FORM 10-KSB
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

 [X]  15, ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934 for the fiscal year ended:
                   12/31/07

                      OR

 [ ]  15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
          SECURITIES EXCHANGE ACT OF 1934
      For the transition period from     to

Commission file number: 333-123910

Proguard Acquisition Corp.
--------------------------------------------
(Exact name of registrant as specified in its charter)


        FLORIDA                                33-1093761
----------------------                  ----------------------
(State or other jurisdiction              (I.R.S. Employer
of incorporation or organization         Identification Number)

3040 E. Commercial Blvd.
Ft. Lauderdale, FL                33308
--------------------------------------------
(Address of principal executive offices, Zip Code)

954-491-0704
--------------------------------------------
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  Common
Stock, $.001 par value

Check whether Proguard Acquisition(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act during
the preceding 12 months (or such shorter period that Proguard
Acquisition was required to file such reports), and (2) has been
subject to such filing requirements for at least the past 90 days.
     Yes [x] No [ ]

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Proguard Acquisition's
knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB.  [x]



<PAGE>2

Indicate by check mark whether Proguard Acquisition is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
     Yes [x] No [ ]

Proguard Acquisition's revenues for its most recent fiscal year were
$20,512.  The market value of Proguard Aquisition's voting $.001 par
value common stock held by non-affiliates of Proguard Aquisition was
approximately $164,500.

The number of shares outstanding of Proguard Acquisition's only class
of common stock, as of December 31, 2007 and January 31, 2008 was
3,000,000 shares and 3,000,000 shares of its $.001 par value common
stock, respectively.

 No documents are incorporated into the text by reference.

Transitional Small Business Disclosure Format (check one)
 Yes                No     x
     --------           --------




<PAGE>3

PART I

ITEM 1.  BUSINESS

We are currently not conducting any business and have had no operating
revenues since the sale of our wholly owned subsidiary.

Completion of Acquisition or Disposition of Assets

Prior to October 2, 2006, Proguard Acquisition, through our wholly
owned subsidiary, Proguard Protection Services, Inc. provided
professional protection to clients through installation and monitoring
of fire, intrusion and environmental security systems.  Proguard
Acquisition was incorporated in Florida in June 2004.

Proguard Protection was incorporated in Colorado on May 24, 2000.  On
July 1, 2004, the shareholders of Proguard Protection cancelled their
1,000,000 shares of outstanding Proguard Protection no par value common
stock and received 395,000 shares of Proguard Acquisition's restricted
$0.001 par value common stock.  Proguard Acquisition acquired 100
shares of the no par value common stock of Proguard Protection for $100
on July 1, 2004 pursuant to an oral agreement.  Effective July 1, 2004,
Proguard Protection became a wholly owned subsidiary of Proguard
Acquisition.  Prior to July 1, 2004, Proguard Protection provided
professional protection to clients through installation and monitoring
of fire, intrusion and environmental security systems and continues to
pursue the same business since its acquisition by Proguard Acquisition.

On October 2, 2006, we entered into a Common Stock Purchase and Sale
Agreement with Corrections Systems International, Inc., a privately
held Florida corporation in which CSII agreed to purchase and Proguard
Acquisition agreed to sell all of the issued and outstanding common
stock of its wholly-owned subsidiary, Proguard Protection Services,
Inc.  The purchase and sale transaction was completed on October 4,
2006 with the sale, transfer and conveyance of all of the issued and
outstanding PPSI capital stock to CSII in exchange for cash in the
amount of $250,000.  With completion of the purchase and sale
transaction, Proguard Acquisition terminated its material operations in
exchange for the cash purchase price.

The Purchaser in this disposition of assets transaction, is related to
Proguard Acquisition in that Proguard Acquisition's President and
Director, Mr. Frank Bauer, is also a Vice President and Director of the
Purchaser, CSII.  In addition, Mr. Norman Becker is the President of
CSII, a member of CSII's Board of Directors and is also a Vice
President and Director of Proguard Acquisition.  Neither Mr. Becker nor
Mr. Bauer received any direct or indirect remuneration or compensation
in Proguard Acquisition's disposition of its wholly-owned subsidiary,
PPSI, through purchase and sale of all of its capital stock to CSII.

In addition to the cross-relationship of the officers and directors,
Messrs. Becker and Bauer, to Proguard Acquisition and the Purchaser in
this transaction, the Purchaser, CSII, has been a long-term loan
creditor of the purchased subsidiary, holding, prior to the purchase
and sale transaction, an interest-only loan obligation of PPSI in the

<PAGE>4

unpaid principal amount of $100,000.  At completion of the subsidiary
purchase and sale transaction, the loan obligation of PPSI to the
Purchaser, CSII, was current.  Following closing of the transaction on
October 4, 2006, the subsidiary's loan obligation to the Purchaser,
CSII, was extinguished upon consolidation of CSII's financial
accounting.

In determining the purchase price of the subsidiary, PPSI, to be paid
by CSII and to be received by Proguard Acquisition, their respective
managements considered the original purchase price paid by Proguard
Acquisition to acquire PPSI in July of 2004, $100; the book value of
the subsidiary at the time of the transaction; the outstanding unpaid
principal loan amount owed by the subsidiary to the Purchaser and the
circumstance that that unpaid loan obligation would be extinguished
with completion of the purchase and sale transaction.  Following
consideration of all of those factors, the parties agreed to
disposition, sale and purchase of the subsidiary for a purchase price
amounting to book value plus an additional sum of approximately
$100,000.  Proguard Acquisition was informed that the source of funds
used by the Purchaser, CSII, to acquire Proguard Acquisition's
subsidiary was the Purchaser's working capital.  No part of the
consideration used was borrowed from a bank or otherwise.

