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At the end of the day, APSI is a holding company. The management of Tradition isn't changing or becoming managers in the holding company. Carnes mentioned other projects multiple times on Twitter throughout 2022, including that Sandbox Metaverse land he purchased and gave back to himself in the 8-K as Tradition has no involvement in the Metaverse. Now that the Tradition acquisition is complete, Carnes handed the CEO position over to Moore who is a much better fit to lead a logistics-based holding company. Carnes is likely staying on as president to help facilitate other acquisitions in the future.
My guess is APSI has become a logistics-themed holding company looking to acquire other transportation companies or assets that help Tradition and/or future subsidiaries grow rapidly.
A brief explanation of what is currently happening -
GTSM and CFGN are holding the highest bids and lowest asks on level 2. They are likely shorting small amounts on the ask and immediately covering on the bid to capture the spread and hold the price in this range. In order to return to $0.40s and above, there must be a surge in buying pressure (ask slapping or out-bidding) paired with a lack of selling into their bids. Force GTSM and CFGN to cover their short positions on the ask - it's the only way price will begin to move higher.
It would make sense from a technical standpoint. The $0.315 gap filled, price bounced off the 200 day SMA, the daily candle appears to be forming a hammer-type candle, and accumulation is currently curling back up. Time will tell, but either way this extended sell-off was an absolute gift.
I don't know or care why the stock price has decreased since the 8-K. What I do know and care about is APSI being arguably the best long-term investment opportunity currently available in the OTC, particularly at recent prices.
You do know that nothing is going to happen to non-PQE shells that keep current filings like GMZP, right? The March 28, 2023 SEC deadline just strips PQE shells of their PQE status. Shells aren't going to the expert market unless they miss filings, even after the deadline.
Textbook bull flag breakout currently underway with accumulation at all-time highs and a 50/200 MA golden cross imminent.
https://twitter.com/cmacktrades/status/1608548871663423490
What's next for $AGSS now that the merger is complete?
- OTCM "Shell Risk" badge removal
- PR campaign starting any time
- Additional government contracts any time
- Acquisitions beginning in Q1 2023
- Nasdaq uplist after reaching $4/share
- Potential retirement of shares
They simply don't need to. In the 8-K, they laid out the path they will take through 2023 in order to naturally achieve or exceed the target $4/share price. It already hit $3.20 post 8-K without the coming acquisition(s), increasing revenue, "steps to increase awareness of the merger," etc.
I think it is highly likely that Lawrence Garcia will retire or cancel some of his restricted shares in the coming months to help bring us closer to the $4/share Nasdaq listing requirement as well. He already retired the preferred share control block which could have converted into 720m common shares.
Nothing has changed here besides the price per share. Every reason you had to like GDVM at $0.11/share is still valid down here under $0.04/share. This is simply a better buying opportunity - either take advantage or hold on tight for the updates coming by EOY.
Things to consider while waiting for the 8-K:
1. Why would Lawrence Garcia pay to change the name and ticker of the shell before finalizing the merger if he thought there was even the slightest chance that the merger would not go through? He wouldn't. It's simply a matter of when, not if, in my opinion.
2. $AGSS is as clean a shell as they come. No debt, SEC reporting, recently completed a name and symbol change with FINRA, and completed a reverse split prior to the merger in order to make the $4/share Nasdaq uplist requirement attainable. These elements alone justify the shell's current market cap or higher, even if we didn't know the merger target yet.
3. The control block was issued directly to Garcia as preferred shares. Not only does that make Garcia the single largest stakeholder and beneficiary of $AGSS's future success, his shares never have to be added to the float unlike a restricted common share control block eventually would as well. This capital structure is favorable for us as common shareholders.
These are just 3 of the reasons why $AGSS is one of my favorite opportunities currently available in the OTC market. The best part is these points don't even factor in any of my due diligence on the merger target (https://investorshub.advfn.com/boards/read_msg.aspx?message_id=170477171).
