Cover
Cover | 3 Months Ended |
Mar. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No.1 |
Entity Registrant Name | AMERIGUARD SECURITY SERVICES, INC. |
Entity Central Index Key | 0001514443 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 5470 W. Spruce Avenue |
Entity Address, Address Line Two | Suite 102 |
Entity Address, City or Town | Fresno |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 8950 |
City Area Code | (559) |
Local Phone Number | 271-5984 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 50 West Liberty Street Suite 880 |
Entity Address, City or Town | Reno |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 8950 |
City Area Code | (775) |
Local Phone Number | 322-0626 |
Contact Personnel Name | NEVADA AGENCY AND TRANSFER COMPANY |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 1,227,654 | $ 2,129,801 |
Accounts receivable, net (note 1) | 1,869,268 | 2,215,197 |
Prepaid insurance | 110,829 | 107,884 |
Related Party Receivable (note 3) | ||
Total Current Assets | 3,207,751 | 4,452,882 |
Other Non-Current Assets | ||
Fixed assets, net depreciation (note 4) | 298,806 | 132,802 |
Operating Lease | 302,695 | |
Total Non-Current Assets | 601,501 | 132,802 |
Total Assets | 3,809,252 | 4,585,684 |
Current Liabilities | ||
Accounts payable | 761,516 | 418,342 |
Accrued Interest Due (note 6) | 49,035 | |
Accrued Payroll | 737,143 | 657,741 |
Payroll liability - Pension (note 5) | 453,965 | 616,579 |
Current portion of notes payable (note 6) | 719,563 | 127,615 |
Total Current Liabilities | 2,721,222 | 1,820,277 |
Long Term Liabilities | ||
Long term portion of notes payable (note 6) | 2,782,784 | 780,845 |
Operating Lease | 294,387 | |
Total Liabilities | 5,798,393 | 2,601,122 |
Stockholders’ equity | ||
Common stock, $.001 par value, 94,471,302 shares issued and outstanding at December 31, 2022 and 2021 (Note 7) | 158,346 | 158,346 |
Retained earnings/(deficit) | (2,147,486) | 1,826,216 |
Total Stockholders’ Equity | (1,989,140) | 1,984,562 |
Total Liabilities and Stockholders’ Equity | $ 3,809,253 | $ 4,585,684 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | 94,471,302 | 94,471,302 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||||
Total Revenue | $ 6,101,100 | $ 5,775,718 | $ 24,947,401 | $ 22,442,513 |
Cost of Services | ||||
Total Cost of Services | 5,515,676 | 5,218,752 | 21,948,618 | 20,628,996 |
Gross Margin | 585,424 | 556,966 | 2,998,783 | 1,813,517 |
Operating Expenses | ||||
Salaries, payroll taxes and benefits | 385,195 | 219,843 | 1,161,982 | 365,433 |
Vehicle expense | 82,659 | 109,865 | 433,424 | 295,054 |
Professional services | 175,608 | 104,259 | 361,314 | 318,442 |
Cellular services | 27,666 | 24,685 | 106,382 | 112,140 |
General liability insurance | 27,788 | 25,554 | 87,119 | 111,287 |
Advertising and marketing | 33,744 | 28,870 | 128,544 | 77,349 |
General and administrative expenses | 178,004 | 101,968 | 645,268 | 294,062 |
Loan interest | 40,922 | 11,653 | 105,826 | 59,439 |
Depreciation expense | 8,334 | 11,094 | 42,927 | 52,273 |
Total Operating Expenses | 959,920 | 637,791 | 3,072,786 | 1,685,479 |
Net Income/(Loss) from Operations | (374,496) | (80,825) | (74,003) | 128,038 |
Other Income (Expenses) | ||||
Other Income | ||||
Other (Expense) | (68,500) | (62,600) | (344,105) | |
Total Other Income | (68,500) | (62,600) | (344,105) | |
Net Income/(loss) before Income Taxes | (442,996) | (143,425) | (418,108) | 128,038 |
Income tax expense | 10,350 | 33,923 | ||
Net Income/(loss) | $ (442,996) | $ (143,425) | $ (428,458) | $ 94,115 |
Net Income/(loss) per Common Share - Basic and Diluted | $ (0.0047) | $ (0.0015) | $ (0.0046) | $ 0.0010 |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 93,417,302 | 93,417,302 | 93,417,302 | 93,417,302 |
Security Services [Member] | ||||
Revenue | ||||
Total Revenue | $ 6,041,726 | $ 5,717,559 | $ 24,643,096 | $ 22,418,328 |
Other Related Income [Member] | ||||
Revenue | ||||
Total Revenue | 59,374 | 58,159 | 304,305 | 24,185 |
Salaries And Related Taxes [Member] | ||||
Cost of Services | ||||
Total Cost of Services | 3,876,865 | 3,531,867 | 15,030,738 | 13,873,241 |
Employee Benefits [Member] | ||||
Cost of Services | ||||
Total Cost of Services | 580,102 | 733,020 | 3,052,774 | 2,915,322 |
Sub Contractor Payments [Member] | ||||
Cost of Services | ||||
Total Cost of Services | 890,459 | 856,370 | 3,467,391 | 3,433,959 |
Guard Training [Member] | ||||
Cost of Services | ||||
Total Cost of Services | 116,262 | 51,667 | 202,826 | 222,298 |
Vehicles And Equipment Expenses [Member] | ||||
Cost of Services | ||||
Total Cost of Services | $ 51,988 | $ 45,828 | $ 194,889 | $ 184,176 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Stockholders Equity [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 69,346 | $ 10,000 | $ 9,976,045 | $ (7,191,705) | $ 2,863,685 |
Beginning balance, Shares at Dec. 31, 2020 | 2,743,302 | 675,000 | |||
Owner draws (pre-merger) | (473,238) | (473,238) | |||