Employees
---------

We presently have no full-time employees and no part-time employees.

ITEM 2.   PROPERTIES.

Our executive offices located at 3040 E. Commercial Boulevard, Fort
Lauderdale, FL 33308 consist of 900 square feet and are orally leased
from Financial Communications, Inc., an affiliated entity, at the rate
of $1,750 per month on a month-to-month basis.


ITEM 3.   LEGAL PROCEEDINGS.

Proguard Acquisition management is aware of no pending or threatened
litigation.  During the fourth quarter of the fiscal year ended
December 31, 2007, Proguard Acquisition was not a party to any legal
proceedings.


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

During the fourth quarter of the fiscal year ended December 31, 2007,
no matters were submitted to a vote of Proguard Acquisition's security
holders, through the solicitation of proxies.



<PAGE>5

PART II

ITEM 5.    MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Market Information.  Our common stock is listed on the NASD bulletin
board under the symbol "PGRD".

The approximate number of holders of record of Proguard Acquisition's
$.001 par value common stock, as of December 31, 2007 and January 31,
2008 was 43 shareholders and 46 warrant holders.

Dividends.  Holders of Proguard Acquisition's common stock are entitled
to receive such dividends as may be declared by its board of directors.
No dividends on Proguard Acquisition's common stock have ever been
paid, and Proguard Acquisition does not anticipate that dividends will
be paid on its common stock in the foreseeable future.


ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Effective July 1, 2004, Proguard Protection became a wholly owned
subsidiary of Proguard Acquisition.  The outstanding shares of Proguard
Protection, no par value common stock were canceled and Proguard
Acquisition acquired 100 shares of the no par value common stock of
Proguard Protection for $100 on July 1, 2004.

On October 2, 2006, we entered into a Common Stock Purchase and Sale
Agreement with Corrections Systems International, Inc., a privately
held Florida corporation in which CSII agreed to purchase and Proguard
Acquisition agreed to sell all of the issued and outstanding common
stock of its wholly-owned subsidiary, Proguard Protection Services,
Inc.  The purchase and sale transaction was completed on October 4,
2006 with the sale, transfer and conveyance of all of the issued and
outstanding PPSI capital stock to CSII in exchange for cash in the
amount of $250,000.  With completion of the purchase and sale
transaction, Proguard Acquisition terminated its material operations in
exchange for the cash purchase price.

Trends and Uncertainties.  We are no longer conducting any material
operations since the sale of our wholly owned subsidiary on October 4,
2006.  We have not yet determined what operations, if any, we intend to
pursue.

Financing Activities.  For the year ended December 31, 2007, Proguard
Acquisition received proceeds from sales of common stock of $5,462 and
proceeds from the exercise of warrants of $19,513.  In addition,
Proguard Acquisition made advances to related parties of $120,474
including interest.  As a result, Proguard Acquisition had net cash
used in financing activities of $(95,499).



<PAGE>6

For the year ended December 31, 2006, Proguard Acquisition received net
proceeds from the sale of common stock of $361,989 and proceeds from
the exercise of warrants of $105,000 resulting in net cash provided by
financing activities of $466,989.

Investing Activities.  For the year ended December 31, 2007 and 2006,
Proguard Acquisition did not pursue any investing activities.

Results of Operations.  For the years ended December 31, 2007 and 2006,
we did not receive any revenues from continuing operations.  We earned
interest income of $20,512 for the year ended December 31, 2007
compared to $10,747 for the year ended December 31, 2006.  We had a
loss on the sale of subsidiary of $(35,085) for the year ended December
31, 2006.

For the year ended December 31, 2007, we had a loss from continuing
operations of $(210,110) compared to ($155,056) for the year ended
December 31, 2006.

General and administrative expenses for the year ended December 31,
2007 were $230,622 compared to $165,803 for the prior year.  These
expenses principally consisted of professional and consulting fees,
office expense.  The increase in general and administrative expenses
was due to an increase in professional and consulting fees and office
expense.

For the years ended December 31, 2007 and 2006, we had income from
discontinued operations of $0 and $47,234, respectively.

As a result, we incurred a net loss of ($210,110) for the year ended
December 31, 2007 compared to net loss of $(113,526) for the year ended
December 31, 2006.



<PAGE>7

ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                        PROGUARD ACQUISITION CORP.
                                Index to
                   Financial Statements

                                                              Page
                                                           ----------

Report of Independent Registered Public Accounting Firm           8

Balance Sheet at December 31, 2007                                9

Statements of Operations for the years ended
 December 31, 2007 and 2006                                      10

Statement of Changes in Stockholders' Equity
 for the years ended December 31, 2007 and 2006                  11

Statements of Cash Flows for the years ended
 December 31, 2007 and 2006                                      12

Notes to Financial Statements                                    13




<PAGE>8


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
Proguard Acquisition Corp.
Ft. Lauderdale, Florida


We have audited the balance sheet of Proguard Acquisition Corp. as of
December 31, 2007, and the accompanying related statements of
operations, changes in stockholders' equity and cash flows for the
years ended December 31, 2007 and 2006. These financial statements are
the responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Proguard
Acquisition Corp. as of December 31, 2007 and the results of its
operations and its cash flows for the years ended December 31, 2007 and
2006, in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 1
to the financial statements, the Company has an accumulated deficit as
of December 31, 2007 and no source of revenue, which raises substantial
doubt about its ability to continue as a going concern.  Management's
plans concerning these matters are also described in Note 1.  The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

