2 Indicate by check mark whether Proguard Acquisition is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [x] No [ ] Proguard Acquisition's revenues for its most recent fiscal year were $20,512. The market value of Proguard Aquisition's voting $.001 par value common stock held by non-affiliates of Proguard Aquisition was approximately $164,500. The number of shares outstanding of Proguard Acquisition's only class of common stock, as of December 31, 2007 and January 31, 2008 was 3,000,000 shares and 3,000,000 shares of its $.001 par value common stock, respectively. No documents are incorporated into the text by reference. Transitional Small Business Disclosure Format (check one) Yes No x -------- -------- 3 PART I ITEM 1. BUSINESS We are currently not conducting any business and have had no operating revenues since the sale of our wholly owned subsidiary. Completion of Acquisition or Disposition of Assets Prior to October 2, 2006, Proguard Acquisition, through our wholly owned subsidiary, Proguard Protection Services, Inc. provided professional protection to clients through installation and monitoring of fire, intrusion and environmental security systems. Proguard Acquisition was incorporated in Florida in June 2004. Proguard Protection was incorporated in Colorado on May 24, 2000. On July 1, 2004, the shareholders of Proguard Protection cancelled their 1,000,000 shares of outstanding Proguard Protection no par value common stock and received 395,000 shares of Proguard Acquisition's restricted $0.001 par value common stock. Proguard Acquisition acquired 100 shares of the no par value common stock of Proguard Protection for $100 on July 1, 2004 pursuant to an oral agreement. Effective July 1, 2004, Proguard Protection became a wholly owned subsidiary of Proguard Acquisition. Prior to July 1, 2004, Proguard Protection provided professional protection to clients through installation and monitoring of fire, intrusion and environmental security systems and continues to pursue the same business since its acquisition by Proguard Acquisition. On October 2, 2006, we 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 PPSI 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. The Purchaser 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 Proguard Acquisition's disposition of its wholly-owned subsidiary, PPSI, 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 the Purchaser in this transaction, the Purchaser, CSII, has been a long-term loan creditor of the purchased subsidiary, holding, prior to the purchase and sale transaction, an interest-only loan obligation of PPSI in the 4 unpaid principal amount of $100,000. At completion of the subsidiary purchase and sale transaction, the loan obligation of PPSI to the Purchaser, CSII, was current. Following closing of the transaction on October 4, 2006, the subsidiary's loan obligation to the Purchaser, CSII, was extinguished upon consolidation of CSII's financial accounting. In determining the purchase price of the subsidiary, PPSI, to be paid by CSII and to be received by Proguard Acquisition, their respective managements considered the original purchase price paid by Proguard Acquisition to acquire PPSI in July of 2004, $100; the book value of the subsidiary at the time of the transaction; the outstanding unpaid principal loan amount owed by the subsidiary to the Purchaser and the circumstance that that unpaid loan obligation would be extinguished with completion of the purchase and sale transaction. Following consideration of all of those factors, the parties agreed to disposition, sale and purchase of the subsidiary for a purchase price amounting to book value plus an additional sum of approximately $100,000. Proguard Acquisition was informed that the source of funds used by the Purchaser, CSII, to acquire Proguard Acquisition's subsidiary was the Purchaser's working capital. No part of the consideration used was borrowed from a bank or otherwise. Employees --------- We presently have no full-time employees and no part-time employees. ITEM 2. PROPERTIES. Our executive offices located at 3040 E. Commercial Boulevard, Fort Lauderdale, FL 33308 consist of 900 square feet and are orally leased from Financial Communications, Inc., an affiliated entity, at the rate of $1,750 per month on a month-to-month basis. ITEM 3. LEGAL PROCEEDINGS. Proguard Acquisition management is aware of no pending or threatened litigation. During the fourth quarter of the fiscal year ended December 31, 2007, Proguard Acquisition was not a party to any legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. During the fourth quarter of the fiscal year ended December 31, 2007, no matters were submitted to a vote of Proguard Acquisition's security holders, through the solicitation of proxies. 