SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT 1 to
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended March 31, 2008
- -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
3040 E. Commercial Blvd.
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 14, 2008: Common Stock - 3,000,000
2
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements Page
----
Balance Sheet,
March 31, 2008(unaudited) 3
Statements of Operations for the
Three months ended March 31, 2008 and 2007
(unaudited) 4
Statements of Cash Flows for the
three months ended March 31, 2008
and 2007 (unaudited) 5-6
Notes to financial statements 7
Item 2. Management's Discussion and
Analysis or Plan of Operation 8
Item 3. Controls and Procedures 10
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 11
3
PROGUARD ACQUISITION CORP.
BALANCE SHEET
MARCH 31, 2008
(UNAUDITED)
ASSETS
Current assets:
Cash $ 195,761
Accrued interest receivable 10,140
Due from affiliates 105,000
----------
Total Current Assets $ 310,901
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts Payable $ 4,275
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Total Current Liabilities 4,275
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Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000 shares
authorized, no shares issued or outstanding -
Common stock, $0.001 par value, 50,000,000 shares
authorized, 3,000,000 shares issued and outstanding 3,000
Additional Paid in capital 701,647
Accumulated deficit (398,021)
----------
306,626
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 310,901
==========
See accompanying notes to the unaudited financial statements.
4
PROGUARD ACQUISITION CORP.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2008 and 2007
(UNAUDITED)
2008 2007
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES $(23,666) $ (9,375)
OTHER INCOME:
Interest Income 3,663 4,286
-------- --------
NET (LOSS) $(20,003) $ (5,089)
========= ========
Basic and diluted (loss)
per common share $ (0.01) $ (0.00)
========= ========
Weighted average number of common shares
and common equivalent shares
Basic 3,000,000 2,778,262
========= =========
Diluted 3,000,000 2,778,262
========= =========
See accompanying notes to the unaudited financial statements.
5
PROGUARD ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2008 and 2007
(UNAUDITED)
2008 2007
---------- ----------
Cash flows from operating activities:
Net (loss) from operations $ (20,003) $ (5,089)
-------- --------
Adjustments to reconcile net (loss)
to net cash provided by (used in)
Operating activities:
Increase (Decrease) in accounts payable 2,025 (2,250)
(Increase) in accrued interest receivable (2,667) -
Repayment of Advances to Affiliates 8,000 -
-------- --------
Total adjustments to net loss 7,358 (2,250)
-------- --------
Net cash (used in) operating activities (12,645) (7,339)
-------- --------
Cash flows from investing activities - -
-------- --------
Net cash (used in) investing activities - -
-------- --------
Cash flows from financing activities:
Increase in due to stockholders - 94,000
Proceeds from exercise of warrants - 19,513
Advances to affiliates - (105,000)
-------- --------
Net cash provided by financing activities - 8,513
-------- --------
Net increase (decrease) in cash and
cash equivalents (12,645) 1,174
Cash and cash equivalents, beginning of
Year 208,406 453,942
-------- --------
Cash and cash equivalents, end of period $195,761 $455,116
======== ========
6
Supplemental cash flow information:
Cash paid for interest $ - $ -
========== ==========
Cash paid for income taxes $ - $ -
========== ==========
See accompanying notes to the unaudited financial statements.
7
PROGUARD ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(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, 2007 financial statements and notes thereto contained in
the Report on Form 10-KSB as filed with the Securities and Exchange
Commission. The results of operations for the three months ended March
31, 2008 are not necessarily indicative of the results for the full
fiscal year ending December 31, 2008.
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, 2008 and 2007, the Company paid
affiliated entities $5,250 and $5,250 respectively for rent, office
expenses, and consulting fees.
During the three months ended March 31, 2007, the Company advanced
$105,000 to related parties. The notes are payable on demand and bear
interest at 8% per annum.
