SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended March 31, 2002

or

TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file No. 0-29501

Com-Guard.com, Inc.(Exact name of registrant as specified in its charter)

NEVADA(State or other jurisdiction of incorporation or organization)

33-0879853(IRS Employer ID No.)


2075 Corte del Nogal, Suite B
Carlsbad, California 92009(Address of principal executive offices)

Registrant's
Telephone Number, Including Area Code:(760) 431-2206

Check
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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  ý  No  o

The
number of shares outstanding of the registrant's common stock as of May 10, 2002 was 10,322,000.

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|                             |                                                                                               | PAGE                                                  
|---------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------
|PART IFINANCIAL INFORMATION |                                                                                               |                                                       
|                             | ITEM 1. FINANCIAL STATEMENTS                                                                  |                                                       
|                             | Balance Sheets                                                                                |                                                       
|                             |                                                                                               | March 31, 2002 (unaudited) and June 30, 2001 (audited)
|                             | Statements of Operations                                                                      |                                                       
|                             |                                                                                               | Three months ended March 31, 2002 and 2001 (unaudited)
|                             | Statements of Operations                                                                      |                                                       
|                             |                                                                                               | Nine months ended March 31, 2002 and 2001 (unaudited) 
|                             | Statements of Cash Flows                                                                      |                                                       
|                             |                                                                                               | Nine months ended March 31, 2002 and 2001 (unaudited) 
|                             | Notes to Financial Statements.                                                                |                                                       
|                             | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |                                                       
|                             | ITEM 3. QUANTITATIVE DISCLOSURES ABOUT MARKET RISK                                            |                                                       
|PART IIOTHER INFORMATION    |                                                                                               |                                                       
|                             | ITEM 1. LEGAL PROCEEDINGS                                                                     |                                                       
|                             | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                             |                                                       
|                             | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                       |                                                       
|                             | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |                                                       
|                             | ITEM 5. OTHER INFORMATION                                                                     |                                                       
|                             | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                      |                                                       
|SIGNATURES                   |                                                                                               | 14                                                    

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COM-GUARD.COM, INC.  (A Development Stage Entity)        BALANCE SHEETS

|                                               |                                                                                                                                             | 6/30/01                        |           | 3/31/02    |          
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | --------- | ---------- | ---------
|
|ASSETS                                         |                                                                                                                                             |                                |           |            |          
|Current assets                                 |                                                                                                                                             |                                |           |            |          
|                                               | Cash                                                                                                                                        |                                | $         | 1,990      |          
|                                               | Inventories                                                                                                                                 |                                |           | 764,330    |          
|                                               | Other                                                                                                                                       |                                |           |           |          
|                                               |                                                                                                                                             |                                |           |            |          
|                                               |                                                                                                                                             | Total current assets           |           |            | 766,320  
|                                               |                                                                                                                                             |                                |           |            |          
|                                               | Property and equipment, net                                                                                                                 |                                |           | 21,362     |          
|                                               | Other assets                                                                                                                                |                                |           |            |          
|                                               |                                                                                                                                             | Intangible asset               |           |            | 150,000  
|                                               |                                                                                                                                             |                                |           |            |          
|                                               | Total assets                                                                                                                                |                                | $         | 937,682    |          
|                                               |                                                                                                                                             |                                |           |            |          
|LIABILITIES AND SHAREHOLDERS' EQUITY           |                                                                                                                                             |                                |           |            |          
|Current liabilities                            |                                                                                                                                             |                                |           |            |          
|                                               | Loan payablebank                                                                                                                           |                                | $         | 24,000     |          
|                                               | Accounts payable                                                                                                                            |                                |           | 693,007    |          
|                                               | Accrued consulting                                                                                                                          |                                |           | 1,130,300  |          
|                                               |                                                                                                                                             |                                |           |            |          
|                                               |                                                                                                                                             | Total current liabilities      |           |            | 1,847,307
|                                               |                                                                                                                                             |                                |           |            |          
|Long term liabilities                          |                                                                                                                                             |                                |           |            |          
|                                               | Notes payable and accrued interest                                                                                                          |                                |           | 39,872     |          
|                                               |                                                                                                                                             |                                |           |            |          
|Total liabilities                              |                                                                                                                                             |                                | 1,887,179 |            |          
|Commitments and Contingencies                  |                                                                                                                                             |                                |           |            |          
|Stockholders' Deficiency                       |                                                                                                                                             |                                |           |            |          
|                                               | Common stock, $0.001 par value, 100,000,000 shares authorized; 10,322,000 shares issued and outstanding at June 30, 2001 and March 31, 2002 |                                |           | 10,322     |          
|                                               | Additional paid-in-capital                                                                                                                  |                                |           | 2,325,978  |          
|                                               | Accumulated deficit during development                                                                                                      |                                |           | (3,285,797 | )        
|                                               |                                                                                                                                             |                                |           |            |          
|                                               |                                                                                                                                             | Total shareholders' deficiency |           |            | (949,497 
|                                               |                                                                                                                                             |                                |           |            |          
|Total liabilities and Stockholders' Deficiency |                                                                                                                                             | $                              | 937,682   |            | $        
|                                               |                                                                                                                                             |                                |           |            |          