$AGSS Updated DD (as of 11/17/2022)
1. BACKGROUND
- $AGSS (formerly $HRAA/$HRAAD) is a custodial shell that was obtained by David Lazar (CEO of both Custodian Ventures and Activist Investing) in July 2020
- The shell company was sold to Lawrence Garcia (CEO of Ameriguard Security Services Inc.) in September 2021 for $450,000
- By April 2022, the company’s name and ticker were changed to Ameriguard Security Services Inc. and $AGSS respectively
- Since purchasing $AGSS, Garcia has paid $49,120 in order to keep the shell’s filings current with the SEC during the merger process
- The merger process is currently in its final stages and is expected to close any time
2. MERGER TARGET
- Ameriguard Security Services Inc. is the parent company merging into $AGSS which provides residential, commercial, and government security services
- Ameriguard also has multiple subsidiaries including Ameriguard Security Systems (sells, installs, and monitors security systems for residential and commercial areas), The Training Point (professional advanced security training classes), TransportUS (non-emergency medical transportation), and Air Vision Industries (drone security systems)
- Ameriguard’s board of directors include General Russel Honoré (led the Capitol security review for the January 6, 2021 attack and Joint Task Force Katrina in 2005) and Douglas Anderson (CEO of Wall Street Capital Partners and has helped numerous companies with corporate actions, Nasdaq uplistings, and capital raises)
- Ameriguard has an estimated value of $100+ million based on its projected $25 million in annual revenue solely from government contracts, 15% compounded annual growth rate of government contract revenue since 2016, and $308 million in total revenue from government contracts (these numbers do NOT include private and commercial revenue streams!)
3. SHELL INFORMATION, VALUATION, AND SHARE STRUCTURE
- Share price: $1.46
- Market cap: $4.00 million
- Outstanding shares: 2.74 million
- Float: 2.05 million
- No debt
- Carries a $10 million net operating loss (for a future tax write-off)
- SEC reporter
4. UPCOMING CATALYSTS
- Form 8-K finalizing the Ameriguard Security Services Inc. merger into the $AGSS shell
- OTC Markets shell badge removal
- Uplist from OTC Markets to the Nasdaq exchange
- Company updates, financials, additional government contracts, etc.
5. LINKS
- OTC Markets page: https://www.otcmarkets.com/stock/AGSS/security
- Most recent Form 10-Q: https://www.otcmarkets.com/filing/html?id=16193105&guid=Pt_-kFtjc_G9dth
- Most recent company update regarding the opening of a new office in Rockefeller Center: https://thebusinessjournal.com/fresno-based-ameriguard-takes-a-bite-of-the-big-apple/
- Ameriguard Security Services website (parent company): https://ameriguardsecurity.com/
- Ameriguard Security Systems website (subsidiary): https://ameriguardsecuritysystems.com/
- The Training Point website (subsidiary): https://thetrainingpoint.us/
- TransportUS (subsidiary): http://transportus.us/
- Ameriguard Security Services YouTube interview:
Looks like Mills partnered with Currier to help facilitate the merger, and SSM no longer has any affiliation with TNBI.
Compare TNBI to Currier's flagship shell KATX - TNBI has a ~$500k market cap currently while KATX sits at a ~$4 million market cap. Worth noting that KATX is an SEC reporter while TNBI is not.
In any event, TNBI still seems incredibly undervalued here and this update proves that things still appear to be in the works and moving toward a merger.
I expect we'll have an official update any time between now and March. Not only is Ameriguard paying quarterly to keep the filings current with the SEC, but many OTC shells will begin to get delisted in March after the 2021 rule changes as well.
AGSS could be even larger than we realized.
