  (principal financial officer
and principal accounting officer)
 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certifies, in his capacity as Chief Executive Officer of Ameriguard Security Services, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

(1)The Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 14, 2023

 

/s/ Lawrence Garcia  
Name: Lawrence Garcia  
Title: Chief Executive Officer  
  (principal executive officer)  

 

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certifies, in his capacity as Chief Financial Officer of Ameriguard Security Services, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

(1) The Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 14, 2023

 

/s/ Michael Goossen  
Name: Michael Goossen, CPA  
Title: Chief Financial Officer  
  (principal financial officer
and principal accounting officer)
 

 

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

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Aug. 14, 2023
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Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 333-173039  
Entity Registrant Name AMERIGUARD SECURITY SERVICES, INC.  
Entity Central Index Key 0001514443  
Entity Tax Identification Number 99-0363866  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 5470 W. Spruce Avenue  
Entity Address, Address Line Two Suite 102  
Entity Address, City or Town Fresno  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 93722  
City Area Code (559)  
Local Phone Number 271-5984  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   94,471,302
v3.23.2
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current Assets    
Cash $ 2,990,014 $ 1,227,654
Accounts receivable, net (note 1) 1,408,266 1,869,268
Prepaid insurance 132,045 110,829
Related Party Receivable (note 3)
Total Current Assets 4,530,325 3,207,751
Other Non-Current Assets    
Fixed assets, net depreciation (note 4) 288,477 298,806
Operating Lease 302,695 302,695
Total Non-Current Assets 591,172 601,501
Total Assets 5,121,497 3,809,252
Current Liabilities    
Accounts payable 1,172,116 761,515
Accrued Interest Due (note 6) 91,635 49,035
Accrued Payroll 732,364 737,143
Payroll liability - Pension (note 5) 345,140 453,965
Current portion of notes payable (note 6) 719,563 719,563
Total Current Liabilities 3,060,818 2,721,221
Long Term Liabilities    
Long term portion of notes payable (note 6) 2,746,075 2,782,784
Operating Lease 294,387 294,387
Total Liabilities 6,101,280 5,798,393
Stockholders’ equity    
Common stock, $.001 par value, 94,471,302 shares issued and outstanding at June 30, 2023 and 2022 158,346 158,346
Retained (deficit) (1,138,129) (2,147,486)
Total Stockholders’ Deficit (979,783) (1,989,140)
Total Liabilities and Stockholders’ Equity $ 5,121,497 $ 3,809,252
v3.23.2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Common stock, shares par value $ 0.001 $ 0.001
Common stock, shares issued 94,471,302 94,471,302
Common stock, shares outstanding 94,471,302 94,471,302
v3.23.2
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Revenue    
Total Revenue $ 11,185,798 $ 11,867,882
Cost of Services    
Total Cost of Services 10,783,780 10,617,923
Gross Margin 402,018 1,249,959
Operating Expenses    
Salaries, payroll taxes and benefits 836,457 470,077
Vehicle expense 192,693 226,741
Professional services 249,266 188,226
Cellular services 58,492 53,870
General liability insurance 108,088 51,108
Advertising and marketing 60,097 53,852
General and administrative expenses 430,810 262,573
Loan interest 97,862 24,628
Depreciation expense 18,834 22,188
Total Operating Expenses 2,052,600 1,353,263
Net Income/(Loss) from Operations (1,650,582) (103,304)
Other Income (Expenses)    
Other Income 3,302,312 23,982
Other (Expense) (642,373) (170,935)
Total Other Income (Expense) 2,659,939 (146,953)
Net Income/(loss) before Income Taxes 1,009,357 (250,257)
Income tax expense
Net Income/(loss) $ 1,009,357 $ (250,257)
Net Income/(loss) per Common Share - Basic $ 0.0108 $ (0.0027)
Net Income/(loss) per Common Share - Diluted $ 0.0108 $ (0.0027)
Weighted Average Number of Common Shares Outstanding - Basic 93,417,302 93,417,302
Weighted Average Number of Common Shares Outstanding - Diluted 93,417,302 93,417,302
Security Services [Member]    
Revenue    
Total Revenue $ 11,068,409 $ 11,751,908
Other Related Income [Member]    
Revenue    
Total Revenue 117,389 115,974
Salaries And Related Taxes [Member]    
Cost of Services    
Total Cost of Services 7,675,360 7,205,687
Employee Benefits [Member]    
Cost of Services    
Total Cost of Services 1,566,148 1,496,612
Sub Contractor Payments [Member]    
Cost of Services    
Total Cost of Services 1,331,446 1,703,987
Guard Training [Member]    
Cost of Services    
Total Cost of Services 104,041 111,985
Vehicles And Equipment Expenses [Member]    
Cost of Services    
Total Cost of Services $ 106,785 $ 99,652
v3.23.2
CONSPIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - 6 months ended Jun. 30, 2023 - USD ($)
Common Stock [Member]
Preferred Stock [Member]
Additional Paid-in Capital [Member]
Stockholders Equity [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 158,346 $ 6,012,095 $ (8,159,580) $ (1,989,140)
Beginning balance, Shares at Dec. 31, 2022 93,417,302      
Net Income for the period 1,009,357 1,009,357
Ending balance, value at Jun. 30, 2023 $ 158,346 $ 6,012,095 $ (7,150,223) $ (979,783)
Ending balance, Shares at Jun. 30, 2023 93,417,302      
v3.23.2
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash Flows from Operating Activities    
Net Income/(Loss) $ 1,009,357 $ (250,257)
Changes in Operating Assets and Liabilities    
Accounts receivable, net 462,002 (121,650)
Prepaid insurance (21,215) (9,171)
Depreciation 18,834 47,465
Accounts payable 405,822 329,744
Accrued Interest 42,600
Payroll liability - Pension (108,825) (102,571)
Net Cash (Used)/provided in Operating Activities 1,807,575 (106,440)
Cash Flows Used/(Provided) from Investing Activities    
Building improvements (505) (122,226)
Equipment (8,000) (25,535)
Sales of Vehicle 21,500
Net Cash Used by Investing Activities (8,505) (126,261)
Cash Provided/(Used) from Financing Activities    
Loan principle payments (36,709) (45,677)
Net adjustments, Equity (125,316)
Net Cash Provided by Financing Activities (36,709) (170,993)
Net Increase (Decrease) in Cash 1,762,360 (403,693)
Cash at Beginning of Period 1,227,654 2,129,801
Cash at End of Period 2,990,014 1,726,108
Supplemental Cash Flow Information:    
Income Taxes Paid
Interest Paid 97,862 24,628
Supplemental disclosure of non-cash financing activities:    
Operating leases - right of use asset 302,695
Operating leases - lease liability $ 294,387
v3.23.2
ORGANIZATION AND DESCRIPTION OF BUSINESS
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

