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 June 30, 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,
August 15, 2011: Common Stock - 3,300,000
2
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements Page
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Balance Sheets,
June 30, 2011 (unaudited) and December 31, 2010 (audited) 3
Statements of Operations for the three and six months ended
June 30, 2011 and 2010 (unaudited) 4-5
Statements of Cash Flows for the six months ended June 30,
2011 and 2010 (unaudited) 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 4T. 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. Submission of Matters to a Vote of
Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits 10
Signatures 10
3
PROGUARD ACQUISITION CORP.
BALANCE SHEETS
June 30, December 31,
2011 2010
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(Unaudited) (1)
ASSETS
Current assets:
Cash $ 16,088 $ 251
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Total Current Assets $ 16,088 $ 251
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Accounts Payable $ 19,913 $ 12,148
Due to Affiliates 20,787 13,037
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Total Current Liabilities 40,700 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 758,097 733,097
Accumulated deficit (786,009) (761,331)
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(24,612) (24,934)
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TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
$ 16,088 $ 251
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(1)derived from audited financial statements.
See accompanying notes to the unaudited financial statements.
4
PROGUARD ACQUISITION CORP.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2011 and 2010
(UNAUDITED)
2011 2010
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES $(18,022) $(20,706)
OTHER INCOME:
Interest Income - 76
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NET (LOSS) $(18,022) $(20,630)
======== ========
Basic and diluted (loss)
per common share $(0.01) $(0.00)
====== ======
Weighted average number of common shares
and common equivalent shares
Basic 3,300,000 3,300,000
========= =========
Diluted 3,300,000 3,300,000
========= =========
See accompanying notes to the unaudited financial statements.
5
PROGUARD ACQUISITION CORP.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2011 and 2010
(UNAUDITED)
2011 2010
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES $(24,678) $(41,752)
OTHER INCOME:
Interest Income - 185
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NET (LOSS) $(24,678) $(41,567)
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Basic and diluted (loss)
per common share $(0.01) $(0.01)
====== ======
Weighted average number of common shares
and common equivalent shares
Basic 3,300,000 3,300,000
========= =========
Diluted 3,300,000 3,300,000
========= =========
See accompanying notes to the unaudited financial statements.
6
PROGUARD ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2011 and 2010
(UNAUDITED)
2011 2010
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Cash flows from operating activities:
Net (loss) from operations $ (24,678) $ (41,567)
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Adjustments to reconcile net (loss)
to net cash provided by (used in)
Operating activities:
Increase in accounts payable 7,765 4,450
Decrease in accrued
interest receivable - 1,189
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Total adjustments to net (loss) 7,765 5,639
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Net cash (used in) operating activities (16,913) (35,928)
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Cash flows from investing activities:
Net cash provided by (used in) investing
activities - -
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Cash flows from financing activities:
Advances from affiliates 7,750 1,637
Repayments of advances to affiliates - 5,000
Contribution of capital 25,000 -
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Net cash provided by financing
activities 32,750 6,637
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Net increase(decrease) in cash and
cash equivalents 15,837 (29,291)
Cash and cash equivalents, beginning of
Year 251 31,852
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Cash and cash equivalents, end of period $ 16,088 $ 2,561
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Supplemental cash flow information:
Cash paid for interest $ - $ -
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Cash paid for income taxes $ - $ -
========== ==========
See accompanying notes to the unaudited financial statements.
7
PROGUARD ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 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 six months ended June 30,
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 six months ended June 30, 2011 and 2010, the company paid
affiliated entities $0 and $8,300 respectively for rent.
During the three months ended June 30, 2011, an affiliate of the company
advanced $7,750 to the company, which is payable on demand.
During the six months ended June 30, 2011 and 2010, the Company paid
affiliated entities $0 and $3,050 respectively for rent.
In April, 2011, the Company received a contribution to its capital of
$25,000 from certain shareholders of the Company.
During the three months ended June 30, 2010, the Company borrowed $1,637
from a related party. During the three months ended June 30, 2010, the
Company received $5,000 from a related party to repay funds advanced.
NOTE 3. SUBSEQUENT EVENTS
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.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Financing Activities.
---------------------
For the six months ended June 30, 2011, the Company received $250 in
advances from an affiliated company.
During the six months ended June 30, 2011, an affiliate of the Company
advanced $7,750 to the Company, which is payable on demand.
During the six months ended June 30, 2011 and 2010, the Company borrowed
funds 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 June 30, 2010, Proguard Acquisition received
$5,000 on repayments of advances to affiliates and received $1,637 in
advances from affiliates.
Investing Activities.
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For the six months ended June 30, 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.
9
Results of Operations.
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The six months ended June 30, 2011 compared to six months ended June 30,
2010
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For the six months ended June 30, 2011, Proguard Acquisition had
selling, general and administrative expenses of $(24,678) resulting in a
net loss of $(24,678).
For the six months ended June 30, 2010, Proguard Acquisition had
interest income of $185 and selling, general and administrative expenses
of ($41,752) resulting in a net loss of $(41,567).
The decrease in selling, general and administrative expenses of (17,074)
is due to a decrease in rent and professional fees. For the six months
ended June 30, 2011, accounts payable increased $7,765 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 six months ended June 30, 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 June 30,
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 June 30, 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.
10
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
Exhibit 31* - Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32* - Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith
**XBRL (Extensible Business Reporting Language) information is
furnished and not filed or a part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of
1933, as amended, is deemed not filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and otherwise is not
subject to liability under these sections.
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: August 15, 2011
Proguard Acquisition Corp.
By /s/Allerton Towne
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Allerton Towne
Chief Executive Officer
Director