I found more on TransportUS after that article from 10/27 was shared earlier: http://transportus.us/
In the bottom left of the website's footer, it states "Operated by AmeriGuard Systems Inc." Looks like a new non-emergency medical transportation subsidiary for AGSS. In addition, the business has been licensed in Fresno since 2019: https://opengovus.com/fresno-business/439814 (Not sure why the expire date has passed while still being in licensed status - appears this way on all of AGSS's pages such as https://opengovus.com/fresno-business/89632)
I also found an old interview Lawrence Garcia did in 2015 for the same journal that published the article on 10/27: https://thebusinessjournal.com/lawrence-d-garcia/
Garcia broke down AGSS's subsidiaries in that 2015 interview, including a drone security system subsidiary called Air Vision Industries. It appears that subsidiary may have failed because AGSS has not mentioned drone security since 2015 and it has no website I can find. However, the business is still licensed in Fresno and still has the same address as AGSS: https://opengovus.com/fresno-business/426528
Taking this new information into account, it appears that Ameriguard Security Services Inc. is the parent company of multiple subsidiaries all registered in the same location. Here's the breakdown:
- Ameriguard Security Services: parent company merging into the AGSS shell, provides residential/commercial/government security services, https://ameriguardsecurity.com/
- Ameriguard Security Systems: subsidiary, sells/installs/monitors security systems for residential and commercial areas, https://ameriguardsecuritysystems.com/
- The Training Point: subsidiary, professional advanced security training classes, https://thetrainingpoint.us/
- TransportUS: subsidiary, non-emergency medical transportation, http://transportus.us/
- (Maybe) Air Vision Industries: subsidiary, drone security systems
Also worth mentioning that these subsidiaries are Garcia's companies. This list does not include any outside acquisitions that AGSS mentioned in the YouTube interview from March:
Correct. Because an 8-K regarding the merger has not been released yet, I expect to see the same wording in the Plan of Operation section from previous 10-Qs in the upcoming 10-Q:
Lol. They can keep selling. I'll keep buying down here.
If you don't have the patience to play shells, why buy them in the first place?
People didn't want to sell at $3 per share, but they love to sell under $1.50. Make it make sense.
Absolutely nothing has changed except the price per share. More for me, I guess.
I don't expect to hear from Ameriguard until they either do another public interview or file the 8-K to finalize the merger. They have only communicated to shareholders in formal ways so far - they don't do the typical OTC Twitter pumping or premature PR pumping.
Not necessarily a bad thing in my opinion, management is already behaving like a Nasdaq-listed company.
MDCE is not an SEC reporter, so they won't file an 8-K. The next update on the merger closing will be in a formal press release just like the previous one.
Long post here with some additional details and thoughts regarding the Ameriguard YouTube interview from March and potential delays in the merger being completed.
This link will take you to 4:30 into the interview when Douglas Anderson (board member, CEO of Wall Street Capital Partners) speaks:
Currently at over 16x average volume and over $325k in dollar volume today. I think the party is only just getting started here.
Ameriguard is 20 years old. It could take a significant amount of time to audit 20 years worth of data in preparation for the merger, for example.
In my opinion, no news is good news here. I don't think Ameriguard would pay $450,000 for the shell and $41,658 for filings and corporate actions so far just to abandon the merger now.
Updates would be great, but as long as AGSS maintains its current SEC status and continues to pay for filings, I don't see any reason to believe that things have changed.
Today marks one year since the change of control from Lazar to Lawrence Garcia/Ameriguard.
AGSS cannot divulge any information whatsoever until they have material update on whether the merger is complete or no longer happening. We won't hear a thing until then. That's the point of a quiet period.
It makes absolutely no sense for a private company to pay $450,000 for a public shell and an additional $41,658 for SEC filings and corporate actions such as a reverse split, name, and ticker change (identical to the merging company) if they do not intend to go through with the merger.
Lazar has had no involvement in AGSS since he sold the shell (HRAA at the time) to Ameriguard in September 2021. The OTC Markets page has been out of date for some time.
From the latest Form 10-Q:
"On September 8, 2021, the Company accepted the resignations from David Lazar as the Company’s Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and as a Member of the Board of Directors. Effective on the same date to fill the vacancies created by Mr. Lazar’s resignations, the Company appointed Lawrence Garcia as the Company’s President, CEO, CFO, Treasurer, Secretary, and Chairman of the Board of Directors. These resignations are in connection with the consummation of the private stock purchase agreement and was not the result of any disagreement with Company on any matter relating to Company’s operations, policies or practices."
If you are selling your shares because a basher keeps spamming the word "heartbreaking" on every board they come across, I don't know what to tell you.