5 PART II ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market Information. Our common stock is listed on the NASD bulletin board under the symbol "PGRD". The approximate number of holders of record of Proguard Acquisition's $.001 par value common stock, as of December 31, 2007 and January 31, 2008 was 43 shareholders and 46 warrant holders. Dividends. Holders of Proguard Acquisition's common stock are entitled to receive such dividends as may be declared by its board of directors. No dividends on Proguard Acquisition's common stock have ever been paid, and Proguard Acquisition does not anticipate that dividends will be paid on its common stock in the foreseeable future. ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Effective July 1, 2004, Proguard Protection became a wholly owned subsidiary of Proguard Acquisition. The outstanding shares of Proguard Protection, no par value common stock were canceled and Proguard Acquisition acquired 100 shares of the no par value common stock of Proguard Protection for $100 on July 1, 2004. On October 2, 2006, we 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 PPSI 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. Trends and Uncertainties. We are no longer conducting any material operations since the sale of our wholly owned subsidiary on October 4, 2006. We have not yet determined what operations, if any, we intend to pursue. Financing Activities. For the year ended December 31, 2007, Proguard Acquisition received proceeds from sales of common stock of $5,462 and proceeds from the exercise of warrants of $19,513. In addition, Proguard Acquisition made advances to related parties of $120,474 including interest. As a result, Proguard Acquisition had net cash used in financing activities of $(95,499). 6 For the year ended December 31, 2006, Proguard Acquisition received net proceeds from the sale of common stock of $361,989 and proceeds from the exercise of warrants of $105,000 resulting in net cash provided by financing activities of $466,989. Investing Activities. For the year ended December 31, 2007 and 2006, Proguard Acquisition did not pursue any investing activities. Results of Operations. For the years ended December 31, 2007 and 2006, we did not receive any revenues from continuing operations. We earned interest income of $20,512 for the year ended December 31, 2007 compared to $10,747 for the year ended December 31, 2006. We had a loss on the sale of subsidiary of $(35,085) for the year ended December 31, 2006. For the year ended December 31, 2007, we had a loss from continuing operations of $(210,110) compared to ($155,056) for the year ended December 31, 2006. General and administrative expenses for the year ended December 31, 2007 were $230,622 compared to $165,803 for the prior year. These expenses principally consisted of professional and consulting fees, office expense. The increase in general and administrative expenses was due to an increase in professional and consulting fees and office expense. For the years ended December 31, 2007 and 2006, we had income from discontinued operations of $0 and $47,234, respectively. As a result, we incurred a net loss of ($210,110) for the year ended December 31, 2007 compared to net loss of $(113,526) for the year ended December 31, 2006. 7 ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA PROGUARD ACQUISITION CORP. Index to Financial Statements Page ---------- Report of Independent Registered Public Accounting Firm 8 Balance Sheet at December 31, 2007 9 Statements of Operations for the years ended December 31, 2007 and 2006 10 Statement of Changes in Stockholders' Equity for the years ended December 31, 2007 and 2006 11 Statements of Cash Flows for the years ended December 31, 2007 and 2006 12 Notes to Financial Statements 13 8 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders Proguard Acquisition Corp. Ft. Lauderdale, Florida We have audited the balance sheet of Proguard Acquisition Corp. as of December 31, 2007, and the accompanying related statements of operations, changes in stockholders' equity and cash flows for the years ended December 31, 2007 and 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Proguard Acquisition Corp. as of December 31, 2007 and the results of its operations and its cash flows for the years ended December 31, 2007 and 2006, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit as of December 31, 2007 and no source of revenue, which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Sherb & Co., LLP February 28, 2008 Certified Public Accountants Boca Raton, Florida 9 PROGUARD ACQUISITION CORP. Balance Sheet December 31, 2007 ASSETS Current assets: Cash $ 208,406 Due from affiliates 120,474 ---------- Total current assets $ 328,880 ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable $ 2,250 ---------- 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 (378,017) ---------- 326,630 ---------- $ 328,880 ========== See accompanying notes to the financial statements. 