See
accompanying notes to financial statements

3

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COM-GUARD.COM, INC.  (A Development Stage Entity)        STATEMENTS OF OPERATIONS        (unaudited)

|                                                    |                                  | Three Months Ended March 31 |           
|--------------------------------------------------- | -------------------------------- | --------------------------- | ----------
|
|Revenues                                            |                                  | $                           |          
|Costs and expenses                                  |                                  |                             |           
|                                                    | Research and development         |                             |           
|                                                    | Provision to writedown inventory |                             |           
|                                                    | Consulting fees                  |                             |           
|                                                    | General, and administrative      |                             |           
|                                                    |                                  |                             |           
|Total costs and expenses                            |                                  |                             | 407,417   
|                                                    |                                  |                             |           
|Loss from operations                                |                                  |                             | (407,417  
|                                                    |                                  |                             |           
|Interest, net                                       |                                  |                             | 2         
|Provision for income taxes                          |                                  |                             |          
|Net loss                                            |                                  |                             | (407,415  
|                                                    |                                  |                             |           
|Net loss per share available to common shareholders |                                  |                             |           
|                                                    | Basic and Diluted                |                             | $         
|                                                    |                                  |                             |           
|Weighted average common shares                      |                                  |                             | 10,267,275

See
accompanying notes to financial statements.

4

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COM-GUARD.COM, INC.  (A Development Stage Entity)        STATEMENTS OF OPERATIONS        (unaudited)

|                                                    |                                  | Nine Months Ended March 31 |            |         |  
|--------------------------------------------------- | -------------------------------- | -------------------------- | ---------- | ------- | -
|
|
|Revenues                                            |                                  | $                          |           |         | $
|                                                    |                                  |                            |            |         |  
|Costs and expenses                                  |                                  |                            |            |         |  
|                                                    | Research and development         |                            |            | 109,732 |  
|                                                    | Provision to writedown inventory |                            |            | 239,313 |  
|                                                    | Consulting fees                  |                            |            | 547,900 |  
|                                                    | General, and administrative      |                            |            | 205,082 |  
|                                                    |                                  |                            |            |         |  
|                                                    |                                  |                            | 1,102,027  |         |  
|                                                    |                                  |                            |            |         |  
|Loss from operations                                |                                  |                            | (1,102,027 | )       |  
|                                                    |                                  |                            |            |         |  
|Interest, net                                       |                                  |                            | 82         |         |  
|Provision for income taxes                          |                                  |                            |            |         |  
|Net loss                                            |                                  |                            | (1,101,945 | )       |  
|                                                    |                                  |                            |            |         |  
|Net loss per share available to common shareholders |                                  |                            |            |         |  
|                                                    | Basic and Diluted                |                            | $          | (0.11   | )
|                                                    |                                  |                            |            |         |  
|Weighted average common shares                      |                                  |                            | 10,032,336 |         |  

See
accompanying notes to financial statements.