Equity Merger | $ 89,000 | $ (10,000) | (579,000) | (500,000) | |
Equity Merger, Shares | 89,999,000 | ||||
Cancelation and conversion of preferred stock, Shares | 675,000 | (675,000) | |||
Net (Loss) for year ended December 31, 2022 | 94,115 | 94,115 | |||
Ending balance, value at Dec. 31, 2021 | $ 158,346 | 9,397,045 | (7,570,828) | 1,984,562 | |
Ending balance, Shares at Dec. 31, 2021 | 93,417,302 | ||||
Owner draws (pre-merger) | (62,824) | (62,824) | |||
Shareholder buyout | (3,384,950) | (3,384,950) | |||
Retained Deficit of merger with related entity | (97,470) | (97,470) | |||
Net (Loss) for year ended December 31, 2022 | (428,458) | (428,458) | |||
Ending balance, value at Dec. 31, 2022 | $ 158,346 | 6,012,095 | (8,159,580) | $ (1,989,140) | |
Ending balance, Shares at Dec. 31, 2022 | 93,417,302 | 93,417,302 | |||
Net (Loss) for year ended December 31, 2022 | (442,996) | $ (442,996) | |||
Ending balance, value at Mar. 31, 2023 | $ 158,346 | $ 6,012,095 | $ (8,602,576) | $ (2,432,136) | |
Ending balance, Shares at Mar. 31, 2023 | 93,417,302 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||||
Net Income/(Loss) | $ (442,996) | $ (143,425) | $ (428,458) | $ 94,115 |
Adjustment to reconcile net loss from operations: | ||||
Accounts receivable, net | (138,543) | (336,627) | 345,929 | (23,372) |
Prepaid insurance | (55,577) | 26,795 | (2,945) | (32,949) |
Accounts payable | (6,475) | 311,438 | 343,172 | 33,742 |
Accrued Interest | 21,300 | 49,035 | ||
Accrued Payroll | 79,402 | 75,693 | ||
Payroll liability - Pension | (172,385) | (184,047) | (162,614) | 77,237 |
Net Cash (Used)/provided in Operating Activities | (786,341) | (314,771) | 223,521 | 224,466 |
Cash Flows (Used)/Provided from Investing Activities | ||||
Purchase of fixed assets | (6,043) | (24,552) | ||
Building improvements | (224,132) | |||
Depreciation | 8,334 | 11,094 | 42,927 | 52,273 |
Operating lease liability | (79,358) | |||
Net Cash Used by Investing Activities | 3,023 | (306,511) | (266,606) | 27,721 |
Cash (Used)/Provided from Financing Activities | ||||
Secure Transportation vehicle loan | 21,500 | |||
Purchase of Shell Corporations - AGSS | (500,000) | |||
Payment for Shareholder buyout | (686,990) | |||
Loan principle payments | (18,399) | (220,436) | (180,298) | (227,097) |
Owner distributions | (62,824) | (473,238) | ||
Operating lease asset | 71,049 | |||
Net Cash Provided by Financing Activities | (12,137) | (859,063) | (1,178,835) | |
Net Increase (Decrease) in Cash | (783,318) | (633,420) | (902,148) | (926,648) |
Cash at Beginning of Period | 1,227,653 | 2,129,801 | 2,129,801 | 3,056,449 |
Cash at End of Period | 1,227,653 | 2,129,801 | ||
Supplemental Cash Flow Information: | ||||
Income Taxes Paid | 10,350 | 33,923 | ||
Interest Paid | 40,922 | 11,653 | 105,826 | $ 59,439 |
Supplemental disclosure of non-cash financing activities: | ||||
Shareholder Loan | 3,384,950 | |||
Operating leases - right of use asset | 302,695 | 302,695 | ||
Operating leases - lease liability | $ 294,387 | $ 294,387 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 444,337 | $ 1,227,654 |
Accounts receivable, net (note 1) | 2,007,810 | 1,869,268 |
Prepaid insurance | 166,406 | 110,829 |
Related Party Receivable (note 3) | ||
Total Current Assets | 2,618,553 | 3,207,751 |
Other Non-Current Assets | ||
Fixed assets, net depreciation (note 4) | 269,049 | 298,806 |
Operating Lease | 302,695 | 302,695 |
Total Non-Current Assets | 571,744 | 601,501 |
Total Assets | 3,190,297 | 3,809,252 |
Current Liabilities | ||
Accounts payable | 759,009 | 761,515 |
Accrued Interest Due (note 6) | 70,335 | 49,035 |
Accrued Payroll | 733,172 | 737,143 |
Payroll liability - Pension (note 5) | 281,582 | 453,965 |
Current portion of notes payable (note 6) | 719,563 | 719,563 |
Total Current Liabilities | 2,563,661 | 2,721,221 |
Long Term Liabilities | ||
Long term portion of notes payable (note 6) | 2,764,385 | 2,782,784 |
Operating Lease | 294,387 | 294,387 |
Total Liabilities | 5,622,433 | 5,798,393 |
Stockholders’ equity | ||
Common stock, $.001 par value, 94,471,302 shares issued and outstanding at December 31, 2022 and 2021 (Note 7) | 158,346 | 158,346 |
Retained earnings/(defecit) | (2,590,482) | (2,147,486) |
Total Stockholders’ Equity | (2,432,136) | (1,989,140) |
Total Liabilities and Stockholders’ Equity | $ 3,190,297 | $ 3,809,252 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | 94,471,302 | 94,471,302 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||||
Total Revenue | $ 6,101,100 | $ 5,775,718 | $ 24,947,401 | $ 22,442,513 |
Cost of Services | ||||
Total Cost of Services | 5,515,676 | 5,218,752 | 21,948,618 | 20,628,996 |
Gross Margin | 585,424 | 556,966 | 2,998,783 | 1,813,517 |
Operating Expenses | ||||
Salaries, payroll taxes and benefits | 385,195 | 219,843 | 1,161,982 | 365,433 |
Vehicle expense | 82,659 | 109,865 | 433,424 | 295,054 |
Professional services | 175,608 | 104,259 | 361,314 | 318,442 |