10 PROGUARD ACQUISITION CORP. STATEMENTS OF OPERATIONS For the years ended December 31, 2007 2006 ---------- ---------- Interest Income $ 20,512 $ 10,747 ---------- ---------- (20,512) $ (10,747) General and administrative expenses (230,622) (165,803) ---------- ---------- LOSS FROM CONTINUING OPERATIONS (210,110) (155,056) ---------- ---------- DISCONTINUED OPERATIONS: Income from discontinued operations - 47,234 ---------- ---------- (LOSS) BEFORE (PROVISION) FOR INCOME TAXES (210,110) (107,822) (PROVISION) FOR INCOME TAXES - (5,704) ---------- ---------- NET (LOSS) $ (210,110) $ (113,526) ========== ========== Net (loss) per common share: Loss from Continuing Operations $ (.07) $ (.06) Gain from Discontinued Operations - .02 ---------- ---------- Basic and diluted (loss) per common share $ (.07) $ (.04) ========== ========== Weighted average number of common shares and common equivalent shares Basic 2,877,695 2,664,066 ========== ========== Diluted 2,877,695 2,664,066 ========== ========== See accompanying notes to the financial statements. 11 PROGUARD ACQUISITION CORP. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006 <TABLE> <CAPTION> Common Stock Additional ------------ Paid-in Accumulated Shares Amount Capital Deficit Total ------ ------ ------- --------- ----- <s> <c> <c> <c> <c> <c> Balance, December 31, 2005 2,350,000 $ 2,350 $ 151,849 $ (54,381) $ 99,818 common shares issued for cash 360,400 360 360,040 - 360,400 Exercise of common stock Warrants 60,000 60 104,940 - 105,000 Net (Loss) - - - (113,526) (113,526) --------- -------- --------- --------- -------- Balance, December 31, 2006 2,770,400 2,770 616,829 (167,907) 451,692 --------- -------- --------- --------- -------- Exercise of common stock Warrants 11,150 11 19,502 - 19,513 common shares issued for cash 218,450 219 5,242 - 5,461 Stock compensation - - 60,074 - 60,074 Net (Loss) - - - (210,110) (210,110) --------- -------- --------- --------- -------- Balance, December 31, 2007 3,000,000 $ 3,000 $ 701,647 $(378,017) $326,630 ========= ======== ========= ========= ======== </TABLE> See accompanying notes to the financial statements. 12 PROGUARD ACQUISITION CORP. STATEMENTS OF CASH FLOWS For the years ended December 31, 2007 2006 ------ ------ Cash flows from operating activities: Net (loss) from continuing operations $ (210,110) $ (155,056) ----------- ----------- Adjustments to reconcile net (loss) to net cash (used in) operating activities: Stock based compensation 60,074 - Accrued interest due from affiliates (7,474) - Increase in accounts payable - 2,250 Income from discontinued operations - 47,234 Changes in discontinued assets and liabilities from operations: Decrease in assets of discontinued operations - 30,684 ---------- ---------- Total adjustments to net (loss) 52,600 115,253 ---------- ---------- Net cash (used in) operating activities (157,510) (74,888) ---------- ---------- Cash flows from investing activities - - ---------- ---------- Cash flows from financing activities: Proceeds from sale of common stock, net 5,461 361,989 Proceeds from exercise of warrants 19,513 105,000 Advances to affiliates (115,000) - Repaid by affiliates 2,000 - ----------- ---------- Net cash provided by (used in) financing activities (88,026) 466,989 ---------- ---------- Net increase(decrease) in cash (245,536) 392,101 Cash, beginning of year 453,942 61,841 ---------- ---------- Cash, end of year $ 208,406 $ 453,942 ========== ========== Supplemental cash flow information: Cash paid for interest $ - $ 9,262 ========== ========== Cash paid for income taxes $ - $ - ========== ========== See accompanying notes to the financial statements. 13 PROGUARD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006 NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations. The accompanying financial statements present the accounts of Proguard Acquisition Corp. (the Company), formed in Florida in June 2004, and Proguard Protection Services, Inc. (Protection), a Colorado corporation and a previously wholly owned subsidiary of Proguard Acquisition Corp. until its sale on October 4, 2006. Proguard Protection was incorporated May 2000 under the laws of the State of Colorado. Cash and Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Net Income (Loss) Per Common Share. The Company calculates net income (loss) per share as required by Statement of Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. For the net-loss period ended December 31, 2007, we excluded any effect of the 289,250 warrants as their effect would be anti-dilutive. Income Taxes. The Company follows SFAS 109 "Accounting for Income Taxes" for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Concentrations. The Company maintains cash in financial institutions insured by the Federal Deposit Insurance Corporation ("FDIC") up to $100,000. As of 14 December 31, 2007, the Company had approximately $108,000 in excess of FDIC insured limits. The Company had not experienced any losses in such accounts. Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Stock-Based Compensation Expense. Prior to January 1, 2006, the Company accounted for share-based awards to employees using the intrinsic value method in accordance with Accounting Principle Board Opinion No. 25, "Accounting for Stock issued to Employees" and related interpretations and provided the pro forma disclosure requirements of Statement of Financial Accounting Standards No. 123, "Accounting For Stock-Based Compensation." Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share Based Payment ("SFAS No. 123R"). SFAS No. 123R establishes the financial accounting and reporting standards for stock-based compensation plans. The Company adopted SFAS No. 123R using the modified prospective method, and, therefore, prior periods were not restated. Under the modified prospective method, companies are required to record compensation expense for (1) the unvested portion of previously issued awards that remain outstanding at the initial date of adoption, which we did not have, and (2) for any awards issued, modified or settled after the effective date of the statement which we also did not have. The Company recognizes stock compensation expenses over the requisite service period of the award, normally the vesting term of the options which are generally immediately fully vested and exercisable. As required by SFAS No. 123R, the Company has recognized the cost resulting from all stock-based payment transactions including shares issued under its stock option plans in the financial statements. 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 statements 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 15 sale of capital shares. However, there can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company. Recent Accounting Pronouncements. In February 2006, the FASB issued SFAS 155, which applies to certain "hybrid financial instruments," which are instruments that contain embedded derivatives. The new standard establishes a requirement to evaluate beneficial interests in securitized financial assets to determine if the interests represent freestanding derivatives or are hybrid financial instruments containing embedded derivatives requiring bifurcation. This new standard also permits an election for fair value remeasurement of any hybrid financial instrument containing an embedded derivative that otherwise would require bifurcation under SFAS 133. The fair value election can be applied on an instrument-by-instrument basis to existing instruments at the date of adoption and can be applied to new instruments on a prospective basis. The adoption of SFAS No. 155 did not have a material impact on the Company's financial position and results of operations. In March 2006, the FASB issued SFAS No. 156,"Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. The adoption of this statement is not expected to have a significant effect on the Company's future reported financial position or results of operations. In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109." This interpretation provides guidance for recognizing and measuring uncertain tax positions, as defined in SFAS No. 109, "Accounting for Income Taxes." FIN No. prescribes a threshold condition that a tax position must meet for any of the benefit of an uncertain tax position to be recognized in the financial statements. Guidance is also provided regarding de- recognition, classification, and disclosure of uncertain tax positions. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect that this interpretation will have a material impact on its financial position, results of operations, or cash flows. In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"). This Statement defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value in generally accepted 16 accounting principles and expands disclosure related to the use of fair value measures in financial statements. The Statement is to be effective for the Company's financial statements issued in 2008; however, earlier application is encouraged. The Company is currently evaluating the time of adoption and the impact that adoption might have on its financial position or results of operations. NOTE 2. ACQUISITION AND SALE OF PROGUARD PROTECTION SERVICES, INC. On July 1, 2004, the shareholders of Protection exchanged their 1,000,000 shares of outstanding Protection no par value common stock and received 395,000 shares of the Company's restricted $0.001 par value common stock. Effective July 1, 2004, Protection became a wholly owned subsidiary of the Company. This acquisition of Protection, the accounting acquirer, by the Company a non-operating entity, is considered in substance a capital transaction by the issuance of 200,000 shares of common stock by Protection for the net assets of the Company which consisted of cash of $9,889 and accounts payable of $900 and was accounted for as a reverse acquisition. No goodwill or other intangible assets were recorded. On this basis, the historical financial statements, except share capital, as of and prior to the acquisition date represent the operations of Protection. 