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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-QSB/A1

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

For The Quarterly Period Ended September 30, 2002

or

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

Commission file No. 0-29501

GRAPHIC

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

|NEVADA                                                                                           |  | 33-0879853           
|------------------------------------------------------------------------------------------------ |  | ---------------------
|(State or other jurisdiction of
incorporation or organization)                                   |  | (IRS Employer ID No.)
|2075 Corte del Nogal, Suite R
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 November 10, 2002, was 14,947,003.

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|                             |                                                                                                                          | Page
|---------------------------- | ------------------------------------------------------------------------------------------------------------------------ | ----
|PART IFINANCIAL INFORMATION |                                                                                                                          |     
|                             | ITEM 1.    FINANCIAL STATEMENTS                                                                                          |     
|                             | Balance Sheets
        September 30, 2002 (unaudited) and June 30, 2002 (audited)                                        |     
|                             | Statements of Operations
        Three months ended September 30, 2002 and 2001 (unaudited)                              |     
|                             | Statements of Cash Flows
        Three months ended September 30, 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.    CONTROLS AND PROCEDURES                                                                                       |     
|                             | 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                   |                                                                                                                          | 12  

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

|                                               |                                                                                                                                                           | 6/30/02                        |           | 9/30/02    |           
|---------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | --------- | ---------- | ----------
|
|ASSETS                                         |                                                                                                                                                          
|Current assets                                 |                                                                                                                                                           |                                |           |            |           
|                                               | Cash                                                                                                                                                      |                                | $         | 82,281     |           
|                                               | Inventories                                                                                                                                               |                                |           | 300,000    |           
|                                               | Related party receivable                                                                                                                                  |                                |           | 8,528      |           
|                                               |                                                                                                                                                           |                                |           |            |           
|                                               |                                                                                                                                                           | Total current assets           |           |            | 390,809   
|                                               | Property and equipment, net                                                                                                                               |                                |           | 11,786     |           
|                                               | Deferred offering costs                                                                                                                                   |                                |           | 5,000      |           
|                                               |                                                                                                                                                           |                                |           |            |           
|                                               | Total assets                                                                                                                                              |                                | $         | 407,595    |           
|                                               |                                                                                                                                                           |                                |           |            |           
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY       |                                                                                                                                                          
|Current liabilities                            |                                                                                                                                                           |                                |           |            |           
|                                               | Loan payablebank                                                                                                                                         |                                | $         | 22,036     |           
|                                               | Accounts payable and accrued liabilities                                                                                                                  |                                |           | 856,551    |           
|                                               | Accrued consulting                                                                                                                                        |                                |           | 2,155,850  |           
|                                               | Notes payable                                                                                                                                             |                                |           | 127,500    |           
|                                               | Notes payablestockholders                                                                                                                                |                                |           | 180,967    |           
|                                               |                                                                                                                                                           |                                |           |            |           
|                                               |                                                                                                                                                           | Total current liabilities      |           |            | 3,342,904 
|                                               |                                                                                                                                                           |                                |           |            |           
|Long term liabilities                          |                                                                                                                                                           |                                |           |            |           
|                                               | Notes payable                                                                                                                                             |                                |           | 92,443     |           
|                                               |                                                                                                                                                           |                                |           |            |           
|                                               |                                                                                                                                                           | Total long term liabilities    |           |            | 92,443    
|                                               |                                                                                                                                                           |                                |           |            |           
|Total liabilities                              |                                                                                                                                                           |                                | 3,435,347 |            |           
|                                               |                                                                                                                                                           |                                |           |            |           
|Commitments and contingencies                  |                                                                                                                                                           |                                |           |            |           
|Stockholders' deficiency                       |                                                                                                                                                           |                                |           |            |           
|                                               | Common stock, $0.001 par value, 100,000,000 shares authorized; 10,322,000 and 10,322,000 shares issued and outstanding at June 30, and September 30, 2002 |                                |           | 10,322     |           
|                                               | Common stock to be issued, $.001, 35,000 at June 30, and 4,659,000 at September 30, 2002                                                                  |                                |           | 35         |           
|                                               | Additional paid-in-capital                                                                                                                                |                                |           | 2,350,443  |           
|                                               | Deficit accumulated during development stage                                                                                                              |                                |           | (5,388,552 | )         
|                                               |                                                                                                                                                           |                                |           |            |           
|                                               |                                                                                                                                                           | Total stockholders' deficiency |           |            | (3,027,752
|                                               |                                                                                                                                                           |                                |           |            |           
|Total liabilities and stockholder's deficiency |                                                                                                                                                           | $                              | 407,595   |            | $         
|                                               |                                                                                                                                                           |                                |           |            |           

See
notes to financial statements.