Cellular services | 27,666 | 24,685 | 106,382 | 112,140 |
General liability insurance | 27,788 | 25,554 | 87,119 | 111,287 |
Advertising and marketing | 33,744 | 28,870 | 128,544 | 77,349 |
General and administrative expenses | 178,004 | 101,968 | 645,268 | 294,062 |
Loan interest | 40,922 | 11,653 | 105,826 | 59,439 |
Depreciation expense | 8,334 | 11,094 | 42,927 | 52,273 |
Total Operating Expenses | 959,920 | 637,791 | 3,072,786 | 1,685,479 |
Net Income/(Loss) from Operations | (374,496) | (80,825) | (74,003) | 128,038 |
Other Income (Expenses) | ||||
Other Income | ||||
Other (Expense) | (68,500) | (62,600) | (344,105) | |
Total Other Income | (68,500) | (62,600) | (344,105) | |
Net Income/(loss) before Income Taxes | (442,996) | (143,425) | (418,108) | 128,038 |
Income tax expense | 10,350 | 33,923 | ||
Net Income/(loss) | $ (442,996) | $ (143,425) | $ (428,458) | $ 94,115 |
Net Income/(loss) per Common Share - Basic and Diluted | $ (0.0047) | $ (0.0015) | $ (0.0046) | $ 0.0010 |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 93,417,302 | 93,417,302 | 93,417,302 | 93,417,302 |
Security Services [Member] | ||||
Revenue | ||||
Total Revenue | $ 6,041,726 | $ 5,717,559 | $ 24,643,096 | $ 22,418,328 |
Other Related Income [Member] | ||||
Revenue | ||||
Total Revenue | 59,374 | 58,159 | 304,305 | 24,185 |
Salaries And Related Taxes [Member] | ||||
Cost of Services | ||||
Total Cost of Services | 3,876,865 | 3,531,867 | 15,030,738 | 13,873,241 |
Employee Benefits [Member] | ||||
Cost of Services | ||||
Total Cost of Services | 580,102 | 733,020 | 3,052,774 | 2,915,322 |
Sub Contractor Payments [Member] | ||||
Cost of Services | ||||
Total Cost of Services | 890,459 | 856,370 | 3,467,391 | 3,433,959 |
Guard Training [Member] | ||||
Cost of Services | ||||
Total Cost of Services | 116,262 | 51,667 | 202,826 | 222,298 |
Vehicles And Equipment Expenses [Member] | ||||
Cost of Services | ||||
Total Cost of Services | $ 51,988 | $ 45,828 | $ 194,889 | $ 184,176 |
CONSPIDATED STATEMENTS OF STOCK
CONSPIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Stockholders Equity [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 69,346 | $ 10,000 | $ 9,976,045 | $ (7,191,705) | $ 2,863,685 |
Beginning balance, Shares at Dec. 31, 2020 | 2,743,302 | 675,000 | |||
Net loss for the period | 94,115 | 94,115 | |||
Ending balance, value at Dec. 31, 2021 | $ 158,346 | 9,397,045 | (7,570,828) | 1,984,562 | |
Ending balance, Shares at Dec. 31, 2021 | 93,417,302 | ||||
Net loss for the period | (428,458) | (428,458) | |||
Ending balance, value at Dec. 31, 2022 | $ 158,346 | 6,012,095 | (8,159,580) | $ (1,989,140) | |
Ending balance, Shares at Dec. 31, 2022 | 93,417,302 | 93,417,302 | |||
Net loss for the period | (442,996) | $ (442,996) | |||
Ending balance, value at Mar. 31, 2023 | $ 158,346 | $ 6,012,095 | $ (8,602,576) | $ (2,432,136) | |
Ending balance, Shares at Mar. 31, 2023 | 93,417,302 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||||
Net Income/(Loss) | $ (442,996) | $ (143,425) | $ (428,458) | $ 94,115 |
Adjustment to reconcile net loss from operations: | ||||
Accounts receivable, net | (138,543) | (336,627) | 345,929 | (23,372) |
Prepaid insurance | (55,577) | 26,795 | (2,945) | (32,949) |
Depreciation | 8,334 | 11,094 | 42,927 | 52,273 |
Accounts payable | (6,475) | 311,438 | 343,172 | 33,742 |
Accrued Interest | 21,300 | 49,035 | ||
Accrued Payroll | 79,402 | 75,693 | ||
Payroll liability - Pension | (172,385) | (184,047) | (162,614) | 77,237 |
Net Cash (Used)/provided in Operating Activities | (786,341) | (314,771) | 223,521 | 224,466 |
Cash Flows Used from Investing Activities | ||||
Purchase of fixed assets | (6,043) | (24,552) | ||
Building improvements | 28,890 | (86,075) | ||
Equipment | (7,468) | |||
Loan principle payments | (18,399) | (220,436) | (180,298) | (227,097) |
Net Cash Used by Investing Activities | 3,023 | (306,511) | (266,606) | 27,721 |
Cash Provided from Financing Activities | ||||
Net adjustments, Equity | (12,137) | |||
Net Cash Provided by Financing Activities | (12,137) | (859,063) | (1,178,835) | |
Net Increase (Decrease) in Cash | (783,318) | (633,420) | (902,148) | (926,648) |
Cash at Beginning of Period | 1,227,654 | 2,129,801 | 2,129,801 | |
Cash at End of Period | 444,337 | 1,496,382 | 1,227,654 | 2,129,801 |
Supplemental Cash Flow Information: | ||||
Income Taxes Paid | 10,350 | 33,923 | ||
Interest Paid | 40,922 | 11,653 | 105,826 | $ 59,439 |
Supplemental disclosure of non-cash financing activities: | ||||
Operating leases - right of use asset | 302,695 | 302,695 | ||