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. Accordingly, all the assets, liabilities and operations of the subsidiary have been reclassified as discontinued operations. 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 17 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 the Purchaser, CSII, was current. Following closing of the transaction on October 4, 2006, the subsidiary's loan obligation to the Purchaser, CSII, was extinguished upon consolidation of CSII's financial accounting. NOTE 3. RELATED PARTY TRANSACTIONS An entity related to the Company advanced $50,000 in cash to the Company as evidenced by a note. This note was convertible into 150,000 shares of the Company's common stock at the holder's option at any time prior to the maturity date. The note bore interest at 8% per annum payable quarterly and matured on January 31, 2005. During 2005, the Company entered into a new note agreement that eliminates the conversion feature and extended the maturity date to January 31, 2007. The note was repaid during the year ended December 31, 2006. During 2007 and 2006, the Company incurred interest expense to the related entity totaling $0 and $9,262, respectively. During the year ended December 31, 2007 and 2006, the Company paid an affiliated entity $21,000 and $21,000, respectively, in rent, administration and taxes. NOTE 4. DUE FROM AFFILIATE Due from affiliates consists of $100,000 due from a former subsidiary, $20,474 due from affiliates, including accrued interest of $7,474. NOTE 5. INCOME TAXES The Company accounts for income taxes under SFAS 109, which requires use of the liability method. SFAS 109 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. The income tax expense (benefit) differs from the amount computed by applying the U.S. federal income tax rate to net income (loss) before income taxes for the years ended December 31, 2007 and 2006, as shown: 18 2007 2006 ------ ------ Tax expense (benefit) at the federal statutory rate $ 59,693 $66,549 Increase(decrease) in valuation allowance (59,693) (60,845) -------- ------- Tax expense (benefit) $ - $ 5,704 ======== ======= The components of the deferred tax asset and deferred tax liability at December 31, 2007 and 2006 are as follows: 2007 2006 ------ ------ Deferred tax asset: Federal net operating loss carry forwards $ 210,110 $ 66,549 State net operating loss carry forwards - - Valuation allowance (210,110) (66,549) -------- -------- $ - $ - ======== ======== As of December 31, 2007, the Company has a net operating loss carryforward of approximately $210,000. This loss will be available to offset future taxable income. If not used, this carryforward will expire through 2027 subject to IRS Code Section 382 limits. NOTE 6. COMMON STOCK In April 2005, the Company filed a Form SB-2 registration statement offering 800,000 units at $1.00 per unit. Each unit consists of one common share and one warrant to purchase one common share at $1.75 per share. The warrants are exercisable for 36 months and may be called at $.01 per warrant after 24 months from the date of the prospectus. As of December 31, 2006, the Company has sold 360,400 units for a total of $360,400. Warrants to purchase 60,000 common shares for a total consideration of $105,000 were exercised during the year ended December 31, 2006. 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. At December 31, 2007, there were 289,250 warrants outstanding. Stock Based Compensation Expenses 2007: In conjunction with the stock purchases during the three months ended September 30, 2007, pursuant to accounting rules and principles applicable to stock sales in related party transactions, the Company recorded a $60,074 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 19 the difference between "fair value" (as defined in the rules) and the selling price. Further, the transaction with the related party cannot 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. In the first quarter of 2007, the Company acted as an agent between a potential buyer and its shareholders on a sale of stock. The potential buyer did not execute in a timely manner, so the funds received were forfeited and distributed to the shareholders. NOTE 7. SALE OF SUBSIDIARY Income from discontinued operations of $82,319 less loss on the sale of the subsidiary of $35,085 is reflected on the statement of operations as income from discontinued operations of $47,234. 