AGSS.OTC.PinkAmeriguard Security Services, INC
8-K/A: Leadership Turmoil Escalates Amidst Boardroom Battle and Legal Filings
Sentiment:
Corporate Governance Update
A publicly traded security services company faces escalating internal conflict, marked by a series of leadership changes, board removals, and multiple lawsuits alleging breaches of fiduciary duty and fraud.
Worse than expectedMultiple lawsuits and counterclaims among the board and officers indicate severe internal dysfunction and a breakdown of corporate governance.Allegations of undisclosed criminal charges and business license suspension against the CEO raise serious concerns about corporate integrity, compliance, and the company's ability to fulfill its operational obligations, particularly with government contracts.Unauthorized payments and alleged fraudulent filings suggest a lack of financial control, transparency, and potential misuse of company funds.The termination of the CFO amidst the dispute further destabilizes management and raises questions about financial oversight.The reported decline in stock price directly reflects negative market perception of the ongoing issues and the uncertainty surrounding the company's future.
Summary
- On June 12, 2025, independent directors Douglas Anderson and Russel Honore removed Lawrence Garcia as CEO and appointed Anderson as interim CEO.
- On June 16, 2025, Lawrence Garcia, claiming majority shareholder rights (82.643% of issued and outstanding stock), removed Anderson and Honore as board members.
- On June 16, 2025, Garcia appointed Wilhelm Cashen and Terry Slatic as new board members and members of the Audit Committee.
- On June 16, 2025, the newly constituted board (Garcia, Cashen, Slatic) removed Anderson as interim CEO and reappointed Garcia as Chairman and CEO.
- On June 17, 2025, Garcia and the Company filed a complaint against Anderson and Honore seeking declaratory relief regarding the validity of Garcia's removal, Anderson/Honore's board status, and Garcia's CEO position, also seeking damages and injunctive relief.
- On June 18, 2025, lawyers purporting to represent the Company (at the Audit Committee's request) sent Garcia a cease and desist letter, demanding he stop unauthorized activities, including investigations into payments to Tesla Foundation and his December 16, 2024 arrest for carrying a firearm.
- On June 23, 2025, Anderson and Honore filed an Answer and Counterclaim against Garcia, Cashen, Slatic, and Michael Goossen (Controller), alleging Garcia's failure to disclose his arrest and North Carolina business license suspension, and unauthorized payment of over $30,000 to a third-party (Tesla Foundation/Wilhelm Cashen).
- The Counterclaim seeks damages for breach of fiduciary duty, conversion, and fraud, plus declaratory and injunctive relief.
- On June 26, 2025, Jason Bovell, the Chief Financial Officer, was terminated for failure to respond to company communications.
- On June 26, 2025, Anderson and Honore filed an Application for Temporary Restraining Order (TRO) and Motion for Preliminary Injunction against Garcia, Cashen, Slatic, and Goossen to prohibit board appointments/removals, Garcia's CEO reinstitution, false statements, and further company actions.
- On July 2, 2025, the Court denied Anderson and Honore's Application for Temporary Restraining Order but scheduled supplemental briefing and an evidentiary hearing for the preliminary injunction, noting Garcia's 82.643% stock ownership as of June 16, 2025, while Counterclaimants argued they have evidence to show Garcia holds less than two-thirds.
Sentiment
Score: 2
Explanation: The document details severe internal corporate governance issues, including a power struggle, multiple lawsuits, allegations of fraud, undisclosed criminal matters, and unauthorized financial transactions. These factors create extreme uncertainty and significant negative implications for the company's stability, reputation, and financial health, leading to a reported decline in stock price.
Positives
- The Court denied the Application for Temporary Restraining Order filed by Douglas Anderson and Russel Honore against Lawrence Garcia and his appointed board members, allowing Garcia's current leadership status to continue for now.
Negatives
- The company is embroiled in a significant internal corporate governance dispute involving multiple lawsuits and counterclaims among board members and officers.
- Allegations include the CEO, Lawrence Garcia, failing to disclose a December 16, 2024 arrest for carrying a firearm at an airport TSA checkpoint.
- Lawrence Garcia is also accused of failing to disclose the suspension of a security guard and patrol business license in North Carolina on May 19, 2025, which is material to the company's operations.
