Item 1.01 Entry into a Material Definitive Agreement





On, December 9, 2022, AmeriGuard Security Services, Inc. f/k/a Health Revenue
Assurance Holding, Inc. a Nevada corporation ("we", "AGSS" or the "Company"),
entered into a Definitive Share Exchange Agreement (the "Merger Agreement") with
AmeriGuard Security Services, Inc., a California corporation, ("AmeriGuard") and
Lawrence Garcia ("Garcia") the majority shareholder of AmeriGuard (the "Majority
Shareholder") and the minority shareholders of AmeriGuard ("Minority
Shareholders"). 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, in accordance with the Share Exchange Agreement (the
"Merger"). The former stockholders of AmeriGuard acquired a majority of the
issued and outstanding common stock as a result of the share exchange
transaction. The transaction has been accounted for as a recapitalization of the
Company, whereby AmeriGuard is the accounting acquirer.

Immediately after completion of such share exchange, the Company will hold a total of 640 issued and outstanding shares of AmeriGuard.

Item 2.01 Completion of Acquisition or Disposition of Assets





                  THE SHARE EXCHANGE AND RELATED TRANSACTIONS

The foregoing description of the Merger and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger, which is filed as Exhibit 2.1 hereto, each of which is incorporated herein by reference.



On December 9, 2022, AGSS entered into the Merger Agreement. AmeriGuard became a
wholly owned subsidiary of AGSS, and AGSS its only shareholder and will continue
in its existence with one owner, AGSS. Pursuant to the Share Exchange, (a) the
Majority Shareholder relinquished all of his 573 Amerigaurd common shares and
the Minority Shareholders relinquished all of their 67 AmeriGuard common shares,
constituting all issued and outstanding shares of AmeriGuard (the "AmeriGuard
Shares"), and 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 and (b) AmeriGuard returned the A-1 Preferred Stock of AGSS for
retirement. After the issuance of the common shares, the existing 3,417,302
common shares represent 3.66% of the outstanding common stock of AGSS.

Pursuant to the terms of a settlement agreement, by and among Garcia,
AmeriGuard, and Lillian Flores ("Flores"), dated July 7, 2022 (the "Settlement
Agreement"), AmeriGuard repurchased the 450 common shares of Flores for a total
consideration of $3,384,950 payable in five equal annual installments compounded
semi-annually at a three percent rate. The initial payment on July 8, 2022, of
$686,990 reduced the balance to $2,697,960. The second through fifth installment
are due on December 31, 2023 through December 31, 2026.

Prior to Merger, under the terms of a stock pledge agreement, by and among
Garcia, Flores and AmeriGuard, dated July 7, 2022, 360 AmeriGuard common shares
remained held in AmeriGuard treasury pledged to Flores. On Merger these pledged
shares were substituted with 50,625,000 AGSS common stock of the 80,578,125
issued to Lawrence Garcia. These pledged shares are redeemed and returned to
Garcia based on a stock redemption agreement, by and among Garcia, Flores and
AmeriGuard, dated July 7, 2022.

The purposes of the transactions described in this Current Report were to
complete a business combination by a stock for stock merger and complete a
recapitalization of the company with the result being that AmeriGuard became a
wholly owned subsidiary of AGSS. Our business operations will now focus on the
business of AmeriGuard and its management will be the management of AGSS.

There is no offering with this merger.

Effective immediately after the Share Exchange, the stock transfer books of AmeriGuard shall be closed.




                                       1




                            DESCRIPTION OF BUSINESS

Changes to the Business.

We intend to continue AmeriGuard's line of business. AmeriGuard principally
provides guard services to governmental, quasi-governmental and commercial
property management. Guard services generated $22 million in revenues for the
fiscal year ended December 31, 2021. Guard services include, providing armed and
unarmed uniformed security personnel for access control, mobile patrols, traffic
control, security console/system operators, fire safety directors,
communication, reception, concierge and front desk/doorman operations.

Corporation Information
. . .