20 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None ITEM 8A. CONTROLS AND PROCEDURES. During the year ended December 31, 2007, 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 December 31, 2007. Based on this evaluation, our chief executive officer and chief principal financial officers have concluded such controls and procedures to be effective as of December 31, 2007 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. ITEM 8B. OTHER INFORMATION. None 21 PART III ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY Our bylaws provide that the number of directors who shall constitute the whole board shall be such number as the board of directors shall at the time have designated. We confirm that the number of authorized directors has been set at three pursuant to our bylaws. Each director shall be selected for a term of one year and until his successor is elected and qualified. Vacancies are filled by a majority vote of the remaining directors then in office with the successor elected for the unexpired term and until the successor is elected and qualified. The directors and executive officers are as follows: <TABLE> NAME POSITIONS HELD SINCE <s> <c> <c> Allerton Towne, age 66 Chief Executive Officer/ August 7, 2007 Director to present Frank R. Bauer, age 63 President/ Director Inception to present Norman H. Becker, age 70 Treasurer/CFO/Controller/ Inception Director to present Ricardo A. Rivera, age 37 Vice President/ Secretary/Director Inception To present </TABLE> BUSINESS EXPERIENCE OF OFFICERS AND DIRECTORS --------------------------------------------- Allerton Towne. From 1963 to 1975, Mr. Towne held various management positions with Ford Motor Company. They included distribution, sales planning and analysis, business management, and regional management. In 1975, Mr. Towne founded Drexel Leasing Corp. in Philadelphia, PA. He also established several retail ice cream shops in the tri-state area. Mr. Towne sold both businesses in 1981 and moved to Florida joining Conti-Commodity. A fully registered broker since 1983, Mr. Towne worked as a broker for Source Capital from 2000 to October 2006 specializing in IPOs, mergers and acquisitions and private placements. Mr. Towne earned a Bachelor of Science degree in business administration from Suffolk University in 1963. Frank R. Bauer has been president and director of Proguard Acquisition since inception. From 1988 to April 2004, he was vice president and director of Ram Ventures Holdings Corp., a management, consulting services and financial advisory services company until it was purchased by American Apparel and Accessories, Inc., an apparel company. Mr. Bauer has been vice president and director of Corrections Systems International, Inc., a dormant company without any current operations, since February 1988. Mr. Bauer was also president and chief executive officer of Specialty Device Installers, Inc., a privately held Florida 22 corporation engaged in outside plant utility and construction contracting. In September of 1996, Specialty Device Installers, Inc. was acquired by Guardian International, Inc. Since 2000, Mr. Bauer has been employed as president of Proguard Protection Services, Inc., a home security corporation and a former wholly owned subsidiary of Proguard Acquisition. Mr. Bauer received a Bachelor of Business Administration Degree from Stetson University in Deland, Florida in 1967. Norman H. Becker has been treasurer and director of Proguard Acquisition since inception. Mr. Becker was a director of Ram Ventures Holdings Corp from 1987 to the change of control in March 2004. On January 15, 1993, Mr. Becker was appointed Ram Ventures president. Norman H. Becker has been president and director of Corrections Systems International, Inc., a dormant company without any current operations, since February 1988. Since January 1985, Mr. Becker has also been self-employed in the practice of public accounting in Hollywood, Florida. Mr. Becker is a 1959 graduate of City College of New York (Bernard Baruch School of Business) and is a member of a number of professional accounting associations including the American Institute of Certified Public Accountants, the Florida Institute of Certified Public Accountants and the Dade Chapter of the Florida Institute of Certified Public Accountants. Ricardo A. Rivera has been vice president, secretary and a director of Proguard Acquisition since inception. Mr. Rivera has served as vice president for Professional Programmers, Inc., d/b/a/ Corrections Services, Inc. since January 1999. Once a public company called Corrections Services, Inc., Professional Programmers is now a private Florida corporation headquartered in Ft. Lauderdale, Florida. CSI has been involved in the manufacturing, marketing, implementation and support of electronic monitoring systems since November 1984. CSI has installed and implemented electronic monitoring programs for private and government agencies involved in work release, probation, parole, pre-trial, and juvenile offenders. Mr. Rivera has over 14 years experience in the electronic monitoring industry. Mr. Rivera began as a technician in 1989, repairing electronic monitoring equipment. 