Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)

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 six months ended June 30, 2024

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, CA93722

(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, 2024, 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 $1,629,646.

The number of outstanding shares of the registrant's common stock on June 30, 2024, was 94,917,302

Documents Incorporated by Reference: None.

FORM 10-Q QUARTERLY REPORT

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

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, 2024		1
	Condensed Consolidated Statements of Income - for the Six Months ended June 30, 2024		2
	Condensed Consolidated Statements of Stockholders Equity for the six months ended June 30, 2024		3
	Condensed Consolidated Statements of Cash Flows - for the six months ended June 30, 2024		4
	Notes to Condensed Consolidated Financial Statements		5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.		12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.		15
Item 4.	Controls and Procedures.		15
PART II	Other Information
Item 1.	Legal Proceedings		16
Item1A.	Risk Factors		16
Item 6.	Exhibits		18

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.

PART I - Financial Information

Item 1. Financial Statements (unaudited)

AmeriGuard Security Services, Inc.

CONSOLIDATED BALANCE SHEETS

		June 30,			December 31,
		2024			2023
Assets
Current Assets
Cash		$	579,159			$	2,166,118
Accounts receivable, net (note 2)			1,824,732				1,583,379
Current Portion Note Receivable (note 3)			9,300				9,300
Prepaid Expenses			378,108				327,147
Deposits			55,874				61,575
Related Party Receivable (note 4)			-				-
Total Current Assets			2,847,173				4,147,519
Other Non-Current Assets
Fixed assets, net depreciation (note 5)			795,497				574,114
Note Receivable (note 3)			336,200				340,700
Operating Lease			1,005,633				1,005,633
Total Non-Current Assets			2,137,330				1,920,447
Total Assets		$	4,984,503			$	6,067,966
Liabilities
Current Liabilities
Accounts payable		$	315,242			$	449,921
Accrued Interest Due (note 9)			42,600				-
Deferred Revenue (note 7)			672,327				722,327
Accrued Payroll			630,134				626,694
Payroll liability - Pension (note 8)			451,804				507,793
Current portion of notes payable (note 9)			2,550,939				2,160,347
Total Current Liabilities			4,663,046				4,467,082
Long Term Liabilities
Long term portion of notes payable (note 9)			1,995,632				2,034,493
Operating Lease			1,060,015				1,060,015
Total Liabilities			7,718,693				7,561,590
Stockholders' equity
Common stock, $.001par value, 94,917,302shares issued and outstanding at December 31, 2023 and 2022 (Note 7)			159,846				159,846
Retained earnings/(deficit)			(2,894,036	)			(1,653,470	)
Total Stockholders' Equity			(2,734,190	)			(1,493,624	)
Total Liabilities and Stockholders' Equity		$	4,984,503			$	6,067,966

See accompanying notes to financial statements

AmeriGuard Security Services, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months Ending

		June 30,			June 30,
		2024			2023
Revenue
Services		$	12,252,971			$	13,319,932
Discounts and allowances			(11,649	)			(65,120	)
Other operational income			66,835				66,180
Total Revenue			12,308,157				13,320,991
Cost of Services
Salaries and related taxes			8,007,892				8,666,771
Employee benefits			1,623,685				1,818,197
Sub-Contractor payments			-				1,441,910
Training and direct expenses			55,474				43,359
Vehicles and equipment expenses			881,235				612,518
Total Cost of Services			10,568,285				12,582,755
Gross Margin			1,739,872				738,236
Operating Expenses
Salaries, payroll taxes and benefits			663,592				836,646
Vehicle expense			195,437				201,571
Professional services			470,950				270,228
Communication services			87,606				75,230
General liability insurance			59,544				108,088
Advertising and marketing			115,466				64,435
Staff training			206,566				201,289
Livescan services fees			47,352				67,444
Licenses and permits			76,058				40,672
General and administrative expenses			374,177				354,564
Loan interest			617,248				97,862
Depreciation expense			94,203				55,266
Total Operating Expenses			3,008,198				2,373,295
Net Income/(Loss) from Operations			(1,268,327	)			(1,635,058	)
Other Income (Expenses)
Other Income			27,761				3,302,377
Other (Expense)			-				(642,373	)
Total Other Income/(Expense)			27,761				2,660,004
Net Income/(loss) before Income Taxes			(1,240,566	)			1,024,946
Income tax expense
Net Income/(loss)		$	(1,240,566	)		$	1,024,946
Net Income/(loss) per Common Share - Basic and Diluted		$	(0.0131	)		$	0.0108
Weighted Average Number of Common Shares Outstanding - Basic and Diluted			94,917,302				94,917,302

