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 September 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.
(Exact name of registrant as specified in its charter)
| | |
FLORIDA | | 33-1093761 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
2501 E. Commercial Blvd., Suite 207
Ft. Lauderdale, FL 33308
(Address of principal executive offices, Zip Code)
954-491-0704
(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,
November 14, 2011: Common Stock - 3,300,000
| | |
| | Page |
Item 1. Financial Statements | | |
| | |
Balance Sheets, September 2011 (unaudited) and December 31, 2010 | | 3 |
Statements of Operations for the three and nine months ended September 30, 2011 and 2010 (unaudited) | | 4 |
Statements of Cash Flows for the nine months ended September 30, 2011 and 2010 (unaudited) | | 6 |
Notes to unaudited financial statements | | 7 |
| | |
Item 2. Management's Discussion and Analysis or Plan of Operation | | 9 |
| | |
Item 3. Quantitative and Qualitative Disclosures about Market Risk | | 10 |
| | |
Item 4. Controls and Procedures | | 10 |
| | |
PART II - OTHER INFORMATION | | |
| | |
Item 1. Legal Proceedings | | 11 |
| | |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | | 11 |
| | |
Item 3. Default Upon Senior Securities | | 11 |
| | |
Item 4. (Removed and Reserved) | | 11 |
| | |
Item 5. Other Information | | 11 |
| | |
Item 6. Exhibits | | 11 |
| | |
Signatures | | 12 |
2
PROGUARD ACQUISITION CORP.
BALANCE SHEETS
See accompanying notes to the unaudited financial statements.
6
PROGUARD ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 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 nine months ended September 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.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The amounts of assets and liabilities in the financial do not purport to represent realizable or settlement values. However, the Company has incurred an operating loss. Such loss may impair its ability to obtain additional financing.
This factor raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has met its historical working capital requirements from sale of capital shares, capital contributions, and advances from affiliates. However, there can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company.
7
PROGUARD ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
(UNAUDITED)
NOTE 2. RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2011 and 2010, the Company paid affiliated entities $- and $9,050 respectively for rent, office expenses, and consulting fees.
During the nine months ended September 30, 2011, an affiliate of the company advanced $7,750 to the Company, which is payable on demand.
During the three months ended September 30, 2011 and 2010, the Company paid affiliated entities $0 and $750, respectively for rent, office expenses and consulting fees.
During the nine months ended September 30, 2010, the Company borrowed $1,637 from a related party. During the nine months ended September 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.
During the nine months ended September 30, 2011, an affiliate of the Company advanced $7,750 to the Company, which is payable on demand.
In April 2011, the Company received a contribution to its capital of $25,000 from certain shareholders of the Company.
For the nine months ended September 30, 2010, Proguard Acquisition received $5,000 on repayments of advances to affiliates and received $1,637 in advances from affiliates.
Investing Activities.
For the nine months ended September 30, 2011 and 2010, Proguard Acquisition did not pursue any investing activities.
Critical Accounting Policies.
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.
The nine months ended September 30, 2011 compared to nine months ended September 30, 2010
For the nine months ended September 30, 2011, Proguard Acquisition had selling, general and administrative expenses of $(31,452) resulting in a net loss of $(31,452).
For the nine months ended September 30, 2010, Proguard Acquisition had interest income of $185 and selling, general and administrative expenses of ($50,002) resulting in a net loss of $(49,907).
The decrease in selling, general and administrative expenses of (18,640) is due to a decrease in rent and professional fees. For the nine months ended September 30, 2011, accounts payable increased $9,215 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 nine months ended September 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 September 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 September 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.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.
11
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: November 14, 2011
Proguard Acquisition Corp.
By /s/Allerton Towne
Allerton Towne
Chief Executive Officer
/s/Norman Becker
Norman Becker
Chief Financial Officer
12