5

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COM-GUARD.COM, INC.  (A Development Stage Entity)        STATEMENTS OF CASH FLOWS        NINE MONTHS ENDED MARCH 31, 2002 AND 2001        (unaudited)

|                                                                        |                                           | Nine Months Ended March 31         |       |            |         
|----------------------------------------------------------------------- | ----------------------------------------- | ---------------------------------- | ----- | ---------- | --------
|
|
|Cash flows from operating activities                                    |                                           |                                    |       |            |         
|                                                                        | Net loss                                  |                                    | $     | (1,101,945 | )       
|Adjustments to reconcile net loss to net cash from operating activities |                                           |                                    |       |            |         
|                                                                        | Depreciation and amortization             |                                    |       | 8,997      |         
|                                                                        | Provision to write down inventory         |                                    |       | 239,313    |         
|                                                                        | Stock issued for services                 |                                    |       | 111,000    |         
|                                                                        | Stock issued for research and development |                                    |       |           |         
|                                                                        | Services provided as contributed capital  |                                    |       |           |         
|Changes in operating assets and liabilities                             |                                           |                                    |       |            |         
|                                                                        | Inventory                                 |                                    |       |           |         
|                                                                        | Other                                     |                                    |       |           |         
|                                                                        | Prepaid expenses                          |                                    |       |           |         
|                                                                        | Accounts payable and accrued liabilities  |                                    |       | 391,789    |         
|                                                                        |                                           |                                    |       |            |         
|                                                                        |                                           | Net cash from operating activities |       |            | (350,846
|                                                                        |                                           |                                    |       |            |         
|Cash flows from investing activities                                    |                                           |                                    |       |            |         
|                                                                        | Capital expenditures                      |                                    |       | (9,930     | )       
|                                                                        |                                           |                                    |       |            |         
|Cash flows from financing activities                                    |                                           |                                    |       |            |         
|                                                                        | Proceeds from loan payablebank           |                                    |       |            |         
|                                                                        | Repayment of loan payable                 |                                    |       |            |         
|                                                                        | Issuance of notes payable                 |                                    |       | 190,000    |         
|                                                                        | Proceeds from issuance of stock           |                                    |       | 150,000    |         
|                                                                        | Stockholder loans and advances            |                                    |       | 22,800     |         
|                                                                        |                                           |                                    |       |            |         
|                                                                        |                                           | Net cash from financing activities |       |            | 362,800 
|                                                                        |                                           |                                    |       |            |         
|Net increase (decrease) in cash and cash equivalents                    |                                           |                                    | 2,024 |            |         
|Cash, beginning of period                                               |                                           |                                    | 7,834 |            |         
|                                                                        |                                           |                                    |       |            |         
|Cash, end of period                                                     |                                           | $                                  | 9,858 |            | $       
|                                                                        |                                           |                                    |       |            |         
|Supplemental disclosure of cash flow information                        |                                           |                                    |       |            |         
|                                                                        | Interest paid                             |                                    |       |           |         
|                                                                        | Taxes paid                                |                                    |       |           |         

See
accompanying notes to financial statements.

6

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COM-GUARD.COM, INC.  (A Development Stage Entity)        NOTES TO FINANCIAL STATEMENTS

NOTE 1:    BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements of Com-Guard.com, Inc. (the "Company") have been prepared pursuant to the rules of
the Securities and Exchange Commission (the "SEC") for quarterly reports on Form 10-QSB and do not include all of the information and note disclosures required by generally accepted
accounting principles. These financial statements and notes herein are unaudited, but in the opinion of management, include all the adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. These financial statements should be read in conjunction with
the Company's audited financial statements and notes thereto for the year ended June 30, 2001. Interim operating results are not necessarily indicative of operating results for any future
interim period or for the full year.

The
Company was formed and incorporated in the state of Nevada on October 7, 1998 as e-WORLD SECURITY, INC. On April 16, 1999 the Company changed its
name to COM-GUARD.COM, INC. Planned principal operations of the Company have not yet commenced; activities to date have been limited to forming the Company, assembling a management
and consultant team, identifying markets, developing products, and obtaining initial capitalization. The Company intends to sell products that afford security protection to computer hardware and
software in microcomputers.

NOTE 2:    INVENTORIES

Inventories consist of work in process stated at the lower of cost (first-in, first-out) or market. During the quarter ended
March 31, 2002, the Company wrote-down inventories based on management's planned marketing and distribution strategies and the expected pricing of the related products.

NOTE 3:    NOTES PAYABLE

During the fiscal quarter ended March 31, 2002, the Company issued one convertible note for $90,000. The notes bear 7% interest and mature one year from
the date of issuance. The principal and unpaid interest is due at maturity. The note holders have the option to convert the all unpaid principal and interest to common stock at $1.00 per share, at any
time until the due date, at which time the right to convert expires.