2

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

|                                                    |                                   | Three Months Ended
September 30, |            | From the
period from
October 7, 1998
(Inception),
through
September 30, |  
|--------------------------------------------------- | --------------------------------- | -------------------------------- | ---------- | ----------------------------------------------------------------------- | -
|
|Revenues                                            |                                   |                                  |            |                                                                         |  
|                                                    | Product sales                     |                                  | $          | 9,712                                                                   |  
|                                                    |                                   |                                  |            |                                                                         |  
|Costs and expenses                                  |                                   |                                  |            |                                                                         |  
|                                                    | Research and development          |                                  |            | 38,400                                                                  |  
|                                                    | Provision to write down inventory |                                  |            | 154,771                                                                 |  
|                                                    | Consulting fees                   |                                  |            | 206,516                                                                 |  
|                                                    | Salaries                          |                                  |            |                                                                         |  
|                                                    | Other general, and administrative |                                  |            | 102,790                                                                 |  
|                                                    |                                   |                                  |            |                                                                         |  
|Total operating expenses                            |                                   |                                  | 502,477    |                                                                         |  
|                                                    |                                   |                                  |            |                                                                         |  
|Loss from operations                                |                                   | $                                | (492,765   | )                                                                       | $
|                                                    |                                   |                                  |            |                                                                         |  
|Other income (expense), net                         |                                   |                                  | (660       | )                                                                       |  
|                                                    |                                   |                                  |            |                                                                         |  
|Provision for income taxes                          |                                   |                                  |           |                                                                         |  
|                                                    |                                   |                                  |            |                                                                         |  
|Net loss                                            |                                   | $                                | (493,425   | )                                                                       | $
|                                                    |                                   |                                  |            |                                                                         |  
|Net loss per share available to common shareholders |                                   |                                  |            |                                                                         |  
|                                                    | Basic and Diluted                 |                                  | $          | (0.05                                                                   | )
|                                                    |                                   |                                  |            |                                                                         |  
|Weighted average common shares                      |                                   |                                  | 10,322,000 |                                                                         |  
|                                                    |                                   |                                  |            |                                                                         |  

See
notes to financial statements.

3

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COM-GUARD.COM, INC.  (A Development Stage Entity)  STATEMENTS OF CASH FLOWS  THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001  (unaudited)

|                                                 |                                         | Three Months Ended
September 30,            |                                          | From the
period from
October 7, 1998
(Inception),
through
September 30, |        
|------------------------------------------------ | --------------------------------------- | ------------------------------------------- | ---------------------------------------- | ----------------------------------------------------------------------- | -------
|
|Cash flows from operating activities             |                                         |                                             |                                          |                                                                         |        
|                                                 | Net loss                                |                                             | $                                        | (493,425                                                                | )      
|Adjustments to reconcile net loss to net cash    |                                         |                                             |                                          |                                                                         |        
|                                                 | Used in operating activities            |                                             |                                          |                                                                         |        
|                                                 |                                         | Depreciation                                |                                          |                                                                         | 2,999  
|                                                 |                                         | Provision to write down inventory           |                                          |                                                                         | 154,771
|                                                 |                                         | Impairment of intangible asset              |                                          |                                                                         |        
|                                                 |                                         | Stock issued for services                   |                                          |                                                                         |        
|                                                 |                                         | Stock issued for research and development   |                                          |                                                                         |        
|                                                 |                                         | Services provided as contributed capital    |                                          |                                                                         |       
|                                                 |                                         | Beneficial conversion on note feature       |                                          |                                                                         |        
|                                                 |                                         | Changes in operating assets and liabilities |                                          |                                                                         |        
|                                                 |                                         |                                             | Related party receivable                 |                                                                         |        
|                                                 |                                         |                                             | Inventory                                |                                                                         |        
|                                                 |                                         |                                             | Deferred offering costs                  |                                                                         |        
|                                                 |                                         |                                             | Accrued interest                         |                                                                         |        
|                                                 |                                         |                                             | Accounts payable and accrued liabilities |                                                                         |        
|                                                 |                                         |                                             | Accrued consulting                       |                                                                         |        
|                                                 |                                         |                                             |                                          |                                                                         |        
|                                                 |                                         |                                             |                                          | Net cash used in operating activities                                   |        
|                                                 |                                         |                                             |                                          |                                                                         |        
|Cash flows from investing activities             |                                         |                                             |                                          |                                                                         |        
|                                                 | Capital expenditures                    |                                             |                                          | (1,023                                                                  | )      
|                                                 |                                         |                                             |                                          |                                                                         |        
|Cash flows from financing activities             |                                         |                                             |                                          |                                                                         |        
|                                                 | Proceeds from loan payablebank         |                                             |                                          |                                                                         |        
|                                                 | Proceeds from issuance of notes payable |                                             |                                          | 76,943                                                                  |        
|                                                 | Repayment of notes payable              |                                             |                                          |                                                                         |        
|                                                 | Proceeds from issuance of stock         |                                             |                                          |                                                                         |        
|                                                 | Proceeds from stock to be issued        |                                             |                                          |                                                                         |        
|                                                 | Stockholder loans and advances          |                                             |                                          | (707                                                                    | )      
|                                                 |                                         |                                             |                                          |                                                                         |        
|                                                 |                                         |                                             |                                          | Net cash provided by financing activities                               |        
|                                                 |                                         |                                             |                                          |                                                                         |        
|Net increase in cash and cash equivalents        |                                         |                                             | 9,963                                    |                                                                         |        
|Cash, beginning of period                        |                                         |                                             | 1,990                                    |                                                                         |        
|                                                 |                                         |                                             |                                          |                                                                         |        
|Cash, end of period                              |                                         | $                                           | 11,953                                   |                                                                         | $      
|                                                 |                                         |                                             |                                          |                                                                         |        
|Supplemental disclosure of cash flow information |                                         |                                             |                                          |                                                                         |        
|                                                 | Interest paid                           |                                             |                                          |                                                                        |        
|                                                 | Taxes paid                              |                                             |                                          |                                                                        |        