                                        /s/ Sherb & Co., LLP
February 28, 2008                       Certified Public Accountants
Boca Raton, Florida





<PAGE>9

PROGUARD ACQUISITION CORP.
Balance Sheet
December 31, 2007

ASSETS

Current assets:
   Cash                                                     $  208,406
   Due from affiliates                                         120,474
                                                            ----------
        Total current assets                                $  328,880
                                                            ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts Payable                                            $    2,250
                                                            ----------
Stockholders' equity:
   Preferred stock, $0.001 par value, 5,000,000 shares
       authorized, no shares issued or outstanding                  -
   Common stock, $0.001 par value, 50,000,000 shares
       authorized, 3,000,000 shares issued and outstanding       3,000
   Additional paid-in capital                                  701,647
   Accumulated deficit                                        (378,017)
                                                            ----------
                                                               326,630
                                                            ----------
                                                            $  328,880
                                                            ==========



See accompanying notes to the financial statements.



<PAGE>10
PROGUARD ACQUISITION CORP.
STATEMENTS OF OPERATIONS

                                              For the years ended
                                                 December 31,
                                            2007               2006
                                        ----------          ----------
Interest Income                         $   20,512          $   10,747
                                        ----------          ----------
                                           (20,512)         $  (10,747)
General and administrative
  expenses                                (230,622)           (165,803)
                                        ----------          ----------
LOSS FROM CONTINUING OPERATIONS           (210,110)           (155,056)
                                        ----------          ----------

DISCONTINUED OPERATIONS:
  Income from discontinued operations             -             47,234
                                        ----------          ----------

(LOSS) BEFORE (PROVISION)
  FOR INCOME TAXES                        (210,110)           (107,822)
(PROVISION) FOR INCOME TAXES                     -              (5,704)
                                        ----------          ----------
NET (LOSS)                              $ (210,110)         $ (113,526)
                                        ==========          ==========

Net (loss) per common share:
Loss from Continuing Operations         $     (.07)         $     (.06)
Gain from Discontinued Operations                -                 .02
                                        ----------          ----------
Basic and diluted (loss)
  per common share                      $     (.07)         $     (.04)
                                        ==========          ==========
Weighted average number of common
  shares and common equivalent shares
     Basic                               2,877,695           2,664,066
                                        ==========          ==========
     Diluted                             2,877,695           2,664,066
                                        ==========          ==========

See accompanying notes to the financial statements.



<PAGE>11

                     PROGUARD ACQUISITION CORP.
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
             FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006
<TABLE>
<CAPTION>
                                       Common Stock  Additional
                                       ------------    Paid-in    Accumulated
                                    Shares    Amount   Capital     Deficit     Total
                                    ------    ------   -------     ---------   -----
      
                            <c>         <c>       <c>         <c>        <c>
Balance, December 31, 2005       2,350,000   $  2,350  $ 151,849  $ (54,381) $ 99,818

common shares issued for cash      360,400        360    360,040          -   360,400

Exercise of common stock
  Warrants                          60,000         60    104,940          -   105,000

Net (Loss)                               -          -          -   (113,526) (113,526)
                                 ---------   --------  ---------  ---------  --------
Balance, December 31, 2006       2,770,400      2,770    616,829   (167,907)  451,692
                                 ---------   --------  ---------  ---------  --------

Exercise of common stock
  Warrants                          11,150         11     19,502          -    19,513

common shares issued for cash      218,450        219      5,242          -     5,461

Stock compensation                       -          -     60,074          -    60,074

Net (Loss)                               -          -          -   (210,110) (210,110)
                                 ---------   --------  ---------  ---------  --------
Balance, December 31, 2007       3,000,000   $  3,000  $ 701,647  $(378,017) $326,630
                                 =========   ========  =========  =========  ========
</TABLE>
See accompanying notes to the financial statements.



<PAGE>12
                     PROGUARD ACQUISITION CORP.
                      STATEMENTS OF CASH FLOWS

                                                  For the years ended
                                                    December 31,
                                                2007            2006
                                               ------          ------
Cash flows from operating activities:
 Net (loss) from continuing operations     $  (210,110)    $  (155,056)
                                           -----------     -----------
 Adjustments to reconcile net (loss) to
  net cash (used in) operating activities:
  Stock based compensation                      60,074               -
  Accrued interest due from affiliates          (7,474)              -
  Increase in accounts payable                       -           2,250
  Income from discontinued operations                -          47,234
  Changes in discontinued assets and
    liabilities from operations:
       Decrease in assets of
         discontinued operations                     -          30,684
                                            ----------      ----------
           Total adjustments to net (loss)      52,600         115,253
                                            ----------      ----------
  Net cash (used in) operating activities     (157,510)        (74,888)
                                            ----------      ----------
Cash flows from investing activities                 -               -
                                            ----------      ----------
Cash flows from financing activities:
 Proceeds from sale of common stock, net         5,461         361,989
 Proceeds from exercise of warrants             19,513         105,000
 Advances to affiliates                       (115,000)              -
 Repaid by affiliates                            2,000               -
                                           -----------      ----------
  Net cash provided by (used in) financing
    activities                                 (88,026)        466,989
                                            ----------      ----------
  Net increase(decrease) in cash              (245,536)        392,101

Cash, beginning of year                        453,942          61,841
                                            ----------      ----------
Cash, end of year                           $  208,406      $  453,942
                                            ==========      ==========

Supplemental cash flow information:
  Cash paid for interest                    $        -      $    9,262
                                            ==========      ==========
  Cash paid for income taxes                $        -      $        -
                                            ==========      ==========

See accompanying notes to the financial statements.



