Stockholders’ Deficit |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Stockholders’ Deficit [Abstract] | |
| STOCKHOLDERS’ DEFICIT | NOTE 11 – STOCKHOLDERS’ DEFICIT
On December 9, 2022, AGS executed a reverse merger agreement with AGSS resulting in significant adjustments to the equity section of both companies. The result of the merger was AGSS became the sole owner of AGS. Although the merger is dated December 9, 2022, for financial statement presentation purposes, we have presented the Equity Section as if the merger occurred in 2021.
The first significant impact on stockholders’ equity was the issuance of 90,000,000 AGSS shares to the shareholders of Ameriguard Security Services, Inc., in exchange for 1000 shares of AGS, adding a net increase in common shares outstanding of 89,999,000. Next was the cancelation and conversion of series 675,000 A-1 preferred shares held by AGSS on December 31, 2020. The final result in the total number of shares outstanding is 93,417,302.
On October 20, 2023, the Company executed a purchase agreement to acquire a related company owned by Lawrence Garcia, CEO. TransportUS Inc. valued at $3,000,000. The company agreed to issue 3,000,000 shares, with 1,500,000 shares issued at time of purchase, and a bonus of 1,500,000 shares when TransportUS renews its main services contract with the Veterans Affairs Department of Long Beach, CA. The purchase created two assets for AGSS. Goodwill in the amount of $1,795,406 and an Investment in Subsidiary in the amount of $424,593. The 1,500,000 shares issued by AGSS and the 1,000 shares retired by TransportUS are reflected in the 2023 section of the Consolidated Statement of Stockholders Equity/(Deficit) report. Resulting in common stock outstanding of 94,917,302 at year end.
From the reverse merger transaction in December 2022, there was an immaterial difference in the number of shares outstanding per our transfer agent VStock Transfer LLC, and the internal records maintained by AGSS. It was decided to make the reconciliation adjustment for December 31, 2024, audit year and the immaterial difference of 990 shares were added to the Common Shares total bringing the total amount of outstanding shares to 94,981,292. Matching the transfer agent’s shareholder listing for the same date.
During 2025, There were two events that impacted the number of common stocks issued and outstanding. The first event was the majority shareholder Lawrence Garcia, voluntarily retired 10,000,000 of his personal shares at par value of $.001. The purpose of retiring the shares was to reduce the total outstanding shares by 10%, making the Company more attractive to investors. The second event relates to a short-term loan agreement with 1800 Diagonal Lending LLC as described in Note 10 above. The note was collateralized with common share convertible at 71% of the lowest market value during the 10 days prior to conversion. The last payment made by the Company was May 16, 2025, leaving a balance due of $60,984. This balance was paid via 5 separate stock conversion with the final stock conversion completed on August 18, 2025. Total shares issued to 1800 Diagonal Lending LLC were 4,440,186. |