See accompanying notes to financial statements

AmeriGuard Security Services, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE SIX MONTHS ENDED June 30, 2024

								Additional						Total
		Common Stock			Paid-In			Stockholders'			Stockholders'
		Shares			Amount			Capital			Equity			Equity
Balance, December 31, 2023			9,417,302			$	159,846			$	6,011,595			$	(7,665,065	)		$	(1,493,624	)
Net Income for the three months ending March 31, 2024							-				-				(1,240,566	)			(1,240,566	)
Balance, June 30, 2024			9,417,302			$	159,846			$	6,011,595			$	(8,905,631	)		$	(2,734,190	)

See accompanying notes to financial statements

AmeriGuard Security Services, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ending

		June 30,			June 30,
		2024			2023
Cash Flows from Operating Activities
Net Income/(Loss)		$	(1,240,566	)		$	1,024,946
Adjustment to reconcile net loss from operations:
Changes in Operating Assets and Liabilities
Accounts receivable, net			(250,094	)			420,487
Prepaid insurance			(45,010	)			25,945
Accounts payable			(125,938	)			562,658
Deferred revenue			(50,000	)			(90,000	)
Accrued Interest			42,600				42,600
Accrued Payroll			(979	)			(4,778	)
Payroll liability - Pension			(51,568	)			(111,502	)
Depreciation			94,203				55,266
Net Cash (Used)/provided in Operating Activities			(1,627,352	)			1,925,622
Cash Flows (Used)/Provided from Investing Activities
Purchase of fixed assets, net retirements			(315,588	)			(51,442	)
Building improvements			-				(50,001	)
Net Cash Used by Investing Activities			(315,588	)			(101,444	)
Cash (Used)/Provided from Financing Activities
Note Receivable			4,500				(564	)
Financed Capital			1,241,100				-
Loan principle payments			(784,964	)			(5,678	)
Payment for Shareholder buyout			(104,405	)			-
Net Cash Provided by Financing Activities			356,231				(6,243	)
Net Increase (Decrease) in Cash			(1,586,709	)			1,817,936
Cash at Beginning of Period			2,165,868				1,751,489
Cash at End of Period		$	579,159			$	3,569,425
Supplemental Cash Flow Information:
Income Taxes Paid		$	-
Interest Paid		$	617,248
Supplemental disclosure of non-cash financing activities:
Shareholder Loan		$	2,697,960
Operating leases - right of use asset		$	1,005,633
Operating leases - lease liability		$	1,060,015

See accompanying notes to financial statements

AmeriGuard Security Services, Inc.

Notes to Condensed Consolidated Financial Statements

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 1,000shares of no-par value stock held by Lawrence Garcia, President and CEO with 550shares, and Lillian Flores, VP of Operations with 450shares. AGS provides armed guard services as a federal contractor with licenses in five 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 10,000,000shares 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 the fiscal year ending December 31, 2023.

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 83% of its total revenue from five Federal contracts as described in Note 12 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

In preparing financial statements in conformity with United States 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, 2024, and December 31, 2023, the Company had cash and cash equivalents totaling $579,159and $2,166,118respectively.

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 eighty-seven 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, 2024, and December 31, 2023, 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 5years, Leased vehicle capital expenditures are depreciated based on lease term generally 4years, with Leasehold improvements useful life of 15Years.

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.

We have leased vehicles that are classified as operating leases per the guidelines. The capital lease value as calculated following FASB guidelines is presented as a non-current asset on the balance sheet. As of December 31, 2023, the value is calculated to be $1,005,633. For the Operating Lease liability, the amount of $1,060,015was calculated as of December 31, 2023. Both the lease asset and liability are adjusted annually.

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, 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 nonperformance.

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 December 31, 2023, and June 30, 2024, due to the short-term nature of these instruments.