<PAGE>13
PROGUARD ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations.

The accompanying financial statements present the accounts of Proguard
Acquisition Corp. (the Company), formed in Florida in June 2004, and
Proguard Protection Services, Inc. (Protection), a Colorado corporation
and a previously wholly owned subsidiary of Proguard Acquisition Corp.
until its sale on October 4, 2006.  Proguard Protection was
incorporated May 2000 under the laws of the State of Colorado.

Cash and Cash Equivalents.

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

Net Income (Loss) Per Common Share.

The Company calculates net income (loss) per share as required by
Statement of Financial Accounting Standards (SFAS) 128, "Earnings per
Share."  Basic earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares
outstanding for the period.  During periods in which the Company incurs
losses, common stock equivalents, if any, are not considered, as their
effect would be anti-dilutive.

For the net-loss period ended December 31, 2007, we excluded any effect
of the 289,250 warrants as their effect would be anti-dilutive.

Income Taxes.

The Company follows SFAS 109 "Accounting for Income Taxes" for
recording the provision for income taxes.  Deferred tax assets and
liabilities are computed based upon the difference between the
financial statement and income tax basis of assets and liabilities
using the enacted marginal tax rate applicable when the related asset
or liability is expected to be realized or settled.  Deferred income
tax expenses or benefits are based on the changes in the asset or
liability each period.  If available evidence suggests that it is more
likely than not that some portion or all of the deferred tax assets
will not be realized, a valuation allowance is required to reduce the
deferred tax assets to the amount that is more likely than not to be
realized.  Future changes in such valuation allowance are included in
the provision for deferred income taxes in the period of change.

Concentrations.

The Company maintains cash in financial institutions insured by the
Federal Deposit Insurance Corporation ("FDIC") up to $100,000.  As of


<PAGE>14

December 31, 2007, the Company had approximately $108,000 in excess of
FDIC insured limits.  The Company had not experienced any losses in
such accounts.

Use of Estimates.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes.  Actual
results could differ from those estimates.

Stock-Based Compensation Expense.

Prior to January 1, 2006, the Company accounted for share-based awards
to employees using the intrinsic value method in accordance with
Accounting Principle Board Opinion No. 25, "Accounting for Stock issued
to Employees" and related interpretations and provided the pro forma
disclosure requirements of Statement of Financial Accounting Standards
No. 123, "Accounting For Stock-Based Compensation."

Effective January 1, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123 (revised 2004), Share Based Payment ("SFAS
No. 123R").  SFAS No. 123R establishes the financial accounting and
reporting standards for stock-based compensation plans.  The Company
adopted SFAS No. 123R using the modified prospective method, and,
therefore, prior periods were not restated.  Under the modified
prospective method, companies are required to record compensation
expense for (1) the unvested portion of previously issued awards that
remain outstanding at the initial date of adoption, which we did not
have, and (2) for any awards issued, modified or settled after the
effective date of the statement which we also did not have.  The
Company recognizes stock compensation expenses over the requisite
service period of the award, normally the vesting term of the options
which are generally immediately fully vested and exercisable.  As
required by SFAS No. 123R, the Company has recognized the cost
resulting from all stock-based payment transactions including shares
issued under its stock option plans in the financial statements.

Going Concern

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern which contemplates the
realization of assets and the satisfaction of liabilities in the normal
course of business.  The amounts of assets and liabilities in the
financial statements do not purport to represent realizable or
settlement values.  However, the Company has incurred an operating
loss.  Such loss may impair its ability to obtain additional financing.

This factor raises substantial doubt about the Company's ability to
continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
The Company has met its historical working capital requirements from



<PAGE>15

sale of capital shares.  However, there can be no assurance that such
financial support shall be ongoing or available on terms or conditions
acceptable to the Company.

Recent Accounting Pronouncements.

In February 2006, the FASB issued SFAS 155, which applies to certain
"hybrid financial instruments," which are instruments that contain
embedded derivatives.  The new standard establishes a requirement to
evaluate beneficial interests in securitized financial assets to
determine if the interests represent freestanding derivatives or are
hybrid financial instruments containing embedded derivatives requiring
bifurcation.  This new standard also permits an election for fair value
remeasurement of any hybrid financial instrument containing an embedded
derivative that otherwise would require bifurcation under SFAS 133.  The
fair value election can be applied on an instrument-by-instrument basis
to existing instruments at the date of adoption and can be applied to new
instruments on a prospective basis.  The adoption of SFAS No. 155 did not
have a material impact on the Company's financial position and results of
operations.

In March 2006, the FASB issued SFAS No. 156,"Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities".  This statement requires all separately recognized
servicing assets and servicing liabilities be initially measured at fair
value reflected in earnings or the amortization and impairment
requirements of Statement No. 140.  The subsequent measurement of
separately recognized servicing assets and servicing liabilities with
derivatives to qualify for hedge accounting treatment and eliminates the
characterization of declines in fair value as impairments or direct
write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006.  The adoption of this statement is
not expected to have a significant effect on the Company's future
reported financial position or results of operations.

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income Taxes,
an interpretation of FASB Statement No. 109."  This interpretation
provides guidance for recognizing and measuring uncertain tax positions,
as defined in SFAS No. 109, "Accounting for Income Taxes."  FIN No.
prescribes a threshold condition that a tax position must meet for any of
the benefit of an uncertain tax position to be recognized in the
financial statements.  Guidance is also provided regarding de-
recognition, classification, and disclosure of uncertain tax positions.
FIN No. 48 is effective for fiscal years beginning after December 15,
2006.  The Company does not expect that this interpretation will have a
material impact on its financial position, results of operations, or cash
flows.