NOTE 3. DUE TO STOCKHOLDERS
The Company, acting as agent for certain stockholders, received
proceeds for the benefit of these stockholders. In April 2007, $94,000
was paid to these stockholders.
NOTE 4. Stockholders' Equity
(a) On March 9, 2006, the Company successfully completed its public
offering. In conjunction therewith, the Company issued 360,400 units
which consisted of one common share and one warrant exercisable at
$1.75 per common share.
(b)During the quarter ended March 31, 2007, 11,150 warrants were
exercised at a price of $1.75 per warrant and converted into 11,150
shares of common stock for a total price of $19,513.
8
NOTE 5 - Other Events
On October 2, 2006, Proguard Acquisition entered into a Common Stock
Purchase and Sale Agreement with Corrections Systems International,
Inc., a privately held Florida corporation in which CSII agreed to
purchase and Proguard Acquisition agreed to sell all of the issued and
outstanding common stock of its wholly-owned subsidiary, Proguard
Protection Services, Inc. The purchase and sale transaction was
completed on October 4, 2006 with the sale, transfer and conveyance of
all of the issued and outstanding Proguard Protection capital stock to
CSII in exchange for cash in the amount of $250,000. With completion
of the purchase and sale transaction, Proguard Acquisition terminated
its material operations in exchange for the cash purchase price.
CSII, in this disposition of assets transaction, is related to Proguard
Acquisition in that Proguard Acquisition's President and Director, Mr.
Frank Bauer, is also a Vice President and Director of the Purchaser,
CSII. In addition, Mr. Norman Becker is the president of CSII, a
member of CSII's board of directors and is also a vice president and
director of Proguard Acquisition. Neither Mr. Becker nor Mr. Bauer
received any direct or indirect remuneration or compensation in the
disposition of its wholly-owned subsidiary, Proguard Protection,
through purchase and sale of all of its capital stock to CSII.
In addition to the cross-relationship of the officers and directors,
Messrs. Becker and Bauer, to Proguard Acquisition and CSII in this
transaction, CSII has been a long-term loan creditor of Proguard
Protection, holding, prior to the purchase and sale transaction, an
interest-only loan obligation of Proguard Protection in the unpaid
principal amount of $100,000. At completion of the subsidiary purchase
and sale transaction, the loan obligation of Proguard Protection to
CSII was current. Following closing of the transaction on October 4,
2006, Proguard Protection's loan obligation to CSII was repaid.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Financing Activities.
- ---------------------
For the three months ended March 31, 2008, Proguard Acquisition did not
pursue any financing activities.
Comparatively, for the three months ended March 31, 2007, Proguard
Acquisition received $19,513 from the proceeds from sales of our common
stock and the exercise of warrants. For the three months ended March
31, 2007, Proguard Acquisition received proceeds for the benefit of
stockholders of $94,000 and made advances to affiliates of $105,000.
As a result, Proguard Acquisition had net cash provided by financing
activities of $8,513 for the three months ended March 31, 2007.
Investing Activities.
- ---------------------
For the three months ended March 31, 2008 and 2007, 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 2007 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 ended March 31, 2008 compared to three months ended March 31,
2007.
- ----------------------------------------------------------------------
For the three months ended March 31, 2008, Proguard Acquisition had
interest income of $3,663 and selling, general and administrative
expenses of $23,666 resulting in a net loss of $(20,003).
10
Comparatively, for the three months ended March 31, 2007, Proguard
Acquisition had interest income of $4,286 and selling, general and
administrative expenses of $9,375 resulting in a loss of continuing
operations of $(5,089).
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 4T. Controls and Procedures.
During the three months ended March 31, 2008, 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, 2008. 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, 2008 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.
11
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. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 5. Other Information. Not Applicable.
Item 6. Exhibits
31 - 302 Certifications
32 - 906 Certifications
12
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 30, 2008
Proguard Acquisition Corp.
By /s/Allerton Towne
------------------------
Allerton Towne
Chief Executive Officer
Director