23 ITEM 10. EXECUTIVE COMPENSATION Executive Compensation The following shows the annual salaries, bonuses and stock options for our executive officers: <TABLE> SUMMARY COMPENSATION TABLE Annual Compensation Long-Term Compensation ------------------- ---------------------- Awards Payouts ----------------------------------------- Name and Other Restricted Options/ All Principal Annual Stock LTIP Other Position Year Salary Bonus(2) Compensation Awards SARS Payouts Compensation --------- ---- ------ -------- ------------ ---------- ---- -------- ------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> Allerton Towne 2007 -- -- -- -- -- -- -- CEO 2006 n/a n/a n/a n/a n/a n/a n/a 2005 n/a n/a n/a n/a n/a n/a n/a Frank R. Bauer 2007 -- -- -- -- -- -- -- Former CEO 2006 $78,708 -- -- -- -- -- -- 2005 $93,600 -- -- -- -- -- -- Norman H. Becker 2007 CFO(1) 2006 -- -- -- -- -- -- -- 2005 -- -- -- -- -- -- -- Ricardo A. Rivera 2007 VP 2006 -- -- -- -- -- -- -- 2005 -- -- -- -- -- -- -- All Executive Officers 2007 -- -- -- -- -- -- -- As a Group 2006 $78,708 4 Persons 2005 $93,600 -- -- -- -- -- -- </TABLE> (1) Norman H. Becker P.A., an entity controlled by Mr. Becker, an officer and director, was paid $12,080 for various accounting services during the year ending December 31, 2007. Option/SAR Grants in Last Fiscal Year <TABLE> <CAPTION> Individual Grants --------------------------------------------------------------------------------- <s> <c> <c> <c> <c> (a) (b) (c) (d) (e) Number of Securities % of Total Underlying Options/SARs Options/ Granted to SARs Employees in Exercise or Base Expiration Name Granted(#) Fiscal Year Price ($/Sh) Date Frank R. Bauer -- - -- -- Norman Becker -- - -- -- Allerton Towne -- - -- -- Ricardo A. Rivera -- - -- -- </TABLE> 24 Option/SAR Grants in Last Fiscal Year <TABLE> <s> <c> <c> <c> <c> (a) (b) (c) (d) (e) Number of Securities Value of Underlying Unexercised Unexercised In-the-Money Options/SARs Options/SARs at FY-End(#) FY-End($) Shares Acquired Exercisable/ Exercisable/ Name on Exercised(#) Value Realized($) Unexercisable Unexercisable --------------------------------------------------------------------------------------- Frank R. Bauer -- -- -- -- Norman Becker -- -- -- -- Allerton Towne -- -- -- -- Ricardo A. Rivera -- -- -- -- </TABLE> Messrs. Norman H. Becker and Allerton Towne devote approximately 10% of their time, respectively, to Proguard Acquisition's affairs. Frank R. Bauer currently devotes 20% of his time to Proguard Acquisition's and our former subsidiary's affairs. Ricardo A. Rivera currently devotes approximately 50% of his time to Proguard Acquisition. There are no employment agreements in effect or presently contemplated. We do not have any standard arrangements by which directors are compensated for any services provided as a director. No cash has been paid to the directors in their capacity as such. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tabulates holdings of shares of Proguard Acquisition by each person or entity who, subject to the above, as of December 31, 2007, holds of record or is known by management to own beneficially more than 5.0% of the common shares and, in addition, by all directors and officers of Proguard Acquisition, individually and as a group. Each named beneficial owner has sole voting and investment power with respect to the shares set forth opposite his name. <TABLE> <CAPTION> Name of Beneficial Owners Common Stock Beneficially Owned Percentage Owned <s> <c> <c> Allerton Towne 600,000 indirectly 20.00% 1960 NE 30th Court Lighthouse Point, FL 33064 Frank R. Bauer 565,000 18.83% 710 Cactus Flats Road Carbondale, Colorado 91623 Norman H. Becker 160,500 5.35% 1909 Tyler Street, #603 Hollywood, FL 33020 25 Ricardo A. Rivera 70,000 2.33% 1422 North Royal Cove Circle Davie, FL 33325 Directors and Officers, as a group 795,500 directly 26.52% 600,000 indirectly 20.00% --------- ------ Total Directors and Officers as a group 1,395,000 46.52% Other 5% holder Plymouth Capital, Inc.(1) 600,000 20.00% 17551 Weeping Willow Trail Boca Raton, FL 33487 </TABLE> Based upon 3,000,000 issued and outstanding as of December 31, 2007. 