In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements" ("FAS 157").  This Statement
defines fair value as used in numerous accounting pronouncements,
establishes a framework for measuring fair value in generally accepted

<PAGE>16

accounting principles and expands disclosure related to the use of fair
value measures in financial statements.  The Statement is to be effective
for the Company's financial statements issued in 2008; however, earlier
application is encouraged.  The Company is currently evaluating the time
of adoption and the impact that adoption might have on its financial
position or results of operations.


NOTE 2.  ACQUISITION AND SALE OF PROGUARD PROTECTION SERVICES, INC.

On July 1, 2004, the shareholders of Protection exchanged their
1,000,000 shares of outstanding Protection no par value common stock
and received 395,000 shares of the Company's restricted $0.001 par
value common stock.  Effective July 1, 2004, Protection became a wholly
owned subsidiary of the Company.

This acquisition of Protection, the accounting acquirer, by the Company a
non-operating entity, is considered in substance a capital transaction by
the issuance of 200,000 shares of common stock by Protection for the net
assets of the Company which consisted of cash of $9,889 and accounts
payable of $900 and was accounted for as a reverse acquisition.  No
goodwill or other intangible assets were recorded.  On this basis, the
historical financial statements, except share capital, as of and prior to
the acquisition date represent the operations of Protection.

On October 2, 2006, Proguard Acquisition entered into a Common Stock
Purchase and Sale Agreement with Corrections Systems International, Inc.,
a privately held Florida corporation in which CSII agreed to purchase and
Proguard Acquisition agreed to sell all of the issued and outstanding
common stock of its wholly-owned subsidiary, Proguard Protection
Services, Inc.  The purchase and sale transaction was completed on
October 4, 2006 with the sale, transfer and conveyance of all of the
issued and outstanding Proguard Protection capital stock to CSII in
exchange for cash in the amount of $250,000.  With completion of the
purchase and sale transaction, Proguard Acquisition terminated its
material operations in exchange for the cash purchase price.

Accordingly, all the assets, liabilities and operations of the subsidiary
have been reclassified as discontinued operations.

CSII, in this disposition of assets transaction, is related to Proguard
Acquisition in that Proguard Acquisition's President and Director, Mr.
Frank Bauer, is also a Vice President and Director of the Purchaser,
CSII.  In addition, Mr. Norman Becker is the president of CSII, a member
of CSII's board of directors and is also a vice president and director of
Proguard Acquisition.  Neither Mr. Becker nor Mr. Bauer received any
direct or indirect remuneration or compensation in the disposition of its
wholly-owned subsidiary, Proguard Protection, through purchase and sale
of all of its capital stock to CSII.

In addition to the cross-relationship of the officers and directors,
Messrs. Becker and Bauer, to Proguard Acquisition and CSII in this
transaction, CSII has been a long-term loan creditor of Proguard
Protection, holding, prior to the purchase and sale transaction, an

<PAGE>17

interest-only loan obligation of Proguard Protection in the unpaid
principal amount of $100,000.  At completion of the subsidiary purchase,
and sale transaction, the loan obligation of Proguard Protection to the
Purchaser, CSII, was current.  Following closing of the transaction on
October 4, 2006, the subsidiary's loan obligation to the Purchaser,
CSII, was extinguished upon consolidation of CSII's financial
accounting.


NOTE 3.  RELATED PARTY TRANSACTIONS

An entity related to the Company advanced $50,000 in cash to the
Company as evidenced by a note.  This note was convertible into 150,000
shares of the Company's common stock at the holder's option at any time
prior to the maturity date.  The note bore interest at 8% per annum
payable quarterly and matured on January 31, 2005.  During 2005, the
Company entered into a new note agreement that eliminates the
conversion feature and extended the maturity date to January 31, 2007.
The note was repaid during the year ended December 31, 2006.

During 2007 and 2006, the Company incurred interest expense to the
related entity totaling $0 and $9,262, respectively.

During the year ended December 31, 2007 and 2006, the Company paid an
affiliated entity $21,000 and $21,000, respectively, in rent,
administration and taxes.


NOTE 4.  DUE FROM AFFILIATE

Due from affiliates consists of $100,000 due from a former subsidiary,
$20,474 due from affiliates, including accrued interest of $7,474.


NOTE 5.  INCOME TAXES

The Company accounts for income taxes under SFAS 109, which requires
use of the liability method.  SFAS 109 provides that deferred tax
assets and liabilities are recorded based on the differences between
the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary differences.

Deferred tax assets and liabilities at the end of each period are
determined using the currently enacted tax rates applied to taxable
income in the periods in which the deferred tax assets and liabilities
are expected to be settled or realized.

The income tax expense (benefit) differs from the amount computed by
applying the U.S. federal income tax rate to net income (loss) before
income taxes for the years ended December 31, 2007 and 2006, as shown:



<PAGE>18

                                             2007        2006
                                            ------      ------
Tax expense (benefit) at the federal
   statutory rate                         $ 59,693     $66,549
Increase(decrease) in valuation allowance  (59,693)    (60,845)
                                          --------     -------
Tax expense (benefit)                     $      -     $ 5,704
                                          ========     =======

The components of the deferred tax asset and deferred tax liability at
December 31, 2007 and 2006 are as follows:

                                             2007         2006
                                            ------       ------
Deferred tax asset:
   Federal net operating loss
     carry forwards                       $ 210,110    $ 66,549
   State net operating loss carry
    forwards                                      -           -
   Valuation allowance                     (210,110)    (66,549)
                                           --------    --------
                                           $      -    $      -
                                           ========    ========

As of December 31, 2007, the Company has a net operating loss
carryforward of approximately $210,000. This loss will be available to
offset future taxable income.  If not used, this carryforward will
expire through 2027 subject to IRS Code Section 382 limits.