NOTE 3 - NOTE RECEIVABLE

On December 31, 2022, TransportUS held a receivable from a related company, AmeriGuard Security Systems, Inc (AmeriGuard) in the amount of $350,000. The relationship with AmeriGuard relates to the contract the Company holds with the Veteran's Administration in Long Beach, California. The contract required this relationship with AmeriGuard, at the time of award. Funds from the contract were shared with AmeriGuard, during the first 3.5years of operations which ended April 2022. As of December 31, 2022, the receivable was adjusted to $350,000and a note payable from AmeriGuard was executed. The $350,000 note is amortized over 20years, with a balloon payment December 31, 2032. The interest rate is 6%, with the monthly payment of $2,500. For June 30, 2024, the note receivable is presented with the current portion of $9,300, and long-term portion of $336,200, and a long-term portion of $340,700for December 31, 2023.

NOTE 4 - RELATED PARTY RECEIVABLE

On July 7, 2021, AGS 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 AGS becoming a 100% owned subsidiary of AGSS. Prior to the merger, AGS funded the operational expenses of AGSS and treated these expenses as related party expenses. These expenses were eliminated when the two companies were consolidated for the financial statement presentation.

The receivable balance on June 30, 2024, was $0and December 31, 2023, was $57,971.

NOTE 5 - FIXED ASSETS

Fixed assets consist of the following on June 30, 2024, and December 31, 2023:

		2024			2023
Leasehold Improvements			274,133				274,133
Machinery and Equipment			297,770				290,892
Vehicles			943,880				635,172
Total Fixed Assets			1,515,783				1,200,197
Accumulated Depreciation			(720,286	)			(626,083	)
Fixed Assets, Net		$	795,497			$	574,114

NOTE 7 - DEFERRED REVENUE

During the first three years of operations of TransportUS Inc, Secure Transportation, Inc. (Secure), a subcontractor, advanced funds to TransportUS Inc. with the expectation of future services provided for Secure. This arrangement ended, December 31, 2021, after Secure had advanced $1,087,327. The agreement moving forward required TransportUS to provide services in the amount of $15,000per month or return funds to Secure in that same amount. Since January 2022, TransportUS has returned funds in the amount of $415,000, leaving a balance of $672,327as of June 30, 2024.

NOTE 8 - 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, 2024, and December 31, 2023, were $451,804and $507,793respectively.

NOTE 9 - NOTES PAYABLE

In June 2020, AmeriGuard Security Services, Inc. received an SBA Loan through Fresno First Bank in the amount of $1,080,000that was used to close out a Citibank loan in the amount of $312,339with 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, 2024, and December 31, 2023, 11.2%. The balance remaining on the SBA loan was $691,352and $730,213as of June 30, 2024, and December 31, 2023, respectively.

On July 7, 2022, the Company entered into a buyout agreement with shareholder Lillian Flores. The total buyout amount was $3,384,950representing 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 installments 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 December 31, 2022, of $49,035. Balance remaining in the amount of $2,697,960. All interest due was paid December 28, 2023, resulting in a balance of $0on December 31, 2023. The Company requested a deferral of the payment of principal due December 31, 2023, and received a deferral from Mrs. Flores. On January 22, 2024, the Company entered into an agreement with Lillian Flores regarding the deferral of the required shareholder buyout payment of $611,253due December 31, 2023. The deferral of the principal payment we requested by the Company for the purpose of capital retention. The agreement allows for a $16,500 monthly principal and interest payment starting in January 2024 through June 2024.Monthly interest is calculated at $1,585, leaving $14,915applied to principal. The agreement requires the remaining deferred principal of $521,763to be paid by the Company on or before June 30, 2024. As of June 30, 2024, the current portion of the shareholder buyout agreement was $1,181,275and $1,285,680as of December 31, 2023. The long-term portion of the buyout agreement was $1,412,280, for both June 30, 2024, and December 31, 2023. On June 30, 2024, Lillian Flores agreed to continue the extension for three months ending September 30, 2024.

On December 20, 2023, the company entered into a short-term loan agreement collateralized by accounts receivable from TVT Capital LLC. The agreement encumbered $1,199,200of receivables resulting in a note payable of $800,000; the repayment term requires $49,967per week for 24 weeks. As of June 30, 2024, the balance was $366,671and as of December 31, 2023, the balance of $766,667, and is included as current portion of notes payable.