1. Plymouth Capital, Inc. is controlled by Allerton Towne, an officer and director of Proguard Acquisition. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During the year ended December 31, 2003, an officer advanced $6,500 to Proguard Acquisition for working capital purposes. The advance for $6,500 was repaid during 2003. In addition, an entity related to Proguard Acquisition advanced $50,000 in cash to Proguard Acquisition as evidenced by a note. This note is convertible into 150,000 shares of Proguard Acquisition's common stock at the holder's option at any time prior to the maturity date. The note bears interest at 8% per annum payable quarterly and matured on January 31, 2005. Subsequent to December 31, 2004, Proguard Acquisition entered into a new note agreement that eliminates the conversion feature and extends the maturity date to January 31, 2007. The note was repaid in full during the year ended December 31, 2006. In March 2004, an additional $50,000 was advanced to Proguard Acquisition by the related entity. This note is convertible into 150,000 shares of Proguard Acquisition's common stock at the holder's option at any time prior to the maturity date. The note bears interest at 8% per annum payable quarterly and was due March 15, 2006. This note has been extended to March 15, 2007. The note was repaid in full during the year ended December 31, 2006. During the year ended December 31, 2005, an entity related to the Proguard Acquisition advanced $20,000 to Proguard Acquisition as evidenced by a note bearing interest at 8% per annum until maturity. The principal and interest are due and payable on demand. The note was repaid in full during the year ended December 31, 2006. During 2007 and 2006, Proguard Acquisition incurred interest expense to the related entity totaling $0 and $9,262, respectively. 26 During the year ended December 31, 2007, Proguard Acquisition advanced monies to related parties in the amount of $120,474 including interest. The notes are payable on demand and bear interest at 8% per annum. During January 2008, $8,000 of these advances was repaid. During the year ended December 31, 2006, Proguard Acquisition paid an affiliated entity $21,000, in rent, administration and taxes. ITEM 13. EXHIBITS All of the following exhibits are incorporated by reference to Form SB- 2 and its amendments, file no. 333-123910. 3.i Articles of Incorporation 3.ii By-Laws 4.i Form of Specimen of common stock 4.ii Form of Warrant 10.1 Lease Agreement 10.2 GE Interlogix Authorized Dealer Agreement 10.3 Promissory Note dated January 31, 2005 10.4 Promissory Note dated March 15, 2004 10.5 Promissory Note dated January 31, 2003 The following exhibits are filed with this report 31 302 certifications 32 906 certifications 27 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Audit Fees. We incurred aggregate fees and expenses of $12,793 and $13,000 from Sherb & Co., LLP, respectfully for the 2007 and 2006 fiscal years. Such fees included work completed for our annual audit and for the review of our financial statements included in our Forms 10-KSB and 10-QSB. Tax Fees. We did not incur any aggregate tax fees and expenses from Sherb & Co., LLP for the 2007 and 2006 fiscal years for professional services rendered for tax compliance, tax advice, and tax planning. All Other Fees. We incurred non-audit related fees of $0 and $0 from Sherb & Co., LLP during fiscal 2007 and 2006. The Board of Directors, acting as the Audit Committee considered whether, and determined that, the auditor's provision of non-audit services was compatible with maintaining the auditor's independence. All of the services described above for fiscal years 2007 and 2006 were approved by the Board of Directors pursuant to its policies and procedures. We intend to continue using Sherb & Co., LLP solely for audit and audit-related services, tax consultation and tax compliance services, and, as needed, for due diligence in acquisitions. 28 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Proguard Acquisition has duly caused this Report to be signed on its behalf by the undersigned duly authorized person. Date: March 20, 2008 Proguard Acquisition Corp. /s/Allerton Towne ------------------------------ By: Allerton Towne/CEO In accordance with the requirements of the Securities Exchange Act of 1934, as amendment, this report has been signed by the following persons in the capacities and on the dates stated. <TABLE> <CAPTION> Proguard Acquisition Corp. (Registrant) <s> <c> By: /s/Frank R. Bauer Dated: March 20, 2008 Director By: /s/Norman Becker Dated: March 20, 2008 Controller, Chief Financial Officer Director By: /s/Ricardo A. Rivera Dated: March 20, 2008 Director By: /s/Allerton Town Dated: March 20, 2008 Director </TABLE> </TEXT> </DOCUMENT>