v3.26.1
Litigation and Claims
12 Months Ended
Dec. 31, 2025
Litigation and Claims [Abstract]  
LITIGATION AND CLAIMS

NOTE 14 – LITIGATION AND CLAIMS

 

As of December 31, 2025, there were two employment issues pending. The issues revolve around terminated employees alleging the Company has failed to pay minimum wages, sick pay wages, meal period violations, rest period violations, wage statement violations and violation of the unfair business practices act. One of the employment issues was rolled up into the lawsuit against Ameriguard Security of California, Inc, and the other lawsuit was against TransportUS, Inc. In March of 2025, the lawsuit against AGC was settled for $150,000. A 10% deposit was required, and the settlement has not been finalized by the courts. It is anticipated that payment to be due in late 2026. The TUS lawsuit was settled in February 2026 in the amount of $150,000, payable in 18 months. Neither settlement agreements have been accrued. The settlements are not officially due until the court agrees to the settlement. Due to the backlog of cases in LA County, neither settlement has been finalized by the court as of December 31, 2026.

 

On June 12, 2025, Douglass Anderson and Russel Honore, on behalf of the Board of Directors of the Company, removed Lawrence D. Garcia from the position of Chief Executive Officer of the Company and appointed Douglas Anderson, an independent director of the Board and member of the Audit Committee and Compensation Committee, as interim Chief Executive Officer.

 

On June 16, 2025, Lawrence Garcia, as a majority shareholder, pursuant to Section 3.6 of the Company’s bylaws, removed Mr. Anderson and Mr. Honore as board members. In addition, on June 16, 2025, Mr. Garcia, pursuant to the bylaws, appointed Wilhelm Cashen and Terry Slatic, as board members. The Board of Directors removed Douglas Anderson from the position of Interim Chief Executive Officer of the Company and re-appointed Mr. Garcia as Chief Executive Officer. At the same time, the Board of Directors appointed Terry Slatic and Wilhelm Cashen to be the members of the Audit Committee.

 

On June 17, 2025, the Company and Mr. Garcia filed a Complaint in the District Court, Clark County, Case No. A-25-921392-B (Dept. 31) (the “Complaint”), against its former directors, Douglas Anderson and Russell Honore. The Complaint seeks declaratory relief to declare that the Board’s earlier purported removal of Mr. Garcia from the Company’s Board of Directors on June 12, 2025, was in violation of the Company’s Bylaws and invalid; that Mr. Anderson and Mr. Honore are no longer members of the Board, nor of any board committees; that the Board of Directors is comprised of three directors – Mr. Garcia, Mr. Slatic, and Mr. Cashen; that Mr. Garcia is the Company’s Chief Executive Officer; and other relief. The Complaint also seeks damages and injunctive relief against Mr. Anderson and Mr. Honore for conduct alleged to have been in violation of the Company’s Bylaws. A copy of the Complaint is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 15, 2025 (the “July 15, 2025 Form 8-K).

 

On June 23, 2025, Mr. Anderson and Mr. Honore, on their own behalf and purportedly on behalf of the Company, filed an Answer and Counterclaim against Mr. Garcia, Mr. Cashen, Mr. Slatic, and the Company’s Controller, Michael Goossen. The Counterclaim alleges, among other things, that Mr. Garcia failed to disclose his arrest at an airport TSA checkpoint for carrying a firearm in his backpack; failed to disclose the suspension of a security guard and patrol business license in North Carolina, and that Mr. Garcia paid over $30,000 to a third-party without first obtaining the consent of Mr. Anderson and Mr. Honore as Compensation Committee members. The Counterclaim seeks damages against Mr. Garcia for breaches of fiduciary duty, and against Mr. Garcia, Mr. Cashen, Mr. Slatic, and Mr. Goossen for conversion, and against Mr. Garcia, Mr. Cashen, and Mr. Slatic for fraud. The Counterclaim also seeks declaratory and injunctive relief to declare that Mr. Garcia’s actions following his termination as Chief Executive Office were unlawful, that transfers of funds to the third-party were improper, that Mr. Cashen’s and Mr. Slatic’s appointment to the Board was unlawful, that the purported removal of Mr. Anderson and Mr. Honore from the Board was unlawful, and the removal of Mr. Anderson as President and Chief Executive Officer and restoration of Mr. Garcia as President and Chief Executive Officer was unlawful. A copy of the Answer and Counterclaim is attached as Exhibit 10.3 to the July 15, 2025 Form 8-K.

 

On June 26, 2025, Mr. Anderson and Mr. Honore, on their own behalf and purportedly on behalf of the Company, filed an Application for Temporary Restraining Order and Motion for Preliminary Injunction against Mr. Garcia, Mr. Cashen, Mr. Slatic, and Mr. Goossen prohibiting the appointment of Mr. Cashen and Mr. Slatic to the Board of Directors, prohibiting the removal of Mr. Anderson and Mr. Honore from the Board, prohibiting the reinstitution of Mr. Garcia as Chief Executive Officer, prohibiting Mr. Garcia, Mr. Cashen, and Mr. Slatic from making or publishing any further false statements regarding their purported positions at and on the Board; prohibiting Mr. Garcia, Mr. Cashen, and Mr. Slatic from taking any further action on behalf of the Company. The Application for Temporary Restraining Order and Motion for Preliminary Injunction is attached as Exhibit 10.4 to the July 15, 2025 Form 8-K.

 

On July 1, 2025, Garcia filed an Opposition to Counterclaimants’ Application for Temporary Restraining Order and Motion for Preliminary Injunction.

 

On July 2, 2025, the Court denied Mr Anderson’s and Mr. Honore’s Application for Temporary Restraining Order and Motion for Preliminary Injunction against Mr. Garcia, Mr. Cashen, Mr. Slatic, and Mr. Goossen. The Findings of Fact, Conclusions of Law, and Order Denying Counterclaimants’ Application for Temporary Restraining Order, Scheduling Supplemental Briefing and Setting Evidentiary Hearing on Counterclaimants’ Motion for Preliminary Injunction is attached as Exhibit 10.5 to the July 15, 2025 Form 8-K.

 

Following a two-day evidentiary hearing on July 29 and 31, 2025, the Court denied Mr. Anderson’s and Mr. Honore’s motion for a preliminary injunction without prejudice, concluding, among other things, that Mr. Anderson and Mr. Honore failed to show a likelihood of success on the merits of their claims. However, the Court allowed them to provide additional proof that Mr. Garcia was not the controlling shareholder as of June 16, 2025. There is a court date set in February 2027. Both parties have agreed to a mediation, which is scheduled to occur in May 2026.