Item 2.02 Results of Operation and Financial Condition





                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial
condition of AmeriGuard, for the nine months ending September 30, 2022 and
2021along with the fiscal years ended December 31, 2021 and 2020, should be read
in conjunction with the Selected Consolidated Financial Data, our financial
statements, and the notes to those financial statements that are included
elsewhere in this Current Report. Our discussion includes forward-looking
statements based upon current expectations that involve risks and uncertainties,
such as our plans, objectives, expectations and intentions. Actual results and
the timing of events could differ materially from those anticipated in these
forward-looking statements as a result of a number of factors, including those
set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking
Statements and Business sections in this Current Report. We use words such as
"anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect,"
"believe," "intend," "may," "will," "should," "could," and similar expressions
to identify forward-looking statements.

Overview


The following few pages contain summary Income Statement reports along with
descriptions of the key changes for the two years ending December 31, 2021 and
2020, audited, and the nine months ending September 30, 2022 and 2021,
unaudited. A review of those pages that include variance analysis and industry
information will give you a clear picture as to the performance of AmeriGuard
over these two and a half years.

In summary, 2020 was a profitable year financially despite COVID-19.As a company
with 92% of revenue from federal contracts that were considered "essential", we
continued to operate at full capacity. As you will see the Operational Net
Income for 2020 was 4.5% which is high for our industry. The year ending 2021
reflects a normal year except for the purchase of AGSS.

The reality of the guard industry and the Federal Contract market is that it
operates on very tight gross margins. For companies our size around $20 million
in annual sales, the bottom line fluctuates between 1.25% to 3%. However, the
administrative overhead required to manage this volume of federal contracts can
handle 2 to 3 times this number. Thus, as contracts revenue exceeds $20 million,
the bottom-line profits grow significantly. As you will learn in our discussion
about the strategic plan moving forward following merger with additional
government contract and with acquiring a couple of competitors our operational
net income % is expected to exceed the industry averages.

Nine months ended September 30, 2022 compared to the nine months ended September 30, 2021

The following table presents a summary of operating information for the nine months ended September 30, 2022, and 2021:



                                                         For the
                                                    Nine months ended              Increase /       Increase /
                                            September 30,       September 30,      (Decrease)       (Decrease)
                                                2022                2021                $               %
Total Revenue                              $    18,838,996     $    16,736,465     $ 2,102,531               13 %
. . .


Item 3.02 Unregistered Sales of Equity Securities





On December 9, 2022, AGSS entered into the Merger Agreement. Pursuant to the
Share Exchange, (a) the Majority Shareholder relinquished all of his 573
Amerigaurd common shares and the Minority Shareholders relinquished all of their
67 AmeriGuard common shares, constituting all issued and outstanding shares of
AmeriGuard (the "AmeriGuard Shares"), and 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 and (b) AmeriGuard returned the A-1
Preferred Stock of AGSS for retirement.


Item 5.01 Changes in Control of Registrant.


In connection with the closing of the Merger, and as described in Item 5.02 of
this Current Report, our sole officer and director resigned upon the closing of
the Merger, and the officers and directors of AmeriGuard became our officers and
directors.


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.



Set forth below is information regarding our directors and executive officers
following the closing of the Merger. Pursuant to the terms of the Merger, our
sole officer and director, Lawrence Garcia, was appointed as President and Chief
Executive Officer, was appointed as our Chief Operating Officer, Secretary and
Treasurer, Michael Goossen as our Chief Financial Officer. In addition, in
connection with the Merger, Douglas Anderson was appointed to serve as a
director on December 7, 2022

The following persons became our executive officers and directors upon
effectiveness of the Merger, and hold the positions set forth opposite their
respective names.

Name                         Age     Position
Lawrence Garcia              50      Chairman of the Board, President and Chief
                                     Executive Officer
                                     Chief Operating Officer, Chief Marketing
                                     Officer, Secretary, Treasurer and Director
Michael Goossen, CPA         60      Chief Financial Officer
Douglas Anderson*            60      Director


* Appointed December 7, 2022.