On January 2, 2024, the Company entered into a short-term loan agreement collateralized by accounts receivable with Cedar Advance Capital. The agreement encumbered $719,250of receivables, resulting in a note payable of $525,000; the repayment term requires $22,477 per week for 32 weeks.As of June 30, 2024, the balance was $351,751, presented as current.

On January 2, 2024, the Company entered into a short-term loan agreement collateralized by accounts receivable with Velocity Capital Group. The agreement encumbered $565,150of receivables resulting in a note payable of $412,500; the repayment term requires $17,660 per week for 32 weeks.As of June 30, 2024, the balance was $257,813, presented as current.

On April 16, 2024, the Company entered into a short-term loan agreement with 1800 Diagonal Lending LLC secured by Company shares. The principal amount of the loan is $90,850with the net cash to the Company in the amount of $79,000after a 12% original issue discount and loan fees. The Company agrees to 10 payments of $10,175 including interest of 12%.As of June 30, 2024, the balance due was $76,680, presented as current.

On April 16, 2024, the Company entered into a short-term loan agreement with 1800 Diagonal Lending LLC secured by Company shares. The principal amount of the loan is $90,850with the net cash to the Company in the amount of $79,000after a 12% original issue discount and loan fees. The Company agrees to 5 payments starting with $50,876 Due October 30, 2024, followed by 4 payments of $12,719 due at the end of the month until February 2025, including 12% interest.As of June 30, 2024, the balance due was $90,850, presented as current.

On June 17, 2024, the Company entered into a short-term loan agreement with 1800 Diagonal Lending LLC secured by Company shares. The principal amount of the loan is $121,900with the net cash to the Company in the amount of $100,000after a 12% original issue discount and loan fees. The Company agrees to 5 payments starting with $68,264 due December 15, 2024, followed by 4 payments of $17,066 due on the 15th of each month until April 2025, including 12% interest.As of June 30, 2024, the balance due was $121,900, presented as current.

The following schedule details the loans active as of June 30, 2024, and December 31, 2023:

		2024			2023
Current Portion:
Notes and loans payable		$	2,550,939			$	2,160,347
Long term Portion:
Notes and loans payable			1,995,632				2,034,493
Total Notes Payable		$	4,546,571			$	4,194,840

NOTE 10 - STOCKHOLDERS' EQUITY

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 90,000,000AGSS shares to the shareholders of Ameriguard Security Services, Inc., in exchange for 1000shares of AGS, adding a net increase in common shares outstanding of 89,999,000. Next was the cancelation and conversion of series 675,000A-1 preferred shares held by AGSS on December 31, 2020. The result in the total number of shares outstanding is 93,417,302.

On October 20, 2023, the Company executed a share purchase agreement to acquire a related company owned by Lawrence Garcia, CEO. TransportUS Inc. was acquired with 3,000,000 shares with the initial 1,500,000 shares to purchase the company and a bonus of 1,500,000 shares when TransportUS renews its main services contract with the Veterans Affairs Department of Long Beach, CA.Although the purchase agreement is dated October 2023, for financial statement presentation purposes, we have presented the purchase as if it occurred in 2022. The only change to the Stockholders Equity report for 2024 is the inclusion of the consolidated net loss of $1,194,141.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

The company has a multiple vehicle lease agreement with Enterprise Leasing. As of June 30, 2024, the company had 65 vehicles under lease. The lease agreement includes maintenance services and tracking. The terms of the lease agreement vary based on the date the vehicle was 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 12 - CONCENTRATION OF SALES

The company generated approximately $12,000,000in service revenue as of June 30, 2024, and approximately $10,700,000in contract service revenue. Of the total service revenue, approximately 83% was earned from four federal contracts in the first quarter 2024 and five contracts in the first quarter 2023. The contracts and their respective terms are as follows:

	●	Social Security Administration, NSC		-	September 2022 through September 2027 Annual Revenue of approx. $3.1M
	●	Social Security Administration, SSC		-	June 2022 through June 2027 Annual Revenue of approx. $5.1M
	●	Social Security Administration, WBDOC		-	June 2021 through July 2026 Annual Revenue of approx. $5.8M
	●	National Institute of Health- EPA		-	May 2020 through May 2023 Annual Revenue of approx. $2.8M
	●	Veterans Administration - Long Beach CA		-	Feb 2019 through September 2024 Annual Revenue of approx. $5.6M
	●	Veterans Administration - Central Los Angeles CA		-	Feb 2019 through September 2024 Annual Revenue of approx. $1.4M