NOTE 6.  COMMON STOCK

In April 2005, the Company filed a Form SB-2 registration statement
offering 800,000 units at $1.00 per unit.  Each unit consists of one
common share and one warrant to purchase one common share at $1.75 per
share.  The warrants are exercisable for 36 months and may be called at
$.01 per warrant after 24 months from the date of the prospectus. As of
December 31, 2006, the Company has sold 360,400 units for a total of
$360,400.  Warrants to purchase 60,000 common shares for a total
consideration of $105,000 were exercised during the year ended December
31, 2006.

During the quarter ended March 31, 2007, 11,150 warrants were exercised
at a price of $1.75 per warrant and converted into 11,150 shares of
common stock for a total price of $19,513.

At December 31, 2007, there were 289,250 warrants outstanding.

Stock Based Compensation Expenses 2007:  In conjunction with the stock
purchases during the three months ended September 30, 2007, pursuant to
accounting rules and principles applicable to stock sales in related
party transactions, the Company recorded a $60,074 non-cash increase in
its "additional paid in capital" account and recorded non-cash
transaction expense for the same amount.  The accounting rules require
that in related party transactions, a non-cash expense be recorded for

<PAGE>19

the difference between "fair value" (as defined in the rules) and the
selling price.  Further, the transaction with the related party cannot
be considered to represent "fair value" and cannot be viewed as an
"arms-length transaction" for purposes of the application of the rule
and for the related computation.

In the first quarter of 2007, the Company acted as an agent between a
potential buyer and its shareholders on a sale of stock.  The potential
buyer did not execute in a timely manner, so the funds received were
forfeited and distributed to the shareholders.


NOTE 7.  SALE OF SUBSIDIARY

Income from discontinued operations of $82,319 less loss on the sale of
the subsidiary of $35,085 is reflected on the statement of operations
as income from discontinued operations of $47,234.



<PAGE>20

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None


ITEM 8A.  CONTROLS AND PROCEDURES.

During the year ended December 31, 2007, there were no changes in our
internal controls over financial reporting (as defined in Rule 13a-
15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we
conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of December 31, 2007.  Based on this evaluation, our chief executive
officer and chief principal financial officers have concluded such
controls and procedures to be effective as of December 31, 2007 to
ensure that information required to be disclosed by the issuer in the
reports that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under
the Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.


ITEM 8B.  OTHER INFORMATION.

None










<PAGE>21

PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Our bylaws provide that the number of directors who shall constitute
the whole board shall be such number as the board of directors shall at
the time have designated.  We confirm that the number of authorized
directors has been set at three pursuant to our bylaws.  Each director
shall be selected for a term of one year and until his successor is
elected and qualified.  Vacancies are filled by a majority vote of the
remaining directors then in office with the successor elected for the
unexpired term and until the successor is elected and qualified.

The directors and executive officers are as follows:
<TABLE>
NAME                           POSITIONS HELD              SINCE

                                 <c>                      <c>
Allerton Towne, age 66      Chief Executive Officer/      August 7, 2007
                                  Director               to present

Frank R. Bauer, age 63       President/ Director          Inception
                                                          to present

Norman H. Becker, age 70    Treasurer/CFO/Controller/     Inception
                                Director                  to present

Ricardo A. Rivera, age 37            Vice President/
                                  Secretary/Director          Inception
                                                              To present
</TABLE>

BUSINESS EXPERIENCE OF OFFICERS AND DIRECTORS
---------------------------------------------

Allerton Towne. From 1963 to 1975, Mr. Towne held various management
positions with Ford Motor Company.  They included distribution, sales
planning and analysis, business management, and regional management.
In 1975, Mr. Towne founded Drexel Leasing Corp. in Philadelphia, PA.
He also established several retail ice cream shops in the tri-state
area.  Mr. Towne sold both businesses in 1981 and moved to Florida
joining Conti-Commodity.  A fully registered broker since 1983, Mr.
Towne worked as a broker for Source Capital from 2000 to October 2006
specializing in IPOs, mergers and acquisitions and private placements.
Mr. Towne earned a Bachelor of Science degree in business
administration from Suffolk University in 1963.

Frank R. Bauer has been president and director of Proguard Acquisition
since inception.  From 1988 to April 2004, he was vice president and
director of Ram Ventures Holdings Corp., a management, consulting
services and financial advisory services company until it was purchased
by American Apparel and Accessories, Inc., an apparel company.  Mr.
Bauer has been vice president and director of Corrections Systems
International, Inc., a dormant company without any current operations,
since February 1988.  Mr. Bauer was also president and chief executive
officer of Specialty Device Installers, Inc., a privately held Florida

<PAGE>22

corporation engaged in outside plant utility and construction
contracting.  In September of 1996, Specialty Device Installers, Inc.
was acquired by Guardian International, Inc.  Since 2000, Mr. Bauer has
been employed as president of Proguard Protection Services, Inc., a
home security corporation and a former wholly owned subsidiary of
Proguard Acquisition.  Mr. Bauer received a Bachelor of Business
Administration Degree from Stetson University in Deland, Florida in
1967.