Lawrence Garcia is the CEO and President of AmeriGuard Security Service, Inc
incorporated in state of California in 2002. Lawrence is a disabled veteran of
the United States Navy and of Hispanic dissent. He has led the company from a
small local guard company to a national company currently managing five Federal
Government armed guard contracts with annual revenue of over $22 million. Mr.
Garcia has twice been named, "Businessman of the Year" in the State of
California.

Michael Goossen, CPA is the Chief Financial Officer of AmeriGuard Security
Services, Inc., a California Corporation. Michael has been a CPA since 1986, has
worked in multiple industries as a CFO and CEO. During the past 20 years he has
been providing small business consulting, offering CFO services and executive
leadership development. Michael began working with AmeriGuard as a CFO
consultant and business strategic services 3 years ago and became the full time
CFO for AmeriGuard in August 2022.

Douglas Anderson, Board Director. Mr. Anderson is the CEO of Wall Street Capital
Partners and has been involved in or exposed to most aspects of corporate
finance with over 20 years on Wall Street. Prior to his work in corporate
finance, he served in the U.S. Marine Corps, including the elite Marine
Reconnaissance Battalion. He held a Top-Secret clearance while serving
operationally in the U.S. State Department at American Embassies overseas, as
well as at the U.N. in New York, where he participated in Security Enhancement
programs. Mr. Anderson was formally trained on Wall Street as an Underwriter. He
has been interviewed and broadcast nationally and internationally, many times as
an expert both on NASDAQ and at the NYSE. Mr. Anderson earned his undergraduate
degree from the University of Washington and postgraduate graduate education
includes executive education from Harvard in Finance and Texas A&M in
Agriculture Science. Mr. Anderson has served as an Advisor, Director, public
company CEO and public company Board Director over his career.


                                       22




Related Party Transactions

On July 7, 2022 the AmeriGuard entered into a buyout agreement with its minority
shareholder Lillian Flores. The value of AmeriGuard to be used for the buyout
agreement was calculated using an independent evaluation service which
determined the December 31, 2020 value to be approximately $6,400,000. As a 45%
owner, Mrs. Flores' share was approximately $2,885,000. After negotiation of
some additional funds due Mrs. Flores, the final buyout amount was approximately
$3,385,000. A 5-year promissory note was executed (exhibit 10.1) and the note is
secured by a stock pledge (exhibit 10.2).

Director Independence

Lawrence Garcia, CEO and majority Shareholder is our only non-independent director.



Because our common stock is not currently listed on a national securities
exchange, we have used the definition of "independence" of The NASDAQ Stock
Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that
an "independent director" is a person other than an officer or employee of the
company or any other individual having a relationship which, in the opinion of
the company's board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. The
NASDAQ listing rules provide that a director cannot be considered independent
if:

? the director is, or at any time during the past three years was, an employee

of the Company;

? the director or a family member of the director accepted any compensation from

the Company in excess of $120,000 during any period of 12 consecutive months . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.



The Company amended and restated our bylaws. The updated bylaws are attached hereto as Exhibit 3.2.

Item 5.06 Change in Shell Company Status.





Following the consummation of the Merger described in Item 2.01 of this Current
Report on Form 8-K, we believe that we are no longer a shell corporation as that
term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange
Act.


Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired. In accordance with Item 9.01(a),

AmeriGuard Security Services, Inc. audited financial statements for the

period from December 31, 2021 and 2020 and reviewed financial statements for

the nine months ended September 30, 2022 is filed in this Current Report on

Form 8-K on F-2-18, respectively, as required by Regulation S-X Rule 3-05(b).

(b) Pro forma financial information.





In accordance with Item 9.01(b), unaudited pro forma condensed combined
financial statements as of September 30, 2022, adjusted to give the effect of
the acquisition of AmeriGuard, as if the acquisition had occurred at January 1,
2021, and the accompanying notes are included in this Report beginning on Page
F-19.