AmeriGuard Security Services, Inc. (the Company), was incorporated on November 14, 2002, with an S-Corp tax election. The corporation was incorporated with the issuance of 1,000 shares of no-par value stock held by Lawrence Garcia, President and CEO with 550 shares and Lillian Flores, VP of Operations with 450 shares. The Company provides armed guard services as a federal contractor with licenses in 5 states and provides commercial guard services in California.

 

On July 7, 2021, the Company, entered into an agreement to gain 100% control of Health Revenue Assurance Holdings, Inc (HRAA) a public corporation, incorporated in Nevada, by the purchase of 10,000,000 shares of Preferred A-1 Stock from the seller, Custodian Ventures LLC. The purchase of HRAA allowed the Company to begin plans to consummate a reverse merger with HRAA becoming a wholly owned subsidiary of a public company. In March of 2022, a Certificate of Amendment was filed with the Nevada Secretary of State, changing the name of HRAA, to Ameriguard Security Services, Inc. (AGSS). Shortly thereafter, a stock name and ticker change report were filed with the SEC and the stock ticker of HRAA was changed to AGSS.

 

On December 9, 2022, the Company executed the reverse merger agreement and became the subsidiary of AGSS. From that point forward, the financial statement filings will be the consolidation of Ameriguard Security Services, Inc, a Nevada company with Ameriguard Security Services, Inc. a California company.