NOTE 4:    COMMITMENTS AND CONTINGENCIES

The Company has minimal capital resources presently available to meet obligations that normally can be expected to be incurred by similar companies, and with
which to carry out its planned activities. These factors impact the Company's ability to operate. Management is seeking additional equity financing to fund planned operations; management believes
actions currently being taken provide the opportunity for the Company to operate. However, there is no assurance that the Company will be able to obtain such financing. The accompanying financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

7

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NOTE 5:    GOING CONCERN

As reflected in the accompanying financial statements, the Company has had continuing losses since inception of $4,700,668 and at March 31 2002, has a
working capital deficiency of $2,155,743, a stockholders' deficiency of $2,364,368 and a net loss for the nine months of $1,414,871. The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.

8

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this
Quarterly Report on Form 10-QSB. The discussion of the Company's business contained in this Quarterly Report on Form 10-QSB may contain certain projections,
estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed below at "Risks and Uncertainties." While this outlook represents
management's current judgment on the future direction of the business, such risks and uncertainties could cause actual results to differ materially from any future performance suggested below. The
Company undertakes no obligation to release publicly the results of any revisions to these forward-looking statements to reflect events or circumstances arising after the date hereof.

OVERVIEW

The Company was incorporated as e-World Security, Inc. in the State of Nevada on October 7, 1998. The Company's name was changed to
Com-Guard.com, Inc. and filed on April 16, 1999.

The
Company has limited operating history and is in the development stage. It's principal business is the exploitation of niche products for the microcomputer industry that provide
enhanced system security for both individual users and network administrators. The Company's initial product, Com-Guard, includes unique software and hardware that will enable
users to protect and limit access to data; and to provide a security system against tampering and unauthorized use of computers.

The
Com-Guard system monitors a computer or network and detects, through proprietary software and hardware, unauthorized attempts to use, tamper with, or remove
data or equipment. The system is designed to generate an alarm, which can be sent to any receiving device, including pagers, telephones, and other computers.

The
market for Com-Guard consists of individual users and industry. The popularity of the internet has created a need for both data security and access
limitations. Limiting access to sensitive and/or confidential files has grown to be a need for all users of microcomputers.

Home
automation, including systems to provide "internal" security to certain areas of a home or office, represents an additional market for Com-Guard. The
system, installed in a PC, has the ability to function as an internal home security system, controlling a series of sensors to protect against theft and intrusion, and child safety.

The
Company's business continues to be the development phase. Accordingly, quarter-to-quarter financial comparisons may be of limited usefulness now and for the
next several quarters as the Company prepares to launch and market its first products.

The
Company's current strategy is to develop, commercialize and distribute its products. To successfully execute its strategy, the Company will need to improve its working capital
position. The Company needs to raise additional funds to fully develop its business. There can be no assurance, however, that the Company will be able to complete any additional debt or equity
financing on favorable terms or at all, or that any such financings, if completed, will be adequate to meet the Company's capital requirements. Any additional equity or convertible debt financings
could result in substantial dilution to the Company's stockholders. If adequate funds are not available, the Company will be required to delay, reduce or eliminate some or all of its planned
activities. The Company's inability to fund its capital requirements would have a material adverse effect on the Company. Also See "Risks and Uncertainties" included in this discussion.

9

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RESULTS OF OPERATIONS

NET REVENUES

Revenues were $0 and $0 for the three month period ended March 31, 2002 and 2001, respectively. Revenues were $9,712 and $0 for the nine month period ended
March 31, 2002 and 2001, respectively.

RESEARCH AND DEVELOPMENT EXPENSES

For the three month period ended March 31, 2002 and 2001, research and development expenses were $33,750 and $35,629 respectively. For the nine month
period ended March 31, 2002 and 2001, research
and development expenses were $106,100 and $109,732, respectively. These expenses were due to expenditures to develop the Company's core technology.

PROVISION TO WRITE DOWN INVENTORIES

During the quarter ended March 31, 2002, the Company wrote-down inventories based on management's planned marketing and distribution strategies
and the expected pricing of the related products.