NOTE 13 - LITIGATION AND CLAIMS

As of December 31, 2023, there are three 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 relevant unfair business practices acts. A lawsuit has been filed, but it is early in the process and we are unable to comment on the merits of such lawsuit at this time. The Company believes this lawsuit has no merit and intends to resolve it before a trial, if possible. As of June 30, 2024, there have been additional litigation matters of relevance. Additionally, we have had one lender file a complaint as of July 17, 2024. The lender and the Company are in settlement negotiations over the actual amount, which we believe is immaterial, which is owed as well as whether certain contract obligations were appropriately complied with. The Company intends to resolve this complaint before any trial, if possible.

NOTE 14 - INCOME TAXES

Due to the losses incurred during the tax year ending 2022, and the expected zero tax due for 2023, there is noestimated tax liability as of June 30, 2024. Therefore, no provision for income taxes has been included in the accompanying financial statements.

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. 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. These two acquisitions within one year allows AGSS to access the capital market to generate the capital needed to continue its growth strategy of mergers and acquisitions within related industries.

AGSS continues developing the leadership team needed for success. We have in place a CEO with 20 years of experience in our industry who has experienced success in the government contracting market. Our new CFO has 20 years of experience in improving business performance as well as organizational growth across various sectors. Our Senior Controller 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 an exclusive contract with Think Equity, a New York Investment Banking Firm, and we have engaged legal and SEC compliance professionals. 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, 2024

Revenues and Cost of Goods Sold

At the end of the second quarter of 2024 the Company experienced an 8.0% decrease in services revenue compared to the same time period of 2023 of approximately $1,066,000. The decrease was the result of a federal guard contract that ended in May 2023 that provided approximately $2,880,000 in revenue through June of that year. This revenue loss was offset by an increase in revenue of approximately $1,800,000 from federal transportation contracts.

Despite the decline in revenue, AGSS experienced an increase in the gross profit margin due to the reduction of expenses, associated with the aforementioned contract that ended in May 2023. During 2024, AGSS has been focused on staff management of the three Federal Guard contracts currently held, to improve operation efficiencies and reduce over time expenses. This effort, along with increase transportation revenue without a significant increase in direct expenses, has caused the increase in the gross profit margin. The results of the decline in revenue along with the reduction in direct expenses benefited AGSS by increasing the gross profit margin percentage from 6% to 14% adding approximately $1,000,000 towards overhead expenses.

Operating Expenses and Other Expense

Operation expenses increased in 2024 over 2023 by approximately $623,000. Much of the increase, 83%, was the increase of approximately $520,000 in loan interest expense. Due to the tightening of capital markets during the previous six months, we have had to accept less than favorable loan terms in order to expand our operations. We have been working diligently on finding more traditional financing to refinance our debt obligations. We anticipate receiving loan refinancing and an influx of capital before the end of the third quarter 2024.

The remaining increase of $100,000 in operating expenses is from a combination of increases and decreases in various expense categories. There was an increase in professional fees of approximately $190,000, an increase in advertising and marketing of approximately $50,000, an increase in depreciation expense of approximately $39,000, an increase in licenses of approximately $35,000 and an increase in the general and administrative expense group of approximately $19,000. This $333,000 expense increase was offset by decreases of expenses in administrative salaries of $173,000, general liability insurance of $48,000.

At this time, we believe that our operating structure and current level of expense can handle significantly more revenue with minor increases in our operating overhead expenses. This would allow the entire gross profit of any new contract or company acquisition to flow directly to our earnings, providing a consistent return on investment for our stockholders. Management is focused on reducing operating expenses wherever possible and actively seeking companies to acquire.

Net (Loss) from Operations

Net loss through June of 2024 was approximately $1,222,000, which is a decrease over the loss during the same time period of 2023 by approximately $413,000. Separating the 6-month loss by quarter in 2024, the first quarter loss was approximately $857,000 and the second quarter loss was approximately $375,000, a 56% reduction. It is management's expectation that quarterly losses will continue to decrease during the remainder of 2024, and in the event we are successful in being awarded some new federal contracts, we can see the quarterly loss being eliminated by the end of 2024.