Operating leases - lease liability | $ 294,387 | $ 294,387 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS AmeriGuard Security Services, Inc. (the Company), 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. The Company provides armed guard services as a federal contractor with licenses in 5 states and provides commercial guard services in California. On July 7, 2021, the Company, 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, the Company executed the reverse merger agreement and became the subsidiary of AGSS. 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. The Company’s accounting year end is December 31. Basis of Presentation These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles. 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 four Federal contracts as described in Note 9 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 wining 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. | ORGANIZATION AND DESCRIPTION OF BUSINESS AmeriGuard Security Services, Inc. (the Company), was incorporated on November 14, 2002, with an S-Corp tax election. The corporation was incorporated with the issuance of 1,000 550 450 On July 7, 2021, the Company, 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 On December 9, 2022, the Company executed the reverse merger agreement and became the subsidiary of AGSS. 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. The Company’s accounting year end is December 31. Basis of Presentation These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles. 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 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 wining 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, accelerating inflation, and overall business environment issues we cannot foresee. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates In preparing financial statements in conformity with 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 March 31, 2023, and December 31, 2022, the Company had cash and cash equivalents totaling $ 444,879 and $ 1,227,654 respectively. 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 ninety 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 March 31, 2023, and December 31, 2022, 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 5 years, with Leasehold improvements useful life is 10 Years. 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. 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 on March 31, 2023, or 2022 since it does no 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 non-performance. 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 March 31, 2023 and December 31, 2022, due to the short-term nature of these instruments. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates In preparing financial statements in conformity with 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 December 31, 2022, and December 31, 2021, the Company had cash and cash equivalents totaling $ 1,227,654 2,129,801 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 ninety 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 December 31, 2022, and 2021, 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 5 10 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 Statement of Cash Flows reflects the implementation of this guideline in two ways. Both as transactions that affected cash flow and non-cash financing activities. The change in the operating lease liability of ($79,358) is the difference of the total liability of our lease ($373,745) from the total liability balance of ($294,387) as of December 31,2022. The change in operating lease asset of $71,049 is the net of the total asset of the leases ($373,745) and the remaining asset balance of $302,695 as of December 31, 2022. 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 on December 31, 2022, or 2021 since it does no 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, 2021 and December 31, 2022, due to the short-term nature of these instruments. |
RELATED PARTY RECEIVABLE
RELATED PARTY RECEIVABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY RECEIVABLE | NOTE 3 – RELATED PARTY RECEIVABLE On July 7, 2021, the company has entered into an agreement to purchase 100% of the Preferred A-1 Stock of Health Revenue Assurance Holdings, Inc. a SEC registered company for $ 5000,000 . 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 the Company becoming a 100% owned subsidiary of AGSS. Prior to the merger, the Company funded the operational expenses of AGSS and treated these expenses as related party expenses. These expenses we eliminated when the two companies were consolidated for the financial statement presentation. The receivable balances on March 31, 2023, and December 31, 2022, were $ 57,971 . Related party receivables are eliminated upon consolidation. | NOTE 3 – RELATED PARTY RECEIVABLE On July 7, 2021, the company has entered into an agreement to purchase 100% of the Preferred A-1 Stock of Health Revenue Assurance Holdings, Inc. a SEC registered company for $ 5000,000 . 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 the Company becoming a 100% owned subsidiary of AGSS. Prior to the merger, the Company funded the operational expenses of AGSS and treated these expenses as related party expenses. These expenses we eliminated when the two companies were consolidated for the financial statement presentation. The receivable balances on December 31, 2022, and 2021 were $ 57,971 10,596 respectively. Balances adjusted to zero as a result of consolidation. |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fixed Assets | ||
