Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended March 31, 2011
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________ to________
Commission File Number 333-123910
Proguard Acquisition Corp.
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(Exact name of registrant as specified in its charter)
FLORIDA 33-1093761
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(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization
2501 E. Commercial Blvd., Suite 207
Ft. Lauderdale, FL 33308
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(Address of principal executive offices, Zip Code)
954-491-0704
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(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerate filer, or a small
reporting company as defined by Rule 12b-2 of the Exchange Act):
Large accelerated filer [ ] Non-accelerated filer [ ]
Accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes [x] No [ ]
The number of outstanding shares of the registrant's common stock,
May 12, 2011: Common Stock - 3,300,000
2
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements Page
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Balance Sheets,
March 31, 2011(unaudited) and December 31, 2010 3
Statements of Operations for the
Three months ended March 31, 2011 and 2010
(unaudited) 4
Statements of Cash Flows for the
three months ended March 31, 2011
and 2010(unaudited) 5-6
Notes to unaudited financial statements 7
Item 2. Management's Discussion and
Analysis or Plan of Operation 8
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 9
Item 4. Controls and Procedures 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds 10
Item 3. Default Upon Senior Securities 10
Item 4. (Removed and Reserved) 10
Item 5. Other Information 10
Item 6. Exhibits 10
Signatures 10
3
PROGUARD ACQUISITION CORP.
BALANCE SHEETS
MARCH 31, 2011 and DECEMBER 31, 2010
March 31, December 31,
2011 2010
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(Unaudited) (1)
ASSETS
Current assets:
Cash $ 286 $ 251
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Total Current Assets $ 286 $ 251
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Accounts Payable $ 18,589 $ 12,148
Due to Affiliates 13,287 13,037
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Total Current Liabilities 31,876 25,185
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Stockholders' (deficit):
Preferred stock, $0.001 par value, 5,000,000 shares
authorized, no shares issued or outstanding - -
Common stock, $0.001 par value, 200,000,000 shares
authorized, 3,300,000 shares issued and outstanding 3,300 3,300
Additional Paid in capital 733,097 733,097
Accumulated deficit (767,987) (761,331)
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(31,590) (24,934)
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TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 286 $ 251
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(1)derived from audited financial statements.
See accompanying notes to the unaudited financial statements.
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PROGUARD ACQUISITION CORP.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2011 and 2010
(UNAUDITED)
2011 2010
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES $(6,656) $(21,046)
OTHER INCOME:
Interest Income - 109
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NET (LOSS) $(6,656) $(20,937)
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Basic and diluted (loss)
per common share $(0.00) $(0.01)
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Weighted average number of common shares
and common equivalent shares
Basic 3,300,000 3,300,000
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Diluted 3,300,000 3,300,000
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See accompanying notes to the unaudited financial statements.
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PROGUARD ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2011 and 2010
(UNAUDITED)
2011 2010
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Cash flows from operating activities:
Net (loss) from operations $ (6,656) $ (20,937)
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Adjustments to reconcile net (loss)
to net cash provided by (used in)
Operating activities:
Increase in accounts payable 6,441 2,325
(Increase) in accrued interest receivable - (99)
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Total adjustments to net (loss) 6,441 2,226
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Net cash (used in) operating activities (215) (18,711)
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Cash flows from investing activities - -
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Net cash provided by (used in) investing
activities - -
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Cash flows from financing activities - -
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Advances from affiliates 250 -
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Net cash provided by financing
activities 250 -
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Net increase(decrease) in cash and
cash equivalents 35 (18,711)
Cash and cash equivalents, beginning of
Year 251 31,852
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Cash and cash equivalents, end of period $ 286 $ 13,141
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6
Supplemental cash flow information:
Cash paid for interest $ - $ -
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Cash paid for income taxes $ - $ -
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See accompanying notes to the unaudited financial statements.
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PROGUARD ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial statements and pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC"). The accompanying financial
statements for the interim periods are unaudited and reflect all
adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of
the financial position and operating results for the periods presented.