CONSULTING FEES

Consulting fees for the three month period ended March 21, 2002 and 2001 were $202,820 and $236,050 an increase of $33,230 or 14.1%. Consulting fees for
the six month period ended March 21, 2002 and 2001 were $624,796 and $547,900 and increase of $76,896 or 14.0%. This increase was due to increased consultants and fees during the current
periods.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses were $92,354 and $55,965 for the three month period ended March 31, 2002 and 2001, respectively, an increase of $36,389
or 39.4%. For the nine months period ended March 31, 2002 general and administrative expenses were $270,453 compared to $205,082 for the nine months ended March 31, 2001, an increase of
$65,371 or 24.5%. The increase was due to several factors related to building the business. More specifically, general and administrative expenses included related costs for general corporate
functions, including, facilities, legal, advertising, marketing related expenses, and other fees.

LIQUIDITY AND CAPITAL RESOURCES

The Company is in the development stage and has financed its operations primarily through cash generated from the sale of its stock and loans to the Company.

As
of March 31, 2002, the Company had working capital of ($2,154,743) as compared to working capital of ($1,080,987) at June 30, 2001. The $1,073,756 decrease in working
capital is due primarily to accumulated operating losses totaling $4,700,668 during development of its business.

The
Company's auditors have expressed their uncertainty as to the Company's ability to continue as a going concern. They cite the minimal capital resources available to meet existing and
anticipated obligations. In order to address this uncertainty, the Company has taken steps to raise additional funds to finance its operations.

10

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RISKS AND UNCERTAINTIES

Lack of Operations and Profitability.

The Company is in the development-stage and commenced pre-operating activities approximately one year ago. It has no history of operations or profits
in the industries in which it participates.

Uncertainty of Commercial Success.

Although the Company is optimistic about its revenue and profitability prospects, there can be no assurance of commercial success of its Com-Guard
product. Furthermore, the computer industry is characterized by rapid change and growth. There can be no assurance that the Company will be able to keep up with the pace of technological change or
fund its growth.

Competition.

The Company is subject to competition from other companies that may try to emulate or compete with similar products or services. These competitors have been in
the business longer than the Company and may have large executive and operating staffs. There can be no assurance that the Company's prospects will not be adversely affected by competition from these
companies.

Need for Additional Financing.

The Company will require additional financing in order to establish profitable, ongoing operations; there is no assurance that such financing will be available
or, if available, that it can be obtained on terms favorable to the Company.

Dependence on Management.

The Company is largely dependent upon the efforts and abilities of Dr. Edward W. Savarese and there can be no assurance that the Company can be successful
in operating the Company should the services of Dr. Savarese be unavailable. Dr. Savarese has had extensive experience in marketing, sales and financing. He has managed for
Hewlett-Packard and has extensive contacts in the computer industry.

Dividends.

The Company has never paid a cash dividend on its common stock. The Company is not obligated to pay a dividend on its common stock and does not anticipate payment
of any dividends for the foreseeable future. The Company anticipates retaining its earnings to finance its operations, growth, and expansion.

No Assurance of Public Market; Potential Volatility of Stock Price.

There currently is no public trading market for the Company's common stock. There can be no assurance that an active public trading market can be established or
sustained. Furthermore, if a public market for the common stock is established, the shares could be subject to significant fluctuations in response to operating results and other factors, many of
which are not within the control of the Company.

Dependence on Proprietary Technology; Risks of Third Party Infringement Claims.

Although the Company has received patent protection, there can be no assurance that the Company's measures to protect its current proprietary rights will be
adequate to prevent misappropriation of such rights or that the Company's competitors will not independently develop or

11

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patent technologies that are substantially equivalent to or superior to the Company's technologies. Additionally, although the Company believes that its products and technologies do not infringe upon
the proprietary rights of any third parties, there can be no assurance that third parties will not assert infringement claims against products and technologies that the Company licenses, or has the
rights to use, from third parties. Any such claims, if proved, could materially and adversely affect the Company's business and results of operations. In addition, though any such claims may
ultimately prove to be without merit, the necessary management attention to, and legal costs associated with litigation or other resolution of such claims could materially and adversely affect the
Company's business and results of operations.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

12

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PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



13

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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 13, 2002 |  | COM-GUARD.com, INC.
|------------------- |  | -------------------
|                    |  | By:                

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