PROGUARD ACQUISITION CORP (PGRD) - Description of business

Company Description
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 AssetsPrior 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 April 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 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 is 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.