 

The Company’s accounting year end is December 31.

 

Basis of Presentation

 

These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

 

Risks and Uncertainties

 

The risks and uncertainties described below may not be the only ones we are or may face in the future. If any of the following do occur, our business, financial condition or results of operations could be materially adversely affected.

 

The company receives over 86% of its total revenue from four Federal contracts as described in Note 9 below. These contracts have specific terms, typically five years with the opportunity for extension, but there are no assurances they will be extended. Although we have had several extended in the past, there is no guarantee this will again happened in the future. However, there are significant direct expenses for each contract that also are removed from operations at the end of a contract. As a result, the revenue lost from a completed contract does not affect the bottom-line profits in an amount equal to the revenue lost. The actual net income impact depends on the contract.

 

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.

 

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 June 30, 2023, and December 31, 2022, the Company had cash and cash equivalents totaling $2,970439 and $1,227,654 respectively.

 

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 other bad debt expense. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. With over 86% percent of year end accounts receivable balance from Federal contracts that require payment, and the uncollectable amount historically has been less than 1%. As of June 30, 2023, and December 31, 2022, an allowance for estimated uncollectible accounts was determined to be unnecessary.

 

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 is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful life for Machinery and Equipment, and Vehicles is 5 years, with Leasehold improvements useful life is 10 Years.

 

Operating Leases

 

In February 2016, FASB ASU No. 2016-02 established ASC Topic 842, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Effective December 31, 2022, we have implemented ASU No. 2016-02 and booked the operating lease asset and the related liability.

 

Net Income/(Loss) per 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.

 

Revenue Recognition

 

We recognize revenue when the Invoice for contracted services is issued as stipulated by the contract. Other services provided are recognized at the time the service is provided. Ninety eight percent of revenues are billed monthly and recognized in the month the services were provided. Refunds and returns, which are minimal, are recorded as a reduction of revenue. The Company has not recorded a reserve for returns on June 30, 2023, or 2022 since it does not believe such returns will be material.

 

Fair Value of Financial Instruments

 

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

 

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

 

  Level 1 - quoted market prices in active markets for identical assets or liabilities.
     
  Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
     
  Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amount of the Company’s financial instruments approximates their fair value as of June 30, 2023 and December 31, 2022, due to the short-term nature of these instruments.

 

v3.23.2
RELATED PARTY RECEIVABLE
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY RECEIVABLE

NOTE 3 – RELATED PARTY RECEIVABLE

 

On July 7, 2021, the company entered into an agreement to purchase 100% of the Preferred A-1 Stock of Health Revenue Assurance Holdings, Inc. a SEC registered company for $500,000. In March 2022, Health Revenue Assurance Holdings, Inc. name was changed to Ameriguard Security Services Inc. (AGSS). On December 9, 2022, we signed the definitive merger agreement initiating a reverse merger with AGSS, resulting in the Company becoming a 100% owned subsidiary of AGSS. Prior to the merger, the Company funded the operational expenses of AGSS and treated these expenses as related party expenses. These expenses we eliminated when the two companies were consolidated for the financial statement presentation.

 

The receivable balances on June 30, 2023, and December 31, 2022, were $57,971. Related party receivables are eliminated upon consolidation.

 

v3.23.2
FIXED ASSETS
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
FIXED ASSETS

NOTE 4 – FIXED ASSETS

 

Fixed assets consist of the following on June 30, 2023, and December 31, 2022:

 

          
   2023   2022 
Leasehold Improvements   224,637    224,132 
Machinery and Equipment   286,551    278,551 
Vehicles   110,742    110,274 
Total Fixed Assets   621,426    612,957 
Accumulated Depreciation   (332,985)   (314,151)
Fixed Assets, Net  $288,477   $298,806 

 

v3.23.2
PAYROLL LIABILITY – PENSION
6 Months Ended
Jun. 30, 2023
Payroll Liability Pension  
PAYROLL LIABILITY – PENSION

NOTE 5 – 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 5% of employee salary. Federal contracts have union agreements that define the pension calculation and due dates. It is the responsibility of the company to calculate the pension benefit amount each month and contribute the amount due to the plan designated. The pension balances due on June 30, 2023, and December 31, 2022, for all plans were $345,140 and $453,965 respectively.

