Ameriguard Security Servics (AGSS) Risk Analysis
Risk Overview Q4, 2021
Source: the company's latest filing for the period ended Dec 31, 2021, filed Mar 31, 2022
Risk Change Over Time
No filing history is available.
- Share Price & Shareholder Rights - Risk 1It is unlikely that our shareholders will have any opportunity to evaluate or approve a business combination.
It is unlikely that our shareholders will have the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such a transaction. Further, Mr. Garcia, our Chief Executive Officer and sole director, is the holder of over 90% of the voting rights of the Company on a fully-diluted basis. Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of directors ("Board") and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination. To develop and implement our business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company's direction` and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the Company's future business and prospects. The selection of any such persons will be made by our Board, and any expenses incurred or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.
- Corporate Activity and Growth - Risk 2If we are not successful in consummating a business combination with Ameriguard Security Services, Inc., California corporation and generating material revenues, investors will likely lose their investment. If we cannot manage our growth effectively, we may lose profitability.
If we do consummate a business combination with Ameriguard Security Services, Inc., California corporation, we will likely need to expand our management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary additional support required of a public operating company. We cannot assure you that our management will be able to manage our growth effectively or successfully. Our failure to meet these challenges could cause us to lose money, and your investment could be lost.
Risk Highlights Q4, 2021
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 15
- Share Price & Shareholder Rights - Risk 1Future issuance of our Common Stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing.
We may issue additional shares of our Common Stock in the future. The issuance of a substantial amount of our Common Stock could substantially dilute the interests of our shareholders. In addition, the sale of a substantial amount of Common Stock in the public market, either in the initial issuance or in a subsequent resale by the target company in a business combination which received our Common Stock as consideration or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of our Common Stock.
- Share Price & Shareholder Rights - Risk 2The market price of our Common Stock may decline if a substantial number of shares of our Common Stock are sold at once or in large blocks.
Presently the market for our Common Stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our Common Stock which may depress the market price. Any sale of a substantial number of these shares in the public market, or the perception that such a sale could occur, could cause the market price of our Common Stock to decline, which could reduce the value of the shares held by our other shareholders.
- Share Price & Shareholder Rights - Risk 3Because trading in our Common Stock is so limited, investors who purchase our Common Stock may depress the market if they sell Common Stock.
Our Common Stock trades on the OTC Pink Market, the successor to the pink sheets. The OTC Pink Market generally is illiquid and most stocks traded there are of companies that are not required to file reports with the SEC under the Exchange Act. Our Common Stock itself infrequently trades.
- Share Price & Shareholder Rights - Risk 4Due to factors beyond our control, our stock price may be volatile.
There is currently a limited market for our Common Stock, and there can be no guarantee that an active market for our Common Stock will develop, even if we are successful in consummating a business combination. Recently, the price of our Common Stock has been volatile for no reason. Further, even if an active market for our Common Stock develops, it will likely be subject to by significant price volatility when compared to more seasoned issuers. We expect that the price of our Common Stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the price of our Common Stock can be based on various factors in addition to those otherwise described in this Report, including: - General speculative fever;- A prospective business combination and the terms and conditions thereof;- The operating performance of any business we acquire, including any failure to achieve material revenues therefrom;- The performance of our competitors in the marketplace, both pre- and post-combination;- The public's reaction to our press releases, SEC filings, website content and other public announcements and information;- Changes in earnings estimates of any business that we acquire or recommendations by any research analysts who may follow us or other companies in the industry of a business that we acquire;- Variations in general economic conditions, including as may be caused by uncontrollable events such as the coronavirus pandemic and the resulting decline in the economy;- The public disclosure of the terms of any financing we disclose in the future;- The number of shares of our Common Stock that are publicly traded in the future;- Actions of our existing shareholders, including sales of Common Stock by our then directors and then executive officers or by significant investors; and - The employment or termination of key personnel. Many of these factors are beyond our control and may decrease the market price of our Common Stock, regardless of whether we can consummate a business combination and of our current or subsequent operating performance and financial condition. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management's time and attention, which would otherwise be used to benefit our business.
- Share Price & Shareholder Rights - Risk 5Conflicts of interest may arise between us and our shareholders, directors, or management, which may have a negative impact on our ability to consummate a business combination or favorable terms or generate revenue.
Our CEO, Mr. Garcia, does not have to commit his full time to our affairs, which may result in a conflict of interest in allocating his time between managing the Company and Ameriguard Security Services, Inc., California corporation. We do not intend to have any employees prior to the consummation of any business combination. Mr. Garcia does not have to contribute any specific number of hours to our affairs. If any of his other business affairs, primarily as CEO of Ameriguard Security Services, Inc., California corporation require him to devote substantial amounts of time to such matters, it could materially limit his ability to devote his time and attention to our business which could have a negative impact on our ability to consummate a business combination or generate revenue. If we consummate a business combination with Ameriguard Security Services, Inc., California corporation a combination may be on terms other than what would be arrived at in an arms-length transaction due to Mr. Garcia being the CEO of both Ameriguard Security Services, Inc., California corporation and the Company.
- Share Price & Shareholder Rights - Risk 6ChangedIt is unlikely that our shareholders will have any opportunity to evaluate or approve a business combination.
It is unlikely that our shareholders will have the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such a transaction. Further, Mr. Garcia, our Chief Executive Officer and sole director, is the holder of over 90% of the voting rights of the Company on a fully-diluted basis. Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of directors ("Board") and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination. To develop and implement our business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company's direction` and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the Company's future business and prospects. The selection of any such persons will be made by our Board, and any expenses incurred or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.
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