See
notes to financial statements.

4

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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, 2002. 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
September 30, 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:    PRIVATE PLACEMENT

During the period ended September 30, 2002, the Company commenced a private placement share offering wherein it offered to accredited investors units for a
minimum amount of 3,000,000 shares and 1,500,000 warrants and a maximum amount of 6,000,000 shares of common stock and 3,000,000 warrants. Each unit consists of 300,000 shares of common stock at $.35
and 150,000 five-year warrants convertible at $.70, although the Company may accept, at their discretion, subscriptions for lesser amounts.    As of September 30, 2002,
the Company sold 4,125,003 shares (which is included in common stock to be issued) and 2,062,501 warrants for net proceeds of $1,240,838 which included $519,029 for stock not yet issued as of
September 30, 2002 and $721,809 for warrants. As of September 30, 2002 no warrants have been exercised. The fair market value of the warrants, aggregating $721,809 was estimated on the
grant date using the Black-Scholes option pricing model as required by FASB 123 with the following weighted average assumptions: expected dividend yield 0% volatility 355% risk-free
interest rate 3.75%, expected option life 5 years. The Company will issue 500,000 shares of common stock, valued at $175,000, in payment of offering costs incurred. The value assigned to this
stock was based on the private placement offering of $.35 per share. The value of the common stock has been charged to equity as direct costs to the offering.

NOTE 4:    COMMITMENTS AND CONTINGENCIES

The Company has limited 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.

5

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These factors may impact the Company's ability to operate. Management is seeking increased sales to fund planned operations; management believes actions currently being taken provide the opportunity
for the Company to grow. However, there is no assurance that the Company will be able to obtain such increased sales. The accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

NOTE 5:    GOING CONCERN

As reflected in the accompanying financial statements, the Company has had continuing losses since inception of $5,704,695 and at September 30 2002, has a
working capital deficiency of $588,980, a stockholders' deficiency of $669,637 and a net loss for the three months of $316,143. 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.

6

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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. Its 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.

7

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NET REVENUES

Revenues were $377 and $9,712 for the three month period ended September 30, 2002 and 2001, respectively. Sales for the three months ended
September 30, 2002 were from product sales.

RESEARCH AND DEVELOPMENT EXPENSES

For the three month period ended September 30, 2002 and 2001, research and development expenses were $18,495 and $38,400, respectively. The Company
continues to develop new improvements to its products.

PROVISION TO WRITE DOWN INVENTORIES

During the quarter ended September 30, 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 September 30, 2002 and 2001 were $83,736 and $206,516 a decrease of $122,780. This decrease was due to the
Company commencing salary for key personnel.

SALARIES

Salaries for the three month period ended September 30, 2002 and 2001 were $46,706 and $0. The increase was due to the Company commencing salary for key
personnel during the quarter.

OTHER GENERAL AND ADMINISTRATIVE EXPENSES

Other general and administrative expenses were $94,009 and $102,790 for the three month period ended September 30, 2002 and 2001, respectively. General and
Administrative expenses include 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.

As
of September 30, 2002, the Company's working capital deficiency was $588,980 as compared to a working capital deficit of $2,952,095 at June 30, 2002. The increase in
working capital is due primarily to the Company raising capital through a private placement offering during the period.