 

v3.23.2
NOTES PAYABLE
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
NOTES PAYABLE

NOTE 6 – NOTES PAYABLE

 

In June 2020, AmeriGuard Security Services, Inc. received an SBA Loan through Fresno First Bank in the amount of $1,080,000 that was used to close out the Citibank loan in the amount of $312,339 with the remaining balance after expenses held in reserve. The SBA loan is a 10-year loan with monthly principal and interest payments. Interest rate is variable at prime rate plus 2.75%, adjusted every calendar quarter. Interest rate on June 30, 2023, and December 31, 2022, was 10.75% and 9% respectively. Balance remaining on the SBA loan was $767,678 and $785,988 as of June 30, 2023, and December 31, 2022, respectively.

 

On July 7, 2022, the Company entered into a buyout agreement with a shareholder Lillian Flores. The total buyout amount was $3,384,950 representing 45% of the calculated business value as of December 31, 2020. Following the initial payment of $686,990, the company agreed to make 4 equal instalments of principal and interest of $739,508 each December 31, starting 2023. Interest is calculated at a fixed rate of 3.110% compounded semi-annually. The company has accrued interest on June 30, 2023, of $91,635. Balance remaining in the amount of $2,697,960.

 

The following schedule details the loans active as of June 30, 2023, and December 31, 2022:

 

          
   2023   2022 
Current Portion:          
Notes and loans payable  $719,563   $719,563 
Total Current Portion   719,563    719,563 
Long term Portion:          
Notes and loans payable   2,746,075    2,782,784 
Total Long-term Portion   2,746,075    2,782,784 
   $3,465,638   $3,502,347 

 

v3.23.2
STOCKHOLDERS’ EQUITY
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY 

 

From December 31, 2022, to June 30,2023 the only impact to equity was the Net Income for the period of $1,030,950.

 

v3.23.2
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

The company has a multiple vehicle lease agreement with Enterprise Leasing. As of June 30, 2023, the company had 19 vehicles under lease. The lease agreement includes maintenance services. The term of the lease agreement varies based on the date vehicle were leased and the respective terms for each vehicle. The master lease is updated annually and requires annual internal financial reports and company tax return.

 

v3.23.2
CONCENTRATION OF SALES
6 Months Ended
Jun. 30, 2023
Concentration Of Sales  
CONCENTRATION OF SALES

NOTE 9 – CONCENTRATION OF SALES

 

The company generated approximately $10,972,000 and $11,709,000 in guard service revenue for the six-month ending June 30, 2023 and 2022 respectively. Of the total guard service revenue, approximately 87% was earned from four federal contracts operated by the company. The contracts, their respective terms and approximate revenues are as follows:

 

  Social Security Administration, NSC -

September 2022 through September 2027

Six-month revenue - $2,770,000

         
  Social security Administration, SSC -

June 2022 through June 2027

Six-month revenue - $1,511,000

         
  Social Security Administration, WBDOC -

June 2021 through July 2026

Six-month revenue - $2,770,000

         
  National Institute of Health- EPA -

May 2020 through May 2023

Six-month revenue - $2,904,000

 

v3.23.2
OTHER INCOME (EXPENSE)
6 Months Ended
Jun. 30, 2023
Other Income and Expenses [Abstract]  
OTHER INCOME (EXPENSE)

NOTE 10 – OTHER INCOME (EXPENSE)

 

The company received an Employee Retention Tax Credit of (ERTC) payment of $3,288,000 from the tax year 2021. The company also experienced a related expense of approximately $473,000 for professional services related to the ERTC filing.