 (c) Exhibits.




                                       24



9.01(a) Financial Statements of Business Acquired

Financial Statements

Table of Contents


Audited Balance Sheets of AmeriGuard Security Services, Inc. as of December 31,
2021 and 2020, and the Related Audited Statements of Operations, Shareholders'
Equity, and Cash Flows for the years ended December 31, 2021 and 2020.

  Report of Independent Registered Public Accounting Firm                   

F-2

Financial Statements


  Balance Sheets as of December 31, 2021 and 2020                           

F-3

Statements of Operations for the Years Ended December 31, 2021 and

F-4

2020


  Statement of Shareholders' Deficit for the Two Years Ended                

F-5

December 31, 2021

Statements of Cash Flows for the Years Ended December 31, 2021 and

F-6

2020

Notes to the Financial Statements for the Years Ended December 31,


 F-7
2021 and 2020



Reviewed Balance Sheet of AmeriGuard Security Services, Inc. as of September 30,
2022, and the Related Audited Statements of Operations, Shareholders' Equity,
and Cash Flows for the nine months ended September 30, 2022.

Financial Statements


  Balance Sheets as of September 30, 2022                                      F-12
  Statements of Operations for the Nine Months Ending September 30, 2022       F-13
  Statement of Shareholders' Deficit of September 30, 2022                     F-14
  Statements of Cash Flows for the Nine Months Ending September 30, 2022       F-15
  Notes to the Financial Statements for the Nine Ended September 30, 2022      F-16




                                      F-1



Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of AmeriGuard Security Services, Inc.

Opinion on the Financial Statements



We have audited the accompanying balance sheets of AmeriGuard Security Services,
Inc. as of December 31, 2021 and 2020, the related statements of operations,
stockholders' equity (deficit), and cash flows for the years then ended, and the
related notes (collectively referred to as the "financial statements"). In our
opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2021 and 2020, and the
results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States.

Basis for Opinion



These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the Company's financial
statements based on our audit. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.



Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that
our audit provides a reasonable basis for our opinion.

/s/ BF Borgers CPA PC
BF Borgers CPA PC

We have served as the Company's auditor since 2021
Lakewood, CO
April 25, 2022


                                      F-2




                       AmeriGuard Security Services, Inc.
                                 BALANCE SHEETS

                                                                December 31,       December 31,
                                                                    2021               2020
Assets
Current Assets
Cash                                                           $    2,129,801     $    3,056,449
Accounts receivable, net (note 1)                                   2,215,198          2,191,826
Prepaid insurance                                                     107,883             74,934
Related Party Receivable (note 3)                                      10,596                  -
Total Current Assets                                                4,463,478          5,323,209

Other Non-Current Assets
Fixed assets, net depreciation (note 4)                               132,802            175,564
Receivable from related party                                               -                  -
Total Non-Current Assets                                              132,802            175,564
Total Assets                                                   $    4,596,280     $    5,498,773

Liabilities
Current Liabilities
Accounts payable                                               $      418,341     $      384,598
Accrued Payroll                                                       657,741            582,048
Payroll liability - Pension (note 5)                                  616,579            539,342
Current portion of notes payable (note 6)                             127,615            194,856
Total Current Liabilities                                           1,820,276          1,700,844

Long Term Liabilities
Long term portion of notes payable (note 6)                           780,845            944,964
Total Liabilities                                                   2,601,121          2,645,808

Stockholders' equity Common stock, $1.00 par value, 1,000 shares issued and outstanding at December 31, 2019 and 2020 (Note 7)


1,000              1,000
Retained earnings                                                   1,994,159          2,851,965
Total Stockholders' Equity                                          1,995,159          2,852,965
Total Liabilities and Stockholders' Equity                     $    4,596,280     $    5,498,773




                 See accompanying notes to financial statements


                                      F-3




                       AmeriGuard Security Services, Inc.
                            STATEMENTS OF OPERATIONS