- Unauthorized payments exceeding $30,000 (and later stated as over $32,000) were allegedly made to the Tesla Foundation and/or Wilhelm Cashen without required Compensation Committee approval.
- The Chief Financial Officer, Jason Bovell, was terminated on June 26, 2025, due to failure to respond to communications, indicating further management instability.
- Allegations of fraudulent filings with the Nevada Secretary of State and false press releases regarding board changes have been made.
- Claims exist that Michael Goossen, the Controller/Senior Financial Accountant, deleted hundreds of relevant emails despite a formal document preservation demand.
- The company's stock price was reported at a mere $0.24 per share as of June 2025, indicating negative market sentiment.
Risks
- Ongoing litigation and associated legal costs pose a significant financial burden and distraction.
- Uncertainty in corporate leadership and governance could disrupt operations and strategic planning.
- Damage to the company's reputation and goodwill due to public disputes and allegations of misconduct.
- Potential loss of key contracts, especially with federal agencies, due to undisclosed license issues or integrity concerns.
- Continued negative impact on stock price and investor confidence.
- Risk of further unauthorized actions by various parties involved in the dispute.
- Potential for regulatory scrutiny from the SEC or other authorities due to alleged false filings and undisclosed material events.
Future Outlook
The internal corporate dispute is ongoing, with the court denying a temporary restraining order but scheduling further supplemental briefing and an evidentiary hearing for a preliminary injunction. The resolution of the company's leadership and governance structure remains uncertain, pending future legal proceedings.
Management Comments
- Lawrence Garcia objected to the improper action, including that the meeting was not properly called and noticed under the company's By-laws.
- Lawrence Garcia stated that payments to Tesla Foundation were consulting payments and mentioned that Mr. Wil Cashen of Tesla Foundation was his friend with some level of experience.
- Lawrence Garcia stated that he told Michael Goossen on two occasions to provide all access to Mr. Bovell and that on both occasions, Goossen had stated that he had done so.
- Michael Goossen, in his words, simply followed the instructions of the CEO (Lawrence Garcia).
Industry Context
The document highlights the critical importance of maintaining proper business licenses and corporate integrity for security service providers, especially those engaged in contracts with federal agencies like the Social Security Administration. The internal turmoil and allegations of misconduct could jeopardize the company's ability to secure and maintain such profitable government contracts, potentially impacting its competitive standing in the security services market. The company's qualification as a disabled veteran and minority-owned business, which relies on Lawrence Garcia's majority ownership, is also a key factor for certain federal contracting opportunities, and the leadership dispute could threaten this status.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Lawrence Garcia | Douglas Anderson (Interim) | June 12, 2025 | Removed by the Board of Directors (Audit Committee). |
| Board Member | Douglas Anderson | NA | June 16, 2025 | Removed by Lawrence Garcia, claiming majority shareholder rights. |
| Board Member | Russel Honore | NA | June 16, 2025 | Removed by Lawrence Garcia, claiming majority shareholder rights. |
| Board Member | NA | Wilhelm Cashen | June 16, 2025 | Appointed by Lawrence Garcia as the sole remaining director after removing others. |
| Board Member | NA | Terry Slatic | June 16, 2025 | Appointed by Lawrence Garcia as the sole remaining director after removing others. |
| Interim Chief Executive Officer | Douglas Anderson | NA | June 16, 2025 | Removed by the newly constituted Board (Lawrence Garcia, Wilhelm Cashen, Terry Slatic). |
| Chairman of the Board and Chief Executive Officer | NA | Lawrence Garcia | June 16, 2025 | Appointed by the newly constituted Board (Lawrence Garcia, Wilhelm Cashen, Terry Slatic). |
| Audit Committee Member | Douglas Anderson | NA | June 16, 2025 | Removed from the Board of Directors. |
| Audit Committee Member | Russel Honore | NA | June 16, 2025 | Removed from the Board of Directors. |
| Audit Committee Member | NA | Wilhelm Cashen | June 16, 2025 | Appointed by the Board (Lawrence Garcia, Terry Slatic, Wilhelm Cashen). |
| Audit Committee Member | NA | Terry Slatic | June 16, 2025 | Appointed by the Board (Lawrence Garcia, Terry Slatic, Wilhelm Cashen). |