 

v3.23.2
LITIGATION AND CLAIMS
6 Months Ended
Jun. 30, 2023
Litigation And Claims  
LITIGATION AND CLAIMS

NOTE 11 – LITIGATION AND CLAIMS

 

As of December 31, 2022, there was one employment issue pending. The issue involves a terminated employee alleging discrimination and wrongful termination. A lawsuit has not been filed, only a demand letter has been presented. Management has been working with the attorneys to find a reasonable settlement to this dispute without going to trial. After several months of discussion and negotiation it appears that the complaint will be settled for $23,000. As of March 31, 2023, the final agreement was signed which pays out the $23,000 settlement in three monthly installments starting May 15, 2023, Per Attorney letters received there are no other pending cases or legal matters.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Use of Estimates

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

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 June 30, 2023, and December 31, 2022, the Company had cash and cash equivalents totaling $2,970439 and $1,227,654 respectively.

 

Accounts Receivable

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 other bad debt expense. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. With over 86% percent of year end accounts receivable balance from Federal contracts that require payment, and the uncollectable amount historically has been less than 1%. As of June 30, 2023, and December 31, 2022, an allowance for estimated uncollectible accounts was determined to be unnecessary.

 

Property and Equipment

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 is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful life for Machinery and Equipment, and Vehicles is 5 years, with Leasehold improvements useful life is 10 Years.

 

Operating Leases

Operating Leases

 

In February 2016, FASB ASU No. 2016-02 established ASC Topic 842, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Effective December 31, 2022, we have implemented ASU No. 2016-02 and booked the operating lease asset and the related liability.

 

Net Income/(Loss) per Share

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.

 

Revenue Recognition

Revenue Recognition

 

We recognize revenue when the Invoice for contracted services is issued as stipulated by the contract. Other services provided are recognized at the time the service is provided. Ninety eight percent of revenues are billed monthly and recognized in the month the services were provided. Refunds and returns, which are minimal, are recorded as a reduction of revenue. The Company has not recorded a reserve for returns on June 30, 2023, or 2022 since it does not believe such returns will be material.

 

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

 

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

 

  Level 1 - quoted market prices in active markets for identical assets or liabilities.
     
  Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
     
  Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amount of the Company’s financial instruments approximates their fair value as of June 30, 2023 and December 31, 2022, due to the short-term nature of these instruments.

 

v3.23.2
FIXED ASSETS (Tables)
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
Schedule of fixed assets
          
   2023   2022 
Leasehold Improvements   224,637    224,132 
Machinery and Equipment   286,551    278,551 
Vehicles   110,742    110,274 
Total Fixed Assets   621,426    612,957 
Accumulated Depreciation   (332,985)   (314,151)
Fixed Assets, Net  $288,477   $298,806 
v3.23.2
NOTES PAYABLE (Tables)
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Schedule of the loan active
          
   2023   2022 
Current Portion:          
Notes and loans payable  $719,563   $719,563 
Total Current Portion   719,563    719,563 
Long term Portion:          
Notes and loans payable   2,746,075    2,782,784 
Total Long-term Portion   2,746,075    2,782,784 
   $3,465,638   $3,502,347 
v3.23.2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares
Nov. 14, 2022
Jun. 30, 2023
Jul. 07, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Number of share issued 1,000    
Holder ownership   86.00%  
Custodian Ventures [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Preferred A-1 stock, shares authorized     10,000,000
Chief Executive Officer [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Number of share issued 550    
Lillian Flores [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Number of share issued 450    
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Cash $ 2,970,439 $ 1,227,654
Reserve for returns $ 0  
Machinery and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Estimated useful life 5 years  
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Estimated useful life 5 years  
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Estimated useful life 10 years  
v3.23.2
RELATED PARTY RECEIVABLE (Details Narrative) - USD ($)
Jul. 07, 2021
Jun. 30, 2023
Dec. 31, 2022
Related Party Transactions [Abstract]      
Consideration paid $ 500,000    
Notes receivable related party   $ 57,971 $ 57,971
v3.23.2
FIXED ASSETS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Total Fixed Assets $ 621,426 $ 612,957
Accumulated Depreciation (332,985) (314,151)
Fixed Assets, Net 288,477 298,806
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total Fixed Assets 224,637 224,132
Machinery and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total Fixed Assets 286,551 278,551
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Total Fixed Assets $ 110,742 $ 110,274