Organization and Description of Business |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Organization and Description of Business [Abstract] | |
| ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
AmeriGuard Security Services, Inc. (AGS), 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. AGS provides armed guard services as a federal contractor with licenses in 5 states and provides commercial guard services in California.
On July 7, 2021, AGS, 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 was filed with the SEC and the stock ticker of HRAA was changed to AGSS.
On December 9, 2022, AGS executed the reverse merger agreement and became the subsidiary of AGSS (the Company). From that point forward, the financial statement filings will be the consolidation of Ameriguard Security Services, Inc, a Nevada company with Ameriguard Security Services, Inc., a California company.
On October 20, 2023, the Company executed a share purchase agreement to acquire TransportUS Inc. TransportUS, Inc. was incorporated on October 24, 2018, with an S-Corp tax election. The corporation was incorporated with the issuance of 1,000 shares with no-par par value stock held by Lawrence Garcia, President and CEO. TransportUS Inc. provides human transportation services as a federal contractor, currently providing services in the state of California.
The Company’s accounting year end is December 31.
Basis of Presentation
These consolidating financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles. The financial statements and notes include TransportUS Inc.’s financial results for 2024 and 2025.
Risks and Uncertainties
The risks and uncertainties described below may not be the only ones we are or may face in the future. If any of the following do occur, our business, financial condition or results of operations could be materially adversely affected.
The company receives over 90% of its total revenue from six Federal contracts as described in Note 13 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.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue to operate as a going concern and they do not include any adjustments that might have an impact on the outcome of this uncertainty.
For the year ended December 31, 2025, the Company incurred a net loss of approximately $500,000, generated a loss from operations of approximately $3.1 million, and used cash in operating activities of approximately $235,000. As of December 31, 2025, the Company had an accumulated deficit, stockholders’ deficit of approximately $3.5 million, and total notes payable of approximately $6.5 million, of which approximately $4.1 million is classified as current. The Company is highly leveraged and has limited access to additional sources of liquidity.
During 2025 and through the filing date of these financial statements, the Company experienced significant adverse events and conditions, including: (i) the loss and premature termination of three federal security contracts with the Social Security Administration which historically generated aggregate annual revenues in excess of $14.5 million; (ii) a dispute with the Company’s former directors and an associated governance dispute; and (iii) increased operating costs and wage-related compliance matters.
On February 5, 2025, the Company entered into a government receivables-backed line of credit of up to 7.0 million with Legalist, Inc. to fund its operations and repay various high-interest merchant advances and loans. In 2025 and 2026, the Company failed to comply with the terms of this facility and Legalist declared the Company in default. On March 27, 2026, Legalist Government Receivables Fund, LP, and Legalist SPV III, LP filed a motion for summary judgment in lieu of complaint in the Supreme Court of New York seeking judgment against the Company, TransportUS, Inc., and the Company’s Chief Executive Officer in the amount of approximately $4.1 million plus attorneys’ fees, costs and other relief.
In addition, as a result of the loss of the Social Security Administration contracts, resulting from the Company’s inability to timely fund payroll, the U.S. Department of Labor (“DOL”) initiated an investigation into wage and hour compliance under certain federal contracts. In February 2026, the DOL notified the Company that alleged violations of prevailing wage, fringe benefits and overtime requirements resulted in back wages of approximately $1.3 million, of which approximately $356,000 remains outstanding, for which the DOL has requested payment. The Company has informed the DOL that it does not currently have the ability to pay the full amount and has requested a payment schedule, which has not been finalized as of the issuance date of these financial statements.
The Company is also subject to wage-and-hour litigation, including two PAGA/class action matters involving alleged failures to pay minimum wages, sick pay, meal and rest break penalties, wage statement violations and related claims. One matter involving AmeriGuard Security of California, Inc. was settled in March 2025 for $150,000 with a 10% initial payment and the remaining amount expected to be paid following court approval, which is anticipated in late 2026. A second matter involving TransportUS, Inc. was settled in February 2026 for $150,000, payable eighteen months from the settlement date.
Subsequent to year end, on April 8, 2026, the Company was notified by the Department of Veterans Affairs that the Veterans Affairs Long Beach, California transportation contract, which had been managed by TransportUS, Inc. for approximately 7.5 years and provides annual revenues of approximately $9.0 million, was not renewed in favor of a new contractor. This represents an estimated 58% reduction in total revenues projected for 2026.
These events and conditions, including recurring operating losses, negative stockholders’ equity, significant current debt obligations, defaults under financing arrangements, adverse legal and regulatory matters, the loss of key government contracts, and the loss of a major transportation contract subsequent to year end, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
Management’s plans to address these matters include seeking to restructure or refinance existing debt obligations, including the Legalist facility, negotiating payment plans with the DOL and other claimants, continue to pursue equity investors and convertible debt financing, continue to implement cost-reduction initiatives, and seeking to obtain new government and commercial contracts to replace lost revenue.
There can be no assurance that these plans will be successfully implemented or will be sufficient to enable the Company to meet its obligations as they become due. If the Company is unable to execute its plans and obtain additional financing on acceptable terms, it may be forced to significantly curtail or cease operations, seek protection under bankruptcy laws, or pursue other strategic alternatives. |