AmeriGuard Security Services, Inc. (AmeriGuard) entered into a definitive share exchange agreement to acquire Ameriguard Security Services, Inc. (OTCPK:AGSS) for approximately $110 million in a reverse merger transaction on December 9, 2022. Under the Merger Agreement, One Hundred Percent (100%) of the ownership interest of AmeriGuard was exchanged for an aggregate of 90,000,000 shares of common stock of AGSS issued to the Majority Shareholders and the Minority Shareholders of AmeriGuard. The Merger is accounted for as a reverse merger and recapitalization and AmeriGuard is deemed to be the acquirer in the reverse merger for accounting purposes.

Lawrence Garcia is the owner of 573 AmeriGuard shares out of 640 shares outstanding. Lawrence Garcia and other minority shareholders were issued an aggregate of 80,578,125 and 9,421,875 respectively of AGSS common shares, representing 86.26% and 10.09% of the outstanding Common Stock of AGSS. After the issuance of the common shares, the existing 3,417,302 common shares represent 3.66% of the outstanding common stock of AGSS.

Combined entity business operations will now focus on the business of AmeriGuard and its management will be the management of AGSS. Transaction is subject to customary closing conditions. VStock Transfer, LLC is the transfer agent for AGSS.

McMurdo Law Group, LLC acted as legal advisor to AGSS.