SEC Comment Letter 0000000000-23-008524 to AMERIGUARD SECURITY SERVICES, INC. (AGSS) (CIK 0001514443) (AGSS)
AMERIGUARD SECURITY SERVICES, INC. (AGSS) (CIK 0001514443)
Date: Aug. 7, 2023 · CIK: 0001514443 · Accession: 0000000000-23-008524
AI Filing Summary & Sentiment
File numbers found in text: 333-271200
Letter
United States securities and exchange commission logo August 7, 2023 Lawrence Garcia Chief Executive Officer Ameriguard Security Services, Inc. 5470 W. Spruce Avenue, Suite 102 Fresno, CA 93722 Re:Ameriguard Security Services, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed July 11, 2023 File No. 333-271200 Dear Lawrence Garcia: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 14, 2023 letter. Amendment No. 2 to Registration Statement on Form S-1 filed July 11, 2023 Corporate History, page 1 1.In the sixth paragraph of this section, you disclose that you purchased 10,000,000 shares of Series A-1 Preferred Stock of AGSS from Custodian Ventures, LLC for $500,000. In the last paragraph of this section, you disclose you have no such shares issued and outstanding. Please revise your disclosure to explain the nature and terms of the transaction resulting in the 10,000,000 shares of Series A-1 Preferred Stock no longer being issued and outstanding. In your response, explain where the transactions are presented on your Statements of Stockholders' Equity as well as the nature of the 675,000 shares of preferred stock that is presented on your Statements of Stockholders' Equity as of December 31, 2020.
FirstName LastNameLawrence Garcia Comapany NameAmeriguard Security Services, Inc. August 7, 2023 Page 2 FirstName LastNameLawrence Garcia Ameriguard Security Services, Inc. August 7, 2023 Page 2 Management's Discussion and Analysis and Results of Operations, page 23 2.The net loss of $74,003 for the year ended December 31, 2022 and net income for the year ended December 31, 2021 of $128,038 as disclosed on page 24 do not agree to the amounts reflected in the consolidated statement of operations for these periods on page F- 4 and appear to represent your net income(loss) from operations rather than your net income (loss). Please reconcile and revise your disclosure to correct these inconsistencies. 3.We note your response to comment 4 and reissue the comment in-part. Your discussion and analysis should include descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on management's assessment to have a material impact on future operations. In this regard, we note that 87% of your guard services revenue was earned from four federal contracts operated by the company and that the contracts and their respective terms are applicable to the relevant periods reported in this registration statement. Please revise this section to provide a concise summary of the material terms of your current contracts including the four federal contracts. See Item 303 of regulation S-K. Liquidity and Capital Resources , page 24 4.The amounts of cash generated from operations of $223,000, cash used in investing activities of $266,600 and cash used in financing activities of $859,000 during the year ended December 31, 2022 as disclosed on page 24 do not agree to the amounts reflected in your statement of cash flows for this period on page F-6. Please reconcile and revise these disclosures. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, page 39 5.You state that the beneficial ownership table is as of July 31, 2022. Please revise so that the table is as of the most recent practicable date. See Item 403 of Regulation S-K. Financial Statements Statements of Cash Flows, page F-6 6.Please correct as necessary your statement of cash flows for the years ended December 31, 2022 and 2021, and the quarters ended March 31, 2023 and March 31, 2022. We note for example, that you present depreciation expense, a non-cash adjustment to net income/loss, as an investing activity instead of as an operating activity for the years ended December 31, 2022 and 2021, and loan principle payments as investing activities instead of financing activities for the quarters ended March 31, 2023 and 2022. For guidance, refer to ASC 230. 7.Please provide us with your analysis for the treatment the purchase of 10,000,000 shares of Preferred A-1 Stock for $500,000 as a financing activity on your Statement of Cash Flows for 2021. Your analysis should address when the reverse acquisition was
FirstName LastNameLawrence Garcia Comapany NameAmeriguard Security Services, Inc. August 7, 2023 Page 3 FirstName LastName Lawrence Garcia Ameriguard Security Services, Inc. August 7, 2023 Page 3 consummated, including the date on which the the preferred stock was transferred for $500,000; the ownership structure before the Preferred A-1 Stock transfer and the ownership structure after the Preferred A-1 Stock transfer; and the nature and terms of the transaction that resulted in the Preferred A-1 Stock no-longer being issued and outstanding. Exhibits 8.Reference is made to Exhibit 23.1. Please have your Independent Registered Public Accounting Firm revise its consent to reference the correct amendment.. The consent currently references Amendment No. 1 to Form S-1 rather thanAmendment No. 2 to Form S-1. General 9.Please revise to provide the correct printed name for your Chief Financial Officer. In this regard, we note that on page II-5 the signature for your Chief Financial Officer is Mike Goossen, but the printed name is Kathy M. Griffin. See Instruction 2 to Signatures in Form S-1. You may contact Patrick Kuhn at 202-551-3308 or Linda Cvrkel at 202-551-3813 if you have questions regarding comments on the financial statements and related matters. Please contact Jennie Beysolow at 202-551-8108 or Jennifer López Molina at 202-551-3792 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Matthew McMurdo, Esq.
