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.
Lawrence Garcia
FirstName
AmeriguardLastNameLawrence Garcia
Security Services, Inc.
Comapany
August NameAmeriguard Security Services, Inc.
7, 2023
August
Page 2 7, 2023 Page 2
FirstName LastName
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
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 L pez Molina at
202-551-3792 with any
other questions.
Sincerely,
FirstName LastNameLawrence Garcia
Division of
Corporation Finance
Comapany NameAmeriguard Security Services, Inc.
Office of Trade &
Services
August 7, 2023 Page 3
cc: Matthew McMurdo, Esq.
FirstName LastName