FIXED ASSETS | NOTE 4 – FIXED ASSETS Fixed assets consist of the following on March 31, 2023, and December 31, 2022: Schedule of Fixed assets 2023 2022 Leasehold Improvements 195,241 224,132 Machinery and Equipment 285,551 278,551 Vehicles 110,742 110,274 Total Fixed Assets 591,534 612,957 Accumulated Depreciation (322,485 ) (314,151 ) Fixed Assets, Net $ 269,049 $ 298,806 | NOTE 4 – FIXED ASSETS Fixed assets consist of the following on December 31, 2022, and 2021: Schedule of Fixed assets 2021 2020 Leasehold Improvements 224,132 - Machinery and Equipment 278,551 246,974 Vehicles 110,274 131,775 Total Fixed Assets 612,957 378,749 Accumulated Depreciation (314,151 ) (245,947 ) Fixed Assets, Net $ 298,806 $ 132,802 |
PAYROLL LIABILITY _ PENSION
PAYROLL LIABILITY – PENSION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Payroll Liability Pension | ||
PAYROLL LIABILITY – PENSION | NOTE 5 – 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 March 31, 2023, and December 31, 2022, for all plans were $ 281,582 and $ 453,965 respectively. | NOTE 5 – 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 December 31, 2022, and 2021 for all plans was $ 453,965 616,579 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE In June 2020, AmeriGuard Security Services, Inc. received an SBA Loan through Fresno First Bank in the amount of $ 1,080,000 that was used to close out the Citibank loan in the amount of $ 312,339 with 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 March 31, 2023, and December 31, 2022, was 10.75 % and 9 % respectively. Balance remaining on the SBA loan was $ 804,387 and $ 785,988 as of March 31, 2023, and December 31, 2022, respectively. On July 7, 2022, the Company entered into a buyout agreement with a shareholder Lillian Flores. The total buyout amount was $ 3,384,950 representing 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 instalments 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 March 31, 2022, of $ 70,335 . 2,697,960 . The following schedule details the loans active as of March 31, 2023, and December 31, 2022: Schedule of the loan active 2023 2022 Current Portion: Notes and loans payable $ 719,563 $ 719,563 Total Current Portion 719,563 719,563 Long term Portion: Notes and loans payable 2,764,385 2,782,784 Total Long-term Portion 2,764,385 2,782,784 $ 3,483,948 $ 3,502,347 | NOTE 6 – NOTES PAYABLE In June 2020, AmeriGuard Security Services, Inc. received an SBA Loan through Fresno First Bank in the amount of $ 1,080,000 312,339 10 prime rate plus 2.75% 9 4.01 804,387 888,845 In January 2020, the Company entered into a financing agreement with Master Security Company for the purchase of vehicles, guns, and guard equipment for the National Institute of Health USEPA contract which began May 2020. The principal financed was $ 150,000 4 21 7,406 0 7,729 In December 2021, the Company entered into a financing agreement with Secure Transportation Inc. for the purchase of three used vehicles in the amount of $ 21,500 1,900 5 0 19,615 On July 7, 2022, the Company entered into a buyout agreement with a shareholder Lillian Flores. The total buyout amount was $ 3,384,950 representing 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 . The following schedule details the loans active as of December 31, 2022, and 2021: Schedule of the loan active 2022 2021 Current Portion: Notes and loans payable $ 719,563 $ 127,615 Total Current Portion 719,563 127,615 Long term Portion: Notes and loans payable 2,782,784 780,845 Total Long-term Portion 2,782,784 780,845 $ 3,502,347 $ 908,460 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY From December 31, 2022, to March 31,2023 the only impact to equity was the net loss for the period of $ 442,996 . | NOTE 7 – STOCKHOLDERS’ EQUITY On December 9, 2022, the Company 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 the Company. 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 1000 89,999,000 675,000 93,417,302 The next part of stockholder’s equity impacted was Additional Paid-in Capital. The impact was a reduction of Paid-in Capital of $ 579,000 his reduction was caused by an $89,999 impact of issuing new shares, a $10,000 impact form the cancelation of preferred shares and finally the $500,000 cost of the Company’s purchase of AGSS, formally Heath Revenue Assurance Holdings, Inc. There were two other transactions that impacted stockholders’ equity that occurred to the Company’s equity section relating to owner draws and the merger with a related company. As a part of the normal activity of the privately held Company, an S-Corp, shareholders were distributed funds accounted for as Owner Draws. The owner draw accounts were used