                                                                           For the
                                                                         Years Ended
                                                               December 31,      December 31,
                                                                   2021              2020
Revenue
Security Services                                              $  22,418,328     $  19,468,546
Other related income                                                  24,185            22,651
Total Revenue                                                     22,442,513        19,491,197

Cost of Services
Salaries and related taxes                                        13,873,242        11,843,458
Employee benefits                                                  2,915,323         2,446,800
Sub-Contractor payments                                            3,433,959         2,363,121
Guard training                                                       222,298           179,871
Vehicles and equipment expenses                                      184,176           219,246
Total Cost of Services                                            20,628,998        17,052,496

Gross Margin                                                       1,813,515         2,438,701

Operating Expenses
Salaries, payroll taxes and benefits                                 365,433           407,819
Vehicle expense                                                      295,054           248,098
Professional services                                                301,854           234,353
Cellular services                                                    112,140           108,216
General liability insurance                                          111,287            76,635
Advertising and marketing                                             77,349            72,370
General and administrative expenses                                  289,333           288,430
Loan interest                                                         59,439            63,232
Depreciation expense                                                  52,273            58,238
Total Operating Expenses                                           1,664,162         1,557,391

Net Income/(Loss) from Operations                                    149,353           881,310

Other Income (Expense)
Other Income                                                               -         2,031,197
Other (Expense)                                                     (500,000 )
Total Other Income (Expense)                                               -         2,031,197

Net Income/(loss) before Income Taxes                               (350,647 )       2,912,507

Income tax expense                                                    33,923            48,498

Net Income/(loss)                                              $    (384,570 )   $   2,864,009

Net Income/(loss) per Common Share - Basic and Diluted $ (384.57 ) $ 2,864.01



Weighted Average Number of Common Shares Outstanding - Basic
and Diluted                                                            1,000             1,000




                 See accompanying notes to financial statements


                                      F-4




                       AmeriGuard Security Services, Inc.
                      STATEMENTS OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED December 31, 2020 and 2021



                                                               Additional                                Total
                                       Common Stock              Paid-In         Stockholders'       Stockholders'
                                   Shares        Amount          Capital            Equity              Equity
Balance, December 31, 2019            1,000     $   1,000     $           -     $       318,013     $       319,013
Owner draws                               -             -                              (330,057 )          (330,057 )
Net Income for year ended
December 31, 2020                                                                     2,864,009           2,864,009
Balance, December 31, 2020            1,000     $   1,000     $           -     $     2,851,965     $     2,852,965
Owner draws                                             -                 -            (473,236 )          (473,236 )
Net Income for year ended
December 31, 2021                                                                      (384,570 )          (384,570 )
Balance, December 31, 2021            1,000     $   1,000     $           -     $     1,994,159     $     1,995,159




                 See accompanying notes to financial statements


                                      F-5




                       AmeriGuard Security Services, Inc.
                            STATEMENTS OF CASH FLOWS

                                                                           For the
                                                                         Years Ended
                                                                December 31,      December 31,
                                                                    2021              2020
Cash Flows from Operating Activities
Net Income/(Loss)                                              $     (384,570 )   $   2,864,009
Adjustment to reconcile net loss from operations:
Changes in Operating Assets and Liabilities
Accounts receivable, net                                              (23,372 )      (1,313,554 )
Prepaid insurance                                                     (32,949 )         (74,934 )
Related Party Receivable                                              (10,596 )               -
Depreciation                                                           52,273            58,238
Accounts payable                                                       33,742           260,967
Accrued Payroll                                                        75,693           133,559
Payroll liability - Pension                                           (85,867 )         266,542
Net Cash (Used)/provided in Operating Activities                     

(212,542 ) 2,194,827



Cash Flows Used from Financing Activities
Purchase of fixed assets                                              (24,552 )        (157,856 )
Payment online of credit                                                    -          (372,515 )
Reduction in balance from AmeriGuard Security Systems, Inc                  -           219,564
Loan principal payments                                              (237,816 )        (139,845 )
. . .

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