| Senior Controller | Michael Goossen | NA | May 31, 2025 | Role changed by the Compensation Committee due to his role in authorizing and facilitating improper payments. |
| Senior Financial Accountant | NA | Michael Goossen | May 31, 2025 | Appointed by the Compensation Committee with limited responsibilities due to his role in unauthorized payments. |
| Chief Financial Officer | Jason Bovell | NA | June 26, 2025 | Terminated for failure to respond to communications by the Company since June 18, 2025. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Size | The Board of Directors fixed its size to three members on June 14, 2023. Lawrence Garcia's subsequent attempt on June 12, 2025, to unilaterally increase the board to five members by appointing Wilhelm Cashen and Terry Slatic is a central point of dispute and alleged violation of bylaws. | June 14, 2023 | The dispute over board size and composition creates significant instability and legal uncertainty regarding the legitimate leadership of the company. |
| Committee Structure | The Board unanimously agreed to the creation of a Compensation Committee and Audit Committee on June 14, 2023, with Douglas Anderson and Russel Honore appointed to both. | June 14, 2023 | The establishment of these committees aimed to strengthen oversight, but their authority and composition became central to the ongoing leadership dispute. |
| Policy/Procedure | In December 2023, the Compensation Committee resolved that any consultant or service provider must be approved by the Compensation Committee only after independent due diligence by the CFO/Compliance Officer. | December 2023 | This policy was allegedly violated by Lawrence Garcia and Michael Goossen regarding payments to the Tesla Foundation, leading to allegations of unauthorized transactions and breach of fiduciary duty. |
| Policy/Procedure | On May 29, 2025, the Board of Directors Audit Committee resolved that all bank accounts for the company and its subsidiaries be consolidated at JPMorgan Chase Bank strictly by the CFO to strengthen financial controls. | May 29, 2025 | This resolution indicates concerns about financial control and transparency, and Michael Goossen was directed to turn over control of all accounts, which he allegedly has not complied with. |
Legal Proceedings
- Complaint filed by AmeriGuard Security Services, Inc. and Lawrence Garcia against Douglas Anderson and Russel Honore on June 17, 2025, in District Court, Clark County, Nevada (Case No. A-25-921392-B). The complaint seeks declaratory relief to validate Garcia's actions (his removal as CEO being invalid, Anderson/Honore no longer board members, Garcia, Slatic, and Cashen comprising the board, and Garcia being CEO) and seeks damages and injunctive relief for alleged violations of company bylaws.
- Cease and Desist demand letter sent on June 18, 2025, by lawyers purporting to represent the Company (at the Audit Committee's request) to Lawrence Garcia, demanding he cease unauthorized activities, including efforts to thwart investigations into potential financial improprieties (payments to Tesla Foundation) and his failure to disclose material facts (December 16, 2024 arrest).
- Answer and Counterclaim filed by Douglas Anderson and Russel Honore (on their own behalf and purportedly on behalf of the Company) against Lawrence Garcia, Wilhelm Cashen, Terry Slatic, and Michael Goossen on June 23, 2025. The Counterclaim alleges, among other things, Garcia's failure to disclose his airport firearm arrest and North Carolina business license suspension, and unauthorized payments of over $30,000 to a third-party. It seeks damages for breaches of fiduciary duty, conversion, and fraud, as well as declaratory and injunctive relief to invalidate Garcia's post-termination actions, fund transfers, and board appointments/removals.
- Application for Temporary Restraining Order and Motion for Preliminary Injunction filed by Douglas Anderson and Russel Honore (on their own behalf and purportedly on behalf of the Company) against Lawrence Garcia, Wilhelm Cashen, Terry Slatic, and Michael Goossen on June 26, 2025. This application sought to prohibit the appointment of Cashen and Slatic to the Board, the removal of Anderson and Honore from the Board, the reinstitution of Garcia as CEO, the making of false statements, and any further actions on behalf of the Company by Garcia, Cashen, and Slatic, and to compel document preservation.
- Opposition to Counterclaimants' Application for Temporary Restraining Order and Motion for Preliminary Injunction filed by Lawrence Garcia on July 1, 2025.
- Court Order on July 2, 2025, denying Douglas Anderson's and Russel Honore's Application for Temporary Restraining Order but scheduling supplemental briefing (due July 11, 2025, and July 23, 2025) and an evidentiary hearing (set for July 29, 2025) on the Motion for Preliminary Injunction.