primarily for taxes paid by the shareholders due to profits of the S-Corp being transferred to their personal returns along with some personal expenses and personal cash needs. For 2021, there was approximately $ 105,000 473,238 62,824 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES The company has a multiple vehicle lease agreement with Enterprise Leasing. As of March 31, 2023, the company had 19 vehicles under lease. The lease agreement includes maintenance services. The term of the lease agreement varies based on the date vehicle were 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 8 – COMMITMENTS AND CONTINGENCIES The company has a multiple vehicle lease agreement with Enterprise Leasing. As of December 31, 2022, the company had 19 vehicles under lease. The lease agreement includes maintenance services along physical damage insurance. The term of the lease agreement varies based on the date vehicle were leased and the respective terms for each vehicle. The master lease is updated annually and requires annual internal financial reports and company tax return. |
CONCENTRATION OF SALES
CONCENTRATION OF SALES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Concentration Of Sales | ||
CONCENTRATION OF SALES | NOTE 9 – CONCENTRATION OF SALES The company generated approximately $ 6,000,000 5,700,000 92 % was earned from four federal contracts operated by the company. The contracts and their respective terms are as follows: ● Social Security Administration, NSC - September 2022 through September 2027 ● Social security Administration, SSC - June 2022 through June 2027 ● Social Security Administration, WBDOC - June 2021 through July 2026 ● National Institute of Health- EPA - May 2020 through May 2023 | NOTE 9 – CONCENTRATION OF SALES The company generated approximately $ 24,600,000 22,100.000 92 ● Social Security Administration, NSC - September 2022 through September 2027 ● Social security Administration, SSC - June 2022 through June 2027 ● Social Security Administration, WBDOC - June 2021 through July 2026 ● National Institute of Health- EPA - May 2020 through March 2025 |
LITIGATION AND CLAIMS
LITIGATION AND CLAIMS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Litigation And Claims | ||
LITIGATION AND CLAIMS | NOTE 10 – LITIGATION AND CLAIMS As of December 31, 2022, there was one employment issue pending. The issue involves a terminated employee alleging discrimination and wrongful termination. A lawsuit has not been filed only a demand letter has been presented. Management has been working with the attorneys to find a reasonable settlement to this dispute without going to trial. After several months of discussion and negotiation it appears that the complaint will be settled for $ 23,000 . As of March 31, 2023, the final agreement was signed which pays out the $ 23,000 | NOTE 10 – LITIGATION AND CLAIMS As of December 31, 2022, there was one employment issue pending. The issue involves a terminated employee alleging discrimination and wrongful termination. A lawsuit has not been filed only a demand letter has been presented. Management has been working with the attorneys to find a reasonable settlement to this dispute without going to trial. After several months of discussion and negotiation it appears that the complaint will be settled for $ 23,000 Per Attorney letters received there are no other pending cases or legal matters. |
INCOME TAXE
INCOME TAXE | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXE | NOTE 11 – INCOME TAXE Prior to the merger the Company had elected, with the consent of its stockholders, to be treated as an S Corporation under the Internal Revenue Code. In lieu of corporate income taxes, the stockholders of an S Corporation are taxed on their proportionate share of the Company’s income. As a result of the merger on December 9, 2022, the S Corporation status ends, and the consolidated 2022 tax return will be filed as a standard corporation. However, due to the losses incurred during the tax year ending 2022, there will be no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On March 22, 2023, The Company was notified by the Contracting Officer of National Institute of Health-EPA our contract with them was not continuing and they were invoking the 45 days cancelation clause in the contract. As a result, the company will transition the closure of the contract on or about April 30, 2023. This will reduce on our annual revenue in the amount of approximately $ 5,122,000 4,650,000 On March 23, 2023, the board of directors approved the purchase of TransportUS, Inc. While the Company explored the purchase of TransportUS, Inc., owned by Lawrence Garcia, the board of directors has determined, following due diligence, that the financial statements of TransportUS, Inc. are not in a form that can be audited under US GAAP. We have therefore abandoned such undertaking for the foreseeable future. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates In preparing financial statements in conformity with 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. | Use of Estimates In preparing financial statements in conformity with 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 | 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 March 31, 2023, and December 31, 2022, the Company had cash and cash equivalents totaling $ 444,879 and $ 1,227,654 respectively. | 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 December 31, 2022, and December 31, 2021, the Company had cash and cash equivalents totaling $ 1,227,654 2,129,801 |
