PINX:PGRD Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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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


 

 

March 31,

 

December 31,

 

 

2012

 

2011

 

 

(unaudited)

 

(1)

ASSETS

 

 

 

 

Current assets:

 

 

 

 

  Cash

 

$     5,638

 

$      7,691

  Prepaid Expenses

 

       5,500

 

                -

Total current assets

 

$   11,138

 

$      7,691

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$      1,160

 

$    13,500

Total current liabilities

 

1,160

 

      13,500

 

 

 

 

 

Stockholders' (deficit):

 

 

 

 

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

 

787,497

 

787,497

Accumulated (deficit)

 

 (780,819)

 

 (796,606)

 

 

   9,978

 

      (5,809)

Total liabilities and stockholders' (deficit)

 

$    11,138

 

$       7,691



 (1)derived from audited financial statements.


See accompanying notes to the unaudited financial statements.


3



PROGUARD ACQUISITION CORP.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 and 2011

(UNAUDITED)


 

 

2012

 

2011

Selling, general and administrative expenses

 

$  (9,213)

 

$ (6,656)

 

 

 

 

 

Other income:

 

25,000

 

-

 

 

 

 

 

Net Income (loss)

 

$   15,787

 

$ (6,656)

 

 

 

 

 

Basic and diluted income (loss) per common share

 

$      0.00

 

$   (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.


4



PROGUARD ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 and 2011

(UNAUDITED)


 

 

2012

 

2011

Cash flows from operating activities:

 

 

 

 

Net income (loss) from operations

 

$15,787

 

$(6,656)

 

 

 

 

 

Adjustments to reconcile net income (loss) to net cash (used in) operating activities:

 

 

 

 

  Increase (decrease) in accounts payable

 

(12,340)

 

6,441

  Increase in prepaid expenses

 

(5,500)

 

-

    Total adjustments to net income (loss)

 

(17,840)

 

6,441

Net cash (used in) operating activities

 

(2,053)

 

 (215)

 

 

 

 

 

Cash flows from investing activities

 

-

 

-

Net cash provided by (used in) investing activities

 

-

 

-

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

  Advances from affiliates

 

-

 

250

Net cash provided by financing activities

 

-

 

250

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(2,053)

 

35

Cash and cash equivalents, beginning of year

 

7,691

 

251

Cash and cash equivalents, end of period

 

$    5,638

 

$       286

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

Cash paid for interest

 

$            -

 

$            -

Cash paid for income taxes

 

$            -

 

$            -


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



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