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, 2010
- -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,
July 31, 2010: Common Stock - 3,300,000
2
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements Page
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Balance Sheets,
June 30, 2010(unaudited) and December 31, 2009 (audited) 3
Statements of Operations for the three and six months ended
June 30, 2010 and 2009 (unaudited) 4-5
Statements of Cash Flows for the six months ended June 30,
2010 and 2009(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 4T. 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. Submission of Matters to a Vote of
Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits 11
Signatures 11
3
PROGUARD ACQUISITION CORP.
BALANCE SHEETS
June 30, December 31,
2010 2009
-------- -----------
unaudited (1)
<s> <c> <c>
ASSETS
Current assets:
Cash $ 2,561 $ 31,852
Due from affiliates - 6,189
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Total Current Assets $ 2,561 $ 38,041
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts Payable $ 6,813 $ 2,363
Due to affiliate 1,637 -
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Total Current Liabilities 8,450 2,363
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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, 3,300,000 shares issued
and outstanding 3,300 3,300
Additional Paid in capital 720,847 720,847
Accumulated deficit (730,036) (688,469)
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(5,889) 35,678
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,561 $ 38,041
========== ==========
(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, 2010 and 2009
(UNAUDITED)
2010 2009
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES $(20,706) $(42,147)
OTHER INCOME:
Interest Income 76 2,379
-------- --------
NET (LOSS) $(20,630) $(39,768)
======== ========
Basic and diluted (loss)
per common share $(0.00) $(0.01)
====== ======
Weighted average number of common shares
and common equivalent shares
Basic 3,300,000 3,025,000
========= =========
Diluted 3,300,000 3,025,000
========= =========
See accompanying notes to the unaudited financial statements.
5
PROGUARD ACQUISITION CORP.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 and 2009
(UNAUDITED)
2010 2009
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES $(41,752) $(75,924)
OTHER INCOME:
Interest Income 185 4,960
-------- --------
NET (LOSS) $(41,567) $(70,964)
======== ========
Basic and diluted (loss)
per common share $(0.01) $(0.02)
====== ======
Weighted average number of common shares
and common equivalent shares
Basic 3,300,000 3,025,000
========= =========
Diluted 3,300,000 3,025,000
========= =========
See accompanying notes to the unaudited financial statements.
6
PROGUARD ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 and 2009
(UNAUDITED)
2010 2009
---------- ----------
Cash flows from operating activities:
Net (loss) from operations $ (41,567) $ (70,964)
--------- ---------
Adjustments to reconcile net (loss)
to net cash (used in)
Operating activities:
Stock based compensation - 12,000
Increase in accounts payable 4,450 221
(Increase)decrease in accrued interest
receivable 1,189 (4,142)
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Total adjustments to net (loss) 5,639 8,079
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Net cash (used in) operating activities (35,928) (62,885)
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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 1,637 -
Repayments of advances to affiliates 5,000 -
Issuance of common stock, net - 7,500
--------- ---------
Net cash provided by financing
activities 6,637 7,500
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Net (decrease) in cash and
cash equivalents (29,291) (55,385)
Cash and cash equivalents, beginning of
Year 31,852 124,156
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Cash and cash equivalents, end of period $ 2,561 $ 68,771
========= =========
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 UNAUDITED FINANCIAL STATEMENTS
JUNE 30, 2010
(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, 2009 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, 2010 are not necessarily indicative of the results for the full
fiscal year ending December 31, 2010.
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, 2010 and 2009, the Company paid
affiliated entities $8,300 and $19,000 respectively for rent, office
expenses, and consulting fees.
During the three months ended June 30, 2010 and 2009, the Company paid
affiliated entities $3,050 and $7,000, respectively for rent, office
expenses and consulting fees.
On June 16, 2009, the Company sold 300,000 shares of its common stock
to a shareholder and two officers of the Company at $.025 per share.
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. Stockholders' Equity
Stock Based Compensation Expenses 2009: In conjunction with the stock
purchases during the three months ended June 30, 2009 pursuant to
accounting rules and principles applicable to stock sales in related
party transactions, the Company recorded a $12,000 non-cash increase in
its "additional paid in capital" account and recorded non-cash
transaction expense for the same amount. The accounting rules require
that in related party transactions, a non-cash expense be recorded for
the difference between "fair value" (as defined in the rules) and the
selling price. Further, the transaction with the related party cannot
8
PROGUARD ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
JUNE 30, 2010
(UNAUDITED)
NOTE 3. Stockholders' Equity(continued)
be considered to represent "fair value" and cannot be viewed as an
"arms-length transaction" for purposes of the application of the rule
and for the related computation.
NOTE 4. Subsequent Events
Management has evaluated the adequacy of financial statement
disclosures to the balance sheet through the date of filing.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Investing Activities.
- ---------------------
For the six months ended June 30, 2010 and 2009, Proguard Acquisition
did not pursue any investing activities.
Financing Activities.
- ---------------------
For the six months ended June 30, 2010, Proguard Acquisition received
$5,000 on repayments of advances to affiliates and received $1,637 in
advances from affiliates.
For the six months ended June 30, 2009, the Company issued 300,000
common shares, at a price of $.025 per common share for a total of
$7,500.
Results of Operations.
- ----------------------
The six months ended June 30, 2010 compared to six months ended June
30, 2009
- --------------------------------------------------------------------
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).
Comparatively, for the six months ended June 30, 2009, Proguard
Acquisition had interest income of $4,960 and selling, general and
administrative expenses of $75,924 resulting in a net loss of
$(70,964).
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 2008 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.
10
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable for smaller reporting companies
Item 4T. Controls and Procedures
During the three months ended June 30, 2010, 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, 2010. 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, 2010 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
None
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
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 12, 2010
Proguard Acquisition Corp.
By /s/Allerton Towne
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Allerton Towne
Chief Executive Officer
Director