Norman H. Becker has been treasurer and director of Proguard
Acquisition since inception.  Mr. Becker was a director of Ram Ventures
Holdings Corp from 1987 to the change of control in March 2004.  On
January 15, 1993, Mr. Becker was appointed Ram Ventures president.
Norman H. Becker has been president and director of Corrections Systems
International, Inc., a dormant company without any current operations,
since February 1988.  Since January 1985, Mr. Becker has also been
self-employed in the practice of public accounting in Hollywood,
Florida.  Mr. Becker is a 1959 graduate of City College of New York
(Bernard Baruch School of Business) and is a member of a number of
professional accounting associations including the American Institute
of Certified Public Accountants, the Florida Institute of Certified
Public Accountants and the Dade Chapter of the Florida Institute of
Certified Public Accountants.

Ricardo A. Rivera has been vice president, secretary and a director of
Proguard Acquisition since inception.  Mr. Rivera has served as vice
president for Professional Programmers, Inc., d/b/a/ Corrections
Services, Inc. since January 1999.  Once a public company called
Corrections Services, Inc., Professional Programmers is now a private
Florida corporation headquartered in Ft. Lauderdale, Florida.  CSI has
been involved in the manufacturing, marketing, implementation and
support of electronic monitoring systems since November 1984.  CSI has
installed and implemented electronic monitoring programs for private
and government agencies involved in work release, probation, parole,
pre-trial, and juvenile offenders.  Mr. Rivera has over 14 years
experience in the electronic monitoring industry.  Mr. Rivera began as
a technician in 1989, repairing electronic monitoring equipment.



<PAGE>23

ITEM 10.  EXECUTIVE COMPENSATION

Executive Compensation

The following shows the annual salaries, bonuses and stock options for
our executive officers:
<TABLE>
                       SUMMARY COMPENSATION TABLE
                          Annual Compensation          Long-Term Compensation
                          -------------------          ----------------------
                                                   Awards                 Payouts
                                                -----------------------------------------
Name and                                           Other       Restricted        Options/      All
Principal                                          Annual        Stock           LTIP         Other
Position            Year    Salary   Bonus(2)   Compensation    Awards     SARS  Payouts   Compensation
---------           ----    ------   --------   ------------   ----------  ----  --------  ------------
<S>                 <C>     <C>      <C>        <C>            <C>         <C>   <C>          <C>

Allerton Towne      2007      --     --           --            --       --      --          --
CEO                 2006      n/a    n/a          n/a           n/a      n/a     n/a         n/a
                    2005      n/a    n/a          n/a           n/a      n/a     n/a         n/a

Frank R. Bauer      2007      --     --           --             --       --      --          --
Former CEO          2006 $78,708     --           --             --       --      --          --
                    2005 $93,600     --           --             --       --      --          --
Norman H. Becker    2007
CFO(1)              2006     --      --           --             --       --      --          --
                    2005     --      --           --             --       --      --          --

Ricardo A. Rivera   2007
VP                  2006     --      --           --             --       --      --          --
                    2005     --      --           --             --       --      --          --

All Executive
Officers            2007     --      --           --             --       --      --          --
As a Group          2006 $78,708
4 Persons           2005 $93,600     --           --             --        --      --         --
</TABLE>
(1) Norman H. Becker P.A., an entity controlled by Mr. Becker, an
officer and director, was paid $12,080 for various accounting services
during the year ending December 31, 2007.

               Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
                              Individual Grants
---------------------------------------------------------------------------------

                  <c>                <c>                  <c>                <c>
(a)                   (b)                (c)                 (d)                (e)
                   Number of
                   Securities         % of Total
                   Underlying         Options/SARs
                   Options/           Granted to
                   SARs               Employees in      Exercise or Base     Expiration
Name               Granted(#)         Fiscal Year       Price ($/Sh)            Date

Frank R. Bauer    --             -             --               --
Norman Becker     --             -             --               --
Allerton Towne    --             -             --               --
Ricardo A. Rivera --             -             --               --
</TABLE>


<PAGE>24

                Option/SAR Grants in Last Fiscal Year
<TABLE>

               <c>                <c>                  <c>                <c>
(a)                (b)                (c)                 (d)                (e)
                                                      Number of
                                                      Securities         Value of
                                                      Underlying         Unexercised
                                                      Unexercised        In-the-Money
                                                      Options/SARs       Options/SARs at
                                                      FY-End(#)          FY-End($)
                Shares Acquired                       Exercisable/       Exercisable/
Name            on Exercised(#)     Value Realized($) Unexercisable      Unexercisable
---------------------------------------------------------------------------------------
Frank R. Bauer       --            --           --             --
Norman Becker        --            --           --             --
Allerton Towne       --            --           --             --
Ricardo A. Rivera    --            --           --             --
</TABLE>
Messrs. Norman H. Becker and Allerton Towne devote approximately 10% of
their time, respectively, to Proguard Acquisition's affairs.  Frank R.
Bauer currently devotes 20% of his time to Proguard Acquisition's and
our former subsidiary's affairs.  Ricardo A. Rivera currently devotes
approximately 50% of his time to Proguard Acquisition.  There are no
employment agreements in effect or presently contemplated.