Related Party Transactions
- Payments of at least $30,000 (later stated as over $32,000) were made to the Tesla Foundation, of which Wilhelm Cashen (a new board member appointed by Lawrence Garcia) is the founder and president. These payments were allegedly made without the required approval of the Compensation Committee.
- Allegations that Lawrence Garcia authorized payments to one or more entities he entirely owns or controls without properly seeking approvals from the Compensation Committee.
- A cease and desist letter mentioned money transactions with 'AmeriGuard Security Systems, Inc., an entity 100% owned by Mr. Garcia'.
- The 2024 10-K (Note 3) mentions a related party receivable between TransportUS, Inc. and AmeriGuard Security Systems, Inc. (January 2019 May 2022), which the Board requested the CFO to investigate.
Stakeholder Impact
- Shareholders face significant uncertainty regarding the company's leadership and strategic direction, potentially leading to continued stock price volatility and erosion of shareholder value.
- Employees may experience instability and disruption due to the ongoing management changes, internal conflicts, and legal battles, impacting morale and operational efficiency.
- Customers, particularly federal agencies like the Social Security Administration, face risks related to service continuity and contract compliance due to leadership disputes, alleged license suspensions, and integrity concerns.
- Suppliers and creditors may face increased scrutiny or concerns regarding the company's financial stability and ability to meet obligations amidst the internal turmoil.
- Regulatory bodies may initiate investigations into alleged false filings, undisclosed material events, and corporate governance failures, potentially leading to fines or other penalties.
Next Steps
- Counterclaimants (Douglas Anderson and Russel Honore) are to file a supplemental brief in support of their Motion for Preliminary Injunction by July 11, 2025.
- Plaintiff and Counter-defendants (Lawrence Garcia and Michael Goossen) are to file a supplemental brief in opposition to the Motion for Preliminary Injunction by July 23, 2025.
- An evidentiary hearing on Counterclaimants' Motion for Preliminary Injunction is set for July 29, 2025, where all evidence, including witness lists and documentary exhibits, must be submitted with respective supplemental briefs.
Key Dates
| Date | Description |
|---|---|
| June 14, 2023 | Board of Directors fixed its size to three members and unanimously agreed to the creation of a Compensation Committee and Audit Committee. |
| December 2023 | Compensation Committee determined that any consultant or service provider must be approved prior to hiring. |
| December 16, 2024 | Lawrence Garcia was arrested at Fresno Yosemite International Airport for carrying a loaded firearm, resulting in criminal proceedings. |
| January 31, 2025 | First Board meeting of 2025; Lawrence Garcia did not disclose his December 2024 criminal proceeding. |
| February 2025 | Unauthorized payments to Tesla Foundation and/or Wilhelm Cashen began. |
| March 28, 2025 | Board meeting; Lawrence Garcia falsely confirmed no material events or actions that could affect the corporation. |
| May 8, 2025 | Board meeting; Lawrence Garcia falsely confirmed no material events or actions that could affect the corporation. |
| May 12, 2025 | Company's Annual Report for the fiscal year ended December 31, 2024, filed on Form 10-K. |
| May 16, 2025 | North Carolina Private Protective Services Board suspended Lawrence Garcia's security guard and patrol business license. |
| May 19, 2025 | Lawrence Garcia's security guard and patrol business license in North Carolina was suspended. |
| May 29, 2025 | Board of Directors Audit Committee resolved that all bank accounts for the company and its subsidiaries be consolidated at JPMorgan Chase Bank strictly by the CFO. |
| May 30, 2025 | Board meeting; Lawrence Garcia falsely confirmed no material events, and unauthorized payments to Tesla Foundation were identified. |
| May 31, 2025 | Compensation Committee agreed to cease further payments to Tesla Foundation/Wilhelm Cashen and changed Michael Goossen's role from Senior Controller to Senior Financial Accountant. |
| June 2, 2025 | Douglas Anderson and Russel Honore sent a letter to Michael Goossen directing cessation of payments to Tesla Foundation/Wilhelm Cashen and informing him of his new role. |