Accounts Receivable | 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 ninety 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 March 31, 2023, and December 31, 2022, an allowance for estimated uncollectible accounts was determined to be unnecessary. | 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 ninety 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 December 31, 2022, and 2021, an allowance for estimated uncollectible accounts was determined to be unnecessary. |
Property and Equipment | 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 5 years, with Leasehold improvements useful life is 10 Years. | 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 5 10 |
Operating Leases | 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. | 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 Statement of Cash Flows reflects the implementation of this guideline in two ways. Both as transactions that affected cash flow and non-cash financing activities. The change in the operating lease liability of ($79,358) is the difference of the total liability of our lease ($373,745) from the total liability balance of ($294,387) as of December 31,2022. The change in operating lease asset of $71,049 is the net of the total asset of the leases ($373,745) and the remaining asset balance of $302,695 as of December 31, 2022. |
Net Income/(Loss) per Share | 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. | 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 | 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 on March 31, 2023, or 2022 since it does no believe such returns will be material. | 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 on December 31, 2022, or 2021 since it does no |
Fair Value of Financial Instruments | 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 non-performance. 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 March 31, 2023 and December 31, 2022, due to the short-term nature of these instruments. | 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, 2021 and December 31, 2022, due to the short-term nature of these instruments. |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fixed Assets | ||
Schedule of Fixed assets | Schedule of Fixed assets 2023 2022 Leasehold Improvements 195,241 224,132 Machinery and Equipment 285,551 278,551 Vehicles 110,742 110,274 Total Fixed Assets 591,534 612,957 Accumulated Depreciation (322,485 ) (314,151 ) Fixed Assets, Net $ 269,049 $ 298,806 | Schedule of Fixed assets 2021 2020 Leasehold Improvements 224,132 - Machinery and Equipment 278,551 246,974 Vehicles 110,274 131,775 Total Fixed Assets 612,957 378,749 Accumulated Depreciation (314,151 ) (245,947 ) Fixed Assets, Net $ 298,806 $ 132,802 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of the loan active | Schedule of the loan active 2023 2022 Current Portion: Notes and loans payable $ 719,563 $ 719,563 Total Current Portion 719,563 719,563 Long term Portion: Notes and loans payable 2,764,385 2,782,784 Total Long-term Portion 2,764,385 2,782,784 $ 3,483,948 $ 3,502,347 | Schedule of the loan active 2022 2021 Current Portion: Notes and loans payable $ 719,563 $ 127,615 Total Current Portion 719,563 127,615 Long term Portion: Notes and loans payable 2,782,784 780,845 Total Long-term Portion 2,782,784 780,845 $ 3,502,347 $ 908,460 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares | Nov. 14, 2022 | Nov. 14, 2021 | Mar. 31, 2023 | Sep. 08, 2021 | Jul. 07, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Number of share issued | 1,000 | 1,000 | |||
Holder ownership | 90% | 90% | |||
Custodian Ventures [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Preferred A-1 Stock, Shares Authorized | 10,000,000 | ||||
Chief Executive Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Number of share issued | 550 | 550 | |||
Lillian Flores [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Number of share issued | 450 | 450 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Cash | $ 444,879 | $ 1,227,654 | $ 2,129,801 |
Reserve for returns | $ 0 | $ 0 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | 5 years | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 10 years | 10 years |
RELATED PARTY RECEIVABLE (Detai
RELATED PARTY RECEIVABLE (Details Narrative) - USD ($) | Jul. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | |||