We do not have any standard arrangements by which directors are
compensated for any services provided as a director.  No cash has been
paid to the directors in their capacity as such.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following tabulates holdings of shares of Proguard Acquisition by
each person or entity who, subject to the above, as of December 31,
2007, holds of record or is known by management to own beneficially
more than 5.0% of the common shares and, in addition, by all directors
and officers of Proguard Acquisition, individually and as a group.
Each named beneficial owner has sole voting and investment power with
respect to the shares set forth opposite his name.
<TABLE>
<CAPTION>
Name of Beneficial Owners       Common Stock
                              Beneficially Owned   Percentage Owned


                              <c>                    <c>
Allerton Towne                600,000 indirectly       20.00%
1960 NE 30th Court
Lighthouse Point, FL 33064

Frank R. Bauer                565,000                  18.83%
710 Cactus Flats Road
Carbondale, Colorado 91623

Norman H. Becker              160,500                   5.35%
1909 Tyler Street, #603
Hollywood, FL 33020

<PAGE>25

Ricardo A. Rivera              70,000                   2.33%
1422 North Royal Cove Circle
Davie, FL 33325

Directors and Officers,
   as a group                 795,500 directly         26.52%
                              600,000 indirectly       20.00%
                            ---------                  ------
   Total Directors and
    Officers as a group     1,395,000                  46.52%

Other 5% holder

Plymouth Capital, Inc.(1)     600,000                  20.00%
17551 Weeping Willow Trail
Boca Raton, FL 33487
</TABLE>
Based upon 3,000,000 issued and outstanding as of December 31, 2007.

1.   Plymouth Capital, Inc. is controlled by Allerton Towne, an officer
and director of Proguard Acquisition.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended December 31, 2003, an officer advanced $6,500 to
Proguard Acquisition for working capital purposes.  The advance for
$6,500 was repaid during 2003.  In addition, an entity related to
Proguard Acquisition advanced $50,000 in cash to Proguard Acquisition
as evidenced by a note.  This note is convertible into 150,000 shares
of Proguard Acquisition's common stock at the holder's option at any
time prior to the maturity date.  The note bears interest at 8% per
annum payable quarterly and matured on January 31, 2005.  Subsequent to
December 31, 2004, Proguard Acquisition entered into a new note
agreement that eliminates the conversion feature and extends the
maturity date to January 31, 2007.  The note was repaid in full during
the year ended December 31, 2006.

In March 2004, an additional $50,000 was advanced to Proguard
Acquisition by the related entity.  This note is convertible into
150,000 shares of Proguard Acquisition's common stock at the holder's
option at any time prior to the maturity date.  The note bears interest
at 8% per annum payable quarterly and was due March 15, 2006.  This
note has been extended to March 15, 2007.  The note was repaid in full
during the year ended December 31, 2006.

During the year ended December 31, 2005, an entity related to the
Proguard Acquisition advanced $20,000 to Proguard Acquisition as
evidenced by a note bearing interest at 8% per annum until maturity.
The principal and interest are due and payable on demand.  The note was
repaid in full during the year ended December 31, 2006.

During 2007 and 2006, Proguard Acquisition incurred interest expense to
the related entity totaling $0 and $9,262, respectively.

<PAGE>26

During the year ended December 31, 2007, Proguard Acquisition advanced
monies to related parties in the amount of $120,474 including interest.
The notes are payable on demand and bear interest at 8% per annum.
During January 2008, $8,000 of these advances was repaid.

During the year ended December 31, 2006, Proguard Acquisition paid an
affiliated entity $21,000, in rent, administration and taxes.


ITEM 13.    EXHIBITS

All of the following exhibits are incorporated by reference to Form SB-
2 and its amendments, file no. 333-123910.

   3.i      Articles of Incorporation
   3.ii     By-Laws
   4.i      Form of Specimen of common stock
   4.ii     Form of Warrant
   10.1     Lease Agreement
   10.2     GE Interlogix Authorized Dealer Agreement
   10.3     Promissory Note dated January 31, 2005
   10.4     Promissory Note dated March 15, 2004
   10.5     Promissory Note dated January 31, 2003

The following exhibits are filed with this report
   31       302 certifications
   32       906 certifications




<PAGE>27

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.   We incurred aggregate fees and expenses of $12,793 and
$13,000 from Sherb & Co., LLP, respectfully for the 2007 and 2006 fiscal
years.  Such fees included work completed for our annual audit and for
the review of our financial statements included in our Forms 10-KSB and
10-QSB.

Tax Fees.   We did not incur any aggregate tax fees and expenses from
Sherb & Co., LLP for the 2007 and 2006 fiscal years for professional
services rendered for tax compliance, tax advice, and tax planning.

All Other Fees.   We incurred non-audit related fees of $0 and $0 from
Sherb & Co., LLP during fiscal 2007 and 2006.  The Board of Directors,
acting as the Audit Committee considered whether, and determined that,
the auditor's provision of non-audit services was compatible with
maintaining the auditor's independence.  All of the services described
above for fiscal years 2007 and 2006 were approved by the Board of
Directors pursuant to its policies and procedures.  We intend to
continue using Sherb & Co., LLP solely for audit and audit-related
services, tax consultation and tax compliance services, and, as needed,
for due diligence in acquisitions.




<PAGE>28

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Proguard Acquisition has duly caused
this Report to be signed on its behalf by the undersigned duly
authorized person.

Date:    March 20, 2008

Proguard Acquisition Corp.

/s/Allerton Towne
------------------------------
By: Allerton Towne/CEO

In accordance with the requirements of the Securities Exchange
Act of 1934, as amendment, this report has been signed by the
following persons in the capacities and on the dates stated.
<TABLE>
<CAPTION>
Proguard Acquisition Corp.
(Registrant)

                                                      <c>
By: /s/Frank R. Bauer                          Dated: March 20, 2008
    Director

By: /s/Norman Becker                           Dated: March 20, 2008
    Controller, Chief Financial Officer
    Director

By: /s/Ricardo A. Rivera                       Dated: March 20, 2008
     Director

By: /s/Allerton Town                           Dated: March 20, 2008
     Director
</TABLE>