| June 5, 2025 | Douglas Anderson and Russel Honore sent Lawrence Garcia a letter requesting additional information regarding his criminal matter. |
| June 8, 2025 | Douglas Anderson and Russel Honore sent a second letter to Lawrence Garcia requesting information on his criminal matter. |
| June 10, 2025 | An Amended List was improperly filed with the Nevada Secretary of State by or at the direction of Lawrence Garcia. |
| June 12, 2025 | Douglas Anderson and Russel Honore removed Lawrence Garcia from the position of Chief Executive Officer and appointed Douglas Anderson as interim CEO. |
| June 12, 2025 | Lawrence Garcia sent a signed Written Action purporting to appoint Wilhelm Cashen and Terry Slatic to the Board. |
| June 12, 2025 | An Amended List was improperly filed with the Nevada Secretary of State by or at the direction of Lawrence Garcia, fraudulently stating Wilhelm Cashen and Terry Slatic were Board members. |
| June 13, 2025 | Lawrence Garcia delivered a valid Notice of a Special Meeting of the Board of Directors to Douglas Anderson and Russel Honore. |
| June 13, 2025 | Lawrence Garcia unlawfully signed a contract with the Social Security Administration Office in North Carolina. |
| June 14, 2025 | Lawrence Garcia's access to the company's Microsoft Teams account was disabled. |
| June 16, 2025 | Lawrence Garcia removed Douglas Anderson and Russel Honore as board members, citing his majority shareholder rights. |
| June 16, 2025 | Lawrence Garcia appointed Terry Slatic and Wilhelm Cashen to the Board and as members of the Audit Committee. |
| June 16, 2025 | The Board (Lawrence Garcia, Terry Slatic, Wilhelm Cashen) removed Douglas Anderson from the position of Interim Chief Executive Officer and appointed Lawrence Garcia as Chairman of the Board and Chief Executive Officer. |
| June 16, 2025 | VStock Transfer Certified Shareholder List identified Lawrence Garcia as the holder of 70,179,413 shares, or 82.643% of the issued and outstanding stock. |
| June 17, 2025 | The Company and Lawrence Garcia filed a Complaint in the District Court, Clark County, Case No. A-25-921392-B, against Douglas Anderson and Russel Honore. |
| June 18, 2025 | Lawyers purporting to represent the Company sent Lawrence Garcia a cease and desist demand letter. |
| June 18, 2025 | Cease-and-desist letters were sent to Wilhelm Cashen, Terry Slatic, and Michael Goossen. |
| June 20, 2025 | Lawrence Garcia, purportedly on behalf of the Company, attempted to remove Douglas Anderson and Russel Honore from their Board positions and authorized a press release announcing the changes. |
| June 20, 2025 | Wilhelm Cashen and Terry Slatic, purportedly in their roles as Board members, unlawfully attempted to remove Douglas Anderson as President & CEO and restore Lawrence Garcia as President & CEO. |
| June 23, 2025 | Douglas Anderson and Russel Honore filed an Answer and Counterclaim against Lawrence Garcia, Wilhelm Cashen, Terry Slatic, and Michael Goossen. |
| June 26, 2025 | The Company terminated Jason Bovell from the position of Chief Financial Officer. |
| June 26, 2025 | Douglas Anderson and Russel Honore filed an Application for Temporary Restraining Order and Motion for Preliminary Injunction against Lawrence Garcia, Wilhelm Cashen, Terry Slatic, and Michael Goossen. |
| July 1, 2025 | Lawrence Garcia filed an Opposition to Counterclaimants' Application for Temporary Restraining Order and Motion for Preliminary Injunction. |
| July 2, 2025 | The Court denied Douglas Anderson's and Russel Honore's Application for Temporary Restraining Order and Motion for Preliminary Injunction. |
| July 10, 2025 | The Form 8-K/A report was signed by Lawrence Garcia. |
| July 11, 2025 | Deadline for Counterclaimants to file a supplemental brief in support of their Motion for Preliminary Injunction. |
| July 23, 2025 | Deadline for Plaintiff and Counter-defendants Lawrence Garcia and Michael Goossen to file a supplemental brief in opposition to the Motion for Preliminary Injunction. |
| July 29, 2025 | Evidentiary hearing set on Counterclaimants' Motion for Preliminary Injunction. |
Recommendation
strong sellKeywords
Corporate governance, Board dispute, CEO removal, SEC filing, Litigation, Shareholder rights, Fiduciary duty, Fraud, Security services, Executive changes, Nevada corporation
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