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United States securities and exchange commission logo
August 7, 2023
Lawrence Garcia
Chief Executive Officer
Ameriguard Security Services, Inc.
5470 W. Spruce Avenue, Suite 102
Fresno, CA 93722
Re:Ameriguard Security Services, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 11, 2023
File No. 333-271200
Dear Lawrence Garcia:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our June 14, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed July 11, 2023
Corporate History, page 1
1.In the sixth paragraph of this section, you disclose that you purchased 10,000,000 shares
of Series A-1 Preferred Stock of AGSS from Custodian Ventures, LLC for $500,000. In
the last paragraph of this section, you disclose you have no such shares issued and
outstanding. Please revise your disclosure to explain the nature and terms of the
transaction resulting in the 10,000,000 shares of Series A-1 Preferred Stock no longer
being issued and outstanding. In your response, explain where the transactions are
presented on your Statements of Stockholders' Equity as well as the nature of the 675,000
shares of preferred stock that is presented on your Statements of Stockholders' Equity as
of December 31, 2020.
FirstName LastNameLawrence Garcia
Comapany NameAmeriguard Security Services, Inc.
August 7, 2023 Page 2
FirstName LastNameLawrence Garcia
Ameriguard Security Services, Inc.
August 7, 2023
Page 2
Management's Discussion and Analysis and Results of Operations, page 23
2.The net loss of $74,003 for the year ended December 31, 2022 and net income for the year
ended December 31, 2021 of $128,038 as disclosed on page 24 do not agree to the
amounts reflected in the consolidated statement of operations for these periods on page F-
4 and appear to represent your net income(loss) from operations rather than your net
income (loss). Please reconcile and revise your disclosure to correct these inconsistencies.
3.We note your response to comment 4 and reissue the comment in-part. Your discussion
and analysis should include descriptions and amounts of matters that have had a material
impact on reported operations, as well as matters that are reasonably likely based on
management's assessment to have a material impact on future operations. In this regard,
we note that 87% of your guard services revenue was earned from four federal contracts
operated by the company and that the contracts and their respective terms are applicable to
the relevant periods reported in this registration statement. Please revise this section to
provide a concise summary of the material terms of your current contracts including the
four federal contracts. See Item 303 of regulation S-K.
Liquidity and Capital Resources , page 24
4.The amounts of cash generated from operations of $223,000, cash used in investing
activities of $266,600 and cash used in financing activities of $859,000 during the year
ended December 31, 2022 as disclosed on page 24 do not agree to the amounts reflected in
your statement of cash flows for this period on page F-6. Please reconcile and revise these
disclosures.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters, page 39
5.You state that the beneficial ownership table is as of July 31, 2022. Please revise so that
the table is as of the most recent practicable date. See Item 403 of Regulation S-K.
Financial Statements
Statements of Cash Flows, page F-6
6.Please correct as necessary your statement of cash flows for the years ended December 31,
2022 and 2021, and the quarters ended March 31, 2023 and March 31, 2022. We note for
example, that you present depreciation expense, a non-cash adjustment to net income/loss,
as an investing activity instead of as an operating activity for the years ended December
31, 2022 and 2021, and loan principle payments as investing activities instead of financing
activities for the quarters ended March 31, 2023 and 2022. For guidance, refer to ASC
230.
7.Please provide us with your analysis for the treatment the purchase of 10,000,000 shares
of Preferred A-1 Stock for $500,000 as a financing activity on your Statement of Cash
Flows for 2021. Your analysis should address when the reverse acquisition was
FirstName LastNameLawrence Garcia
Comapany NameAmeriguard Security Services, Inc.
August 7, 2023 Page 3
FirstName LastName
Lawrence Garcia
Ameriguard Security Services, Inc.
August 7, 2023
Page 3
consummated, including the date on which the the preferred stock was transferred for
$500,000; the ownership structure before the Preferred A-1 Stock transfer and
the ownership structure after the Preferred A-1 Stock transfer; and the nature and terms of
the transaction that resulted in the Preferred A-1 Stock no-longer being issued and
outstanding.
Exhibits
8.Reference is made to Exhibit 23.1. Please have your Independent Registered Public
Accounting Firm revise its consent to reference the correct amendment.. The consent
currently references Amendment No. 1 to Form S-1 rather thanAmendment No. 2 to Form
S-1.
General
9.Please revise to provide the correct printed name for your Chief Financial Officer. In this
regard, we note that on page II-5 the signature for your Chief Financial Officer is
Mike Goossen, but the printed name is Kathy M. Griffin. See Instruction 2 to Signatures
in Form S-1.
You may contact Patrick Kuhn at 202-551-3308 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jennie Beysolow at 202-551-8108 or Jennifer López Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Matthew McMurdo, Esq.