Consideration paid Shares | $ 5,000,000 | ||
[custom:NotesReceivablerelatedParty-0] | $ 57,971 | $ 10,596 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 591,534 | $ 612,957 | $ 378,749 |
Accumulated Depreciation | (322,485) | (314,151) | (245,947) |
Fixed Assets, Net | 269,049 | 298,806 | 132,802 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | 195,241 | 224,132 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | 285,551 | 278,551 | 246,974 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 110,742 | $ 110,274 | $ 131,775 |
PAYROLL LIABILITY _ PENSION (De
PAYROLL LIABILITY – PENSION (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payroll Liability Pension | |||
Pension balances | $ 281,582 | $ 453,965 | $ 616,579 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Total Current Portion | $ 719,563 | $ 719,563 | $ 127,615 |
Total Long-term Portion | 2,764,385 | 2,782,784 | 780,845 |
Notes Payable | 3,483,948 | 3,502,347 | 908,460 |
Notes And Loans Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Total Current Portion | 719,563 | 719,563 | 127,615 |
Total Long-term Portion | $ 2,764,385 | $ 2,782,784 | $ 780,845 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jul. 07, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jan. 30, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Short-Term Debt [Line Items] | |||||||||
Notes Payable | $ 908,460 | $ 3,483,948 | $ 3,502,347 | $ 908,460 | |||||
Accrued Liabilities, Current | $ 70,335 | 49,035 | $ 70,335 | ||||||
Master Security Company [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | $ 150,000 | ||||||||
Term | 21 months | ||||||||
Interest rate | 4% | ||||||||
Periodic payment | $ 7,406 | ||||||||
Notes Payable | $ 7,729 | 0 | 7,729 | ||||||
Secure Transportation Inc [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Periodic payment | $ 1,900 | ||||||||
Notes Payable | 19,615 | $ 0 | $ 19,615 | ||||||
Lillian Flores [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | $ 3,384,950 | ||||||||
Interest rate | 3.11% | 45% | |||||||
Notes Payable | $ 2,697,960 | ||||||||
[custom:InitialPayment] | $ 686,990 | ||||||||
SBA Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | $ 1,080,000 | ||||||||
Expenses held in reserve | $ 312,339 | ||||||||
Term | 10 years | ||||||||
Interest rate is variable | prime rate plus 2.75% | ||||||||
Interest rate | 10.75% | 9% | 4.01% | ||||||
Notes Payable | 888,845 | $ 804,387 | $ 888,845 | ||||||
Notes Payable | $ 804,387 | $ 785,988 | |||||||
Debt Instrument, Interest Rate Terms | prime rate plus 2.75% | ||||||||
Secure Transportation Inc [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | $ 21,500 | $ 21,500 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Nov. 14, 2022 | Nov. 14, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of shares issued | 1,000 | 1,000 | |||||
Shares Outstanding | 93,417,302 | ||||||
Reduction of Paid-in Capital | $ 579,000 | ||||||
Equity description | his reduction was caused by an $89,999 impact of issuing new shares, a $10,000 impact form the cancelation of preferred shares and finally the $500,000 cost of the Company’s purchase of AGSS, formally Heath Revenue Assurance Holdings, Inc. | ||||||
Related party receivables | $ 105,000 | ||||||
Owner draws (pre-merger) | $ 473,238 | 62,824 | |||||
Net Income (Loss) Attributable to Parent | $ 442,996 | $ 143,425 | $ 428,458 | $ (94,115) | |||
Ameriguard Security Services [Member] | |||||||
Number of shares issued | 90,000,000 | ||||||
Number of shares exchanged | 1,000 | ||||||
Increase in common shares outstanding | 89,999,000 | ||||||
Conversion of shares | 675,000 |
CONCENTRATION OF SALES (Details
CONCENTRATION OF SALES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | $ 6,101,100 | $ 5,775,718 | $ 24,947,401 | $ 22,442,513 |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Guard Service [Member] | ||||
Concentration Risk, Percentage | 92% | 92% | 92% | |
Guard Service [Member] | ||||
Revenues | $ 6,000,000 | $ 5,700,000 | $ 24,600,000 | $ 22,100 |
LITIGATION AND CLAIMS (Details
LITIGATION AND CLAIMS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Litigation And Claims | ||
Litigation settlement amount | $ 23,000 | $ 23,000 |
INCOME TAXE (Details Narrative)
INCOME TAXE (Details Narrative) | Dec. 31, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Tax liability | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Mar. 23, 2023 USD ($) | |
Subsequent Event [Line Items] | |
Annual revenue reduced | $ 5,122,000 |
Reduction in direct expenses | $ 4,650,000 |
Subsequent Event, Description | the board of directors approved the purchase of TransportUS, Inc. While the Company explored the purchase of TransportUS, Inc., owned by Lawrence Garcia, the board of directors has determined, following due diligence, that the financial statements of TransportUS, Inc. are not in a form that can be audited under US GAAP. We have therefore abandoned such undertaking for the foreseeable future. |