The
Company's auditors have expressed their uncertainty as to the Company's ability to continue as a going concern. They cite the limited capital resources available to meet existing and
anticipated obligations. The Company continues to take steps to increase sales to finance its operations.

At
September 30, 2002, the Company had no material commitments for capital expenditures.

RISKS AND UNCERTAINTIES

Business is capital intensive, and will require additional financing

Operations are capital intensive and growth will consume a substantial portion of available working capital. The Company may require additional capital in order
to fund operations. The Company does not have any commitments for additional financing and there can be no assurance that such additional

8

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funding, if required, will be available, or if available, will be available upon favorable terms. Insufficient funds may prevent the Company from implementing their business strategy. In the event we
raise additional funds through the issuance of equity securities, dilution to the then existing stockholders will result and future investors may be granted rights superior to those of existing
stockholders.

Lack of operations and profitability

The Company is in the development-stage and commenced pre-operating activities approximately three years 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. The introduction of similar or
superior products by current or future competitors could have a material adverse effect on the Company's business and financial condition.

Dependence on Management

Future success depends on the continued services of Dr. Edward W. Savarese, Chief Executive Officer and Joe Sigismonti, President and Chief Operating
Officer. While the Company intends to enter into customary employment agreements with each of them, the loss of any of their services would be detrimental and could have a material adverse effect on
the business, financial condition and results of operations. Future success is also dependent on the Company's ability to identify, hire, train and retain other qualified managerial and other
employees. Competition for these individuals is intense and increasing. The Company may not be able to attract, assimilate, or retain qualified technical and managerial personnel and our failure to do
so could have a material adverse effect on the business, financial condition and results of operations.

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.

9

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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 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.

The Results Of Research And Development Efforts Are Uncertain

The Company will need to make significant research and development expenditures to remain competitive. While we perform extensive usability and beta testing of
new products, the products we are currently developing or may develop in the future may not be technologically successful. If they are not technologically successful, the resulting products may not
achieve market acceptance and these products may not compete effectively with products of competitors currently in the market or introduced in the future.

Reliance On Third Party Technologies

The Company's software products are designed to run on multiple operating systems and integrate with security products from other vendors. Although the Company
believes that the target operating systems and products are and will be widely utilized by businesses in the corporate market, no assurances can be given that these businesses will actually adopt such
technologies as anticipated or will not in the future migrate to other computing technologies that we do not support. Moreover, if the Company's products and technology are not compatible with new
developments from these companies, as to which there can be no assurances, the business, results of operations and financial condition could be materially and adversely affected. If the Company is
unable to successfully and timely develop products that operate under existing or new operating systems, or if pending or actual releases of the new operating systems delay the purchase of products,
future net revenues and operating results could be materially adversely affected. Additionally, as hardware vendors incorporate additional server-based network management and security tools into
network operating systems, the demand may decrease for some products, including those currently under development.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

PART IIOTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

None.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

None

10

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ITEM 3.    CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. Edward W. Savarese, our Chief Executive Officer and Gerry B. Berg, our Chief Financial Officer, have preformed
an evaluation of the Company's disclosure and procedures, as that term is defined in Rule 13a-14c of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), within 90 days of the date of
this report and each has concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act
is recorded, processed, summarized and reported, within the time period specified by the Securities and Exchange Commission's rules and regulations.

Changes in internal controls. No significant changes in the Company's internal controls or in other factors that could significantly affect these controls were made as a result of the
evaluation.

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





11

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER  AND CHIEF FIANCIAL OFFICER  PURSUANT TO  18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that this periodic report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition
and results of operations of Com-Guard.com, Inc.

|                      |  | COM-GUARD.com, INC.
|--------------------- |  | -------------------
|                      |  |                    
|DATED: April 30, 2003 |  | By:                
|                      |  |                    
|DATED: April 30, 2003 |  | By:                

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: April 30, 2003

COM-GUARD.com,
INC.

|    |                                                                                                    | 
|--- | -------------------------------------------------------------------------------------------------- | 
|By: | /s/EDWARD W. SAVARESEEdward W. Savarese Chief Executive
Officer                                    | 
|    |                                                                                                    | 
|By: | /s/GERRY B. BERGGerry B. Berg Chief Financial Officer
(Principal Financial and Accounting Officer) | 

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Certification

I,
Edward Savarese, certify that:





Date:    April 30, 2003

| |  | By: | /s/EDWARD W. SAVARESEEdward W. Savarese
Chief Executive Officer
| |  | --- | ---------------------------------------------------------------

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Certification

I,
Gerry Berg, certify that:





Date:    April 30, 2003

| |  | By: | /s/GERRY B. BERGGerry B. Berg
Chief Financial Officer
| |  | --- | -----------------------------------------------------

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