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, 2012
-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) |
C/O Norman H. Becker, CPA
1909 Tyler Street, Suite 603
Hollywood, FL 33020
(Address of principal executive offices, Zip Code)
(954) 925-1900
(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 7, 2012: Common Stock - 3,300,000
| | |
| | Page |
Item 1. Financial Statements | | |
| | |
Balance Sheets, March 31, 2012 (unaudited) and December 31, 2011 | | 3 |
Statements of Operations for the three months ended March 31, 2012 and 2011 (unaudited) | | 4 |
Statements of Cash Flows for the three months ended March 31, 2012 and 2011 (unaudited) | | 5 |
Notes to unaudited financial statements | | 6 |
| | |
Item 2. Management's Discussion and Analysis or Plan of Operation | | 8 |
| | |
Item 3. Quantitative and Qualitative Disclosures about Market Risk | | 8 |
| | |
Item 4. Controls and Procedures | | 8 |
| | |
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. Mine Safety Disclosures | | 10 |
| | |
Item 5. Other Information | | 10 |
| | |
Item 6. Exhibits | | 10 |
| | |
Signatures | | 11 |
2
PROGUARD ACQUISITION CORP.
BALANCE SHEETS
MARCH 31, 2012 AND DECEMBER 31, 2011
See accompanying notes to the unaudited financial statements.
5
PROGUARD ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2012
(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, 2011 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, 2012 are not necessarily indicative of the results for the full fiscal year ending December 31, 2012.
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, the Company borrowed funds from a company with common shareholders
NOTE 3. OTHER INCOME
In February 2012, the Company received a $25,000 non-refundable fee from a private company with which the Company has entered into a letter of intent to transact a reverse merger. Under the terms of the letter of intent, the fee was escrowed and was to be used by the Company to pay its legal, auditing and SEC filing fees and expenses together with additional expenses incurred by it in connection with the transaction, including costs necessary to maintain its public company reporting status. The letter of intent provides that in the event the closing does not occur for certain specified reasons, the Company is required to return the fee to the private company. As of March 31, 2012 and through the date of this filing, the Company expects that the transaction will close as per the Letter of Intent.
6
NOTE 4. SUBSEQUENT EVENTS
We have evaluated subsequent events and transactions 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.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Financing Activities.
For the three months ended March 31, 2011, the Company received $250 in advances from an affiliated company. As a result, we had net cash provided by financing activities of $250.
For the three months ended March 31, 2012, we did not pursue any financing activities.
Investing Activities.
For the three months ended March 31, 2012 and 2011, we did not pursue any investing activities.
Results of Operations.
For the three months ended March 31, 2012, we had cash on hand of $5,638 and prepaid expenses of $5,500, resulting in total current assets of $11,138 for the period.
For the three months ended March 31, 2012, we had selling, general and administrative expenses of $(9,213) and other income of $25,000, resulting in net income of $15,787 for the period.
For the three months ended March 31, 2011, we had selling, general and administrative expenses of $(6,656), resulting in net loss of $(6,656) for the period.
For the three months ended March 31, 2012 compared to the three months ended March 31, 2011, the increase in selling, general and administrative expenses of $(2,557) is due to an increase in professional fees. The company received $25,000 in the form of a non refundable deposit which was to be used by the company to cover the costs incurred in filings with the Securities and Exchange Commission.
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, 2012, 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.
8
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, 2012. 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, 2012 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.
9
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. Mine Safety Disclosures
Not Applicable
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.
10
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 7, 2012
Proguard Acquisition Corp.
By /s/Allerton Towne
Allerton Towne
Chief Executive Officer
By /s/Norman Becker
Norman Becker
Chief Financial Officer
11