These financial statements should be read in conjunction with the
December 31, 2010 financial statements and notes thereto contained in
the Report on Form 10-K as filed with the Securities and Exchange
Commission. The results of operations for the three months ended March
31, 2011 are not necessarily indicative of the results for the full
fiscal year ending December 31, 2011.
Certain prior period amounts have been reclassified to conform with
current period presentation.
NOTE 2. RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2011 and 2010, the Company paid
affiliated entities $0 and $5,250 respectively for rent, office
expenses, and consulting fees.
During the three months ended March 31, 2011 and 2010, the Company
borrowed funds from a company with common shareholders.
NOTE 3. SUBSEQUENT EVENTS
In April 2011, the Company received a contribution to its capital of
$25,000 from certain shareholders of the Company.
We have evaluated events and transactions through the date the
financial statements were issued, for potential recognition of
disclosure in the accompanying financial statements. We did not
identify any events or transactions that should be recognized or
disclosed in the accompanying financial statements, other than those
already disclosed.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Financing Activities.
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For the three months ended March 31, 2011, the Company received $250 in
advances from an affiliated company.
In April 2011, the Company received a contribution to its capital of
$25,000 from certain shareholders of the Company.
For the three months ended March 31, 2011 and 2010, Proguard
Acquisition did not pursue any financing activities.
Investing Activities.
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For the three months ended March 31, 2011 and 2010, Proguard
Acquisition did not pursue any investing activities.
Critical Accounting Policies.
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Proguard Acquisition has adopted various accounting policies, which
govern the application of accounting principles generally accepted in
the United States of America in the preparation of Proguard
Acquisition's financial statements. The significant accounting
policies of Proguard Acquisition are described in the notes to the
unaudited consolidated financial statements included in this report and
in the notes to the audited consolidated financial statements included
in Proguard Acquisition's 2010 Annual Report.
Certain accounting policies involve significant estimates and
assumptions by management, which have a material impact on the carrying
value of certain assets and liabilities; management considers such
accounting policies to be critical accounting policies. The estimates
and assumptions used by management are based on historical experience
and other factors, which are believed to be reasonable under the
circumstances. Because of the nature of the judgments and assumptions
made by management, actual results could differ from these judgments
and estimates, which could have a material impact on the carrying value
of assets and liabilities and the results of operations of Proguard
Acquisition.
Results of Operations.
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The three months ended March 31, 2011 compared to three months ended
March 31, 2010
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For the three months ended March 31, 2011, Proguard Acquisition had
selling, general and administrative expenses of $(6,656) resulting in a
net loss of $(6,656).
For the three months ended March 31, 2010, Proguard Acquisition had
interest income of $109 and selling, general and administrative
expenses of ($21,046) resulting in a net loss of $(20,937).
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The decrease in selling, general and administrative expenses of
(14,390) is due to a decrease in rent and professional fees. For the
three months ended March 31, 2011, accounts payable increased $6,441
due to an increase in professional fees.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We do not consider the effects of interest rate movements to be a
material risk to our financial condition. We do not hold any
derivative instruments and do not engage in any hedging activities.
Item 4. Controls and Procedures
During the three months ended March 31, 2011, there were no changes in
our internal controls over financial reporting (as defined in Rule 13a-
15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we
conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of March 31, 2011. Based on this evaluation, our chief executive
officer and chief principal financial officers have concluded such
controls and procedures to be effective as of March 31, 2011 to ensure
that information required to be disclosed by the issuer in the reports
that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under
the Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Unregistered Sale of Securities and Use of Proceeds
Not Applicable
Item 3. Defaults Upon Senior Securities.
Not Applicable
Item 4. (Reserved and Removed)
Item 5. Other Information
Not Applicable.
Item 6. Exhibits
31 - 302 Certifications
32 - 906 Certifications
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: May 12, 2011
Proguard Acquisition Corp.
By /s/Allerton Towne
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Allerton Towne
Chief Executive Officer
Director