As previously mentioned, the 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 flow directly to our bottom-line earnings.

Liquidity and Capital Resources

The Company's principal sources of liquidity include cash from operations and proceeds from debt financing. During the six months ending June 30, 2024, operations generated a net decrease in cash of approximately $1,600,000 while cash used by investing activities was approximately $316,000. Financing activities added approximately $356,000. The net decrease in cash for the period was approximately $1,586,000.

On June 30, 2024, the Company had cash on hand of $579,000 with total current assets of $2,847,918.

Moving Forward

Following the reverse merger in December 2022, we have been diligently at work to achieve the goals that AGSS has laid out as part of its long-term plan. As to be expected, there have been challenges as we embark on our growth plan as a public entity. Although the costs of being a public company as well as accelerating the company's growth has impacted our bottom line, we believe that we are now in a position to execute our plans. Our current overhead expense structure has the capacity to manage multiple times the revenues from one of our two strategic sources. We remain confident and expect that our future will be profitable. As indicated above, our second Quarter loss was 56% lower than the first quarter. That was due to an increase in revenue from out Transportation company and a reduction in overtime costs in our guard contracts.

Our first source is to continue down our historical path of seeking out contracts that meet our sweet spot and bidding with the expectation of successful results. In early February 2024, TransportUS Inc was awarded a new contract from the Department of Veterans Affairs providing transportation for veterans in central LA. In late June we received a 3-month extension on our Long Beach contract with the Department of Veterans Affairs. TransportUS Inc currently has two proposals with the Department of Veterans Affairs in two California cities. These contracts will be awarded in the third quarter. If awarded to TransportUS, they will add $5 million a year in revenue. Ameriguard Security Services Inc continues to submit proposals for Federal contract as well. We currently have two contracts in process and several more in process. We anticipate several contracts to be awarded in the coming months. If Ameriguard is to be awarded one or two of the contracts we have in process, revenue increases would be between $5 and $15 million.

Our second source of growth is mergers and acquisitions. Now that we have access to capital markets and we operate in both the guard industry and the non-emergency medical transportation industry, we believe that we are well-positioned for long-term growth. The total available market for the security industry continues to grow, and at the same time, there is significant consolidation occurring. As a top-tier company in the industry, we can be a desired company for acquisition exits and quickly triple our revenues with one or two key acquisitions. After such acquisitions, we could see the additional gross profits from acquired companies flow directly to our earnings. Such returns may be quick and significant.

There are also acquisition opportunities in several other industries that fit our business model. Those include cyber security, private security, ammunition manufacturing, and surveillance to mention a few.

The Company continues the process of our first equity raise to recover our expended working capital and acquire additional companies. We anticipate the equity raise to be completed in the next quarter.

Management is very positive regarding profitable operations for the next twelve months based on the following:

●	AGSS operates in growing industries.

●	The security industry continues to expand, and we are now a part of the expanding transportation industry as well

●	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 to 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.

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, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2024, 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, 2024, 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 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, 2024, 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, 2024, 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. 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.

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.

As of June 30, 2024, there are three employment-related matters pending. The issues in such matters involve 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. A lawsuit has been filed, but it is early in the process and we cannot comment on the merits at this time. The Company believes the suit has no merit and intends to resolve it before a trial, if possible. As of June 30, 2024, there has been no additional litigation issues, nor changes in those in process.

Additionally, we have had one lender file a complaint as of July 17, 2024. The lender and the Company are in settlement negotiations over the actual amount, which we believe is immaterial, which is owed as well as whether certain contract obligations were appropriately complied with. The Company intends to resolve this complaint before a trial, if possible.

ITEM 1A. RISK FACTORS

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

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, 2024	By:	/s/ Lawrence Garcia
		Name:	Lawrence Garcia
		Title:	Chief Executive Officer
			(principal executive officer)
Date: August 14, 2024	By:	/s/ Jason Bovell
		Name:	Jason Bovell
		Title:	Chief Financial Officer
			(principal financial officer and principal accounting officer)

AMERIGUARD SECURITY SERVICES, INC.

Exhibit Index to Quarterly Report on Form 10-Q

For the Six Months Ended June 30, 2024

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 3.2 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.

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