UNITEDSTATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 

----

FORM10-K 

| (Mark One)                      |  |                                                                               |
|---------------------------------|--|-------------------------------------------------------------------------------|
|      X |  | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 |
|            |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------------------------------------------------------------|--|-----------------------------------------------------------------------------------------|

Proguard Acquisition Corp.(Exact name of registrant as specified in itscharter)

|                                                              |        |                                    |
|--------------------------------------------------------------|--------|------------------------------------|
| Florida                                                      |   | 33-1093761                         |
| (Stateor other jurisdiction ofincorporation or organization) |   | (I.R.S.employeridentification no.) |
| 3040 E.Commercial Blvd.Ft. Lauderdale, FL                    |   | 33308                              |
| (Addressof principal executive offices)                      |   | (Zipcode)                          |

Registrant'stelephone number, including area code: (954)491-0704Securitiesregistered pursuant to Section 12(b) of the Act:NoneSecuritiesregistered pursuant to Section 12(g) of the Act:Common Stock, $.001 par value

Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.  Yes [  ] No [ x ]

Indicate by check mark if theregistrant is required to file reports pursuant to Section 13 or 15(d)of the Exchange act.  Yes [ x ] No [  ]

Indicate by check mark whetherthe Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act during the preceding12 months (or such shorter period that Pinnacle was required to filesuch reports), and (2) has been subject to such filing requirements forat least the past 90 days.  Yes [ x ] No [  ]

Indicate by check mark ifdisclosure of delinquent filers in response to Item 405 of RegulationS-K is not contained hereof, and will not be contained, to will becontained, to the best of registrant's knowledge, in definitive proxyor information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.  Yes [ x ]  No[  ]

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company.  Seedefinitions of "large accelerated filer," "accelerated file" and"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

               Large acceleratedfiler [  ]      Acceleratedfiler                   [  ]               Non-accelerated filer   [  ]     Smaller reporting company    [ x ]

Indicate by check mark whetherthe registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).  Yes [  ]  No [ x ]

State the aggregate marketvalue of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was lastsold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant's most recently completedsecond fiscal quarter.  **The market value of the registrant'svoting $.001 par value common stock held by non-affiliates of theRegistrant was approximately $502,500.**

Indicate the numberof shares outstanding of each of the registrant's classes of commonstock, as of the latest practicable date. **The number of shares outstandingof the registrant's only class of common stock, as of January 31,2009was 3,000,000 shares of its$.001 parvalue common stock.**

Part I| ITEM1.     BUSINESS                                                | 3 |
|-----------------------------------------------------------------------------------|---|
| ITEM 1A.   RISKFACTORS                                                       | 4 |
| ITEM 1B.  UNRESOLVED STAFF COMMENTS                                          | 4 |
| ITEM2.     PROPERTIES                                              | 4 |
| ITEM3.     LEGAL PROCEEDINGS                                  | 4 |
| ITEM4.     SUBMISSION OF MATTERS TOA VOTE OF SECURITY HOLDERS | 4 |
Part II

| ITEM5.    MARKETFOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES | 5  |
|------------------------------------------------------------------------------------------------------------------------------------------|----|
| ITEM6.     SELECTED FINANCIAL DATA                                                                                             | 5  |
| ITEM7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS                      | 5  |
| NOTE 7A. QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK                                                                       | 6  |
| ITEM8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                     | 7  |
| ITEM9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE                                   | 20 |
| ITEM9A. CONTROLS AND PROCEDURES                                                                                                          | 20 |
| ITEM 9B. OTHERINFORMATION                                                                                                                | 20 |

Part III| ITEM10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATEGOVERANCE                                   | 21 |
|------------------------------------------------------------------------------------------------------------------|----|
| ITEM11.    EXECUTIVE COMPENSATION                                                                 | 23 |
| ITEM12.   SECURITYOWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 24 |
| ITEM13.   CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS, AND DIRECTORINDEPENDENCE                      | 25 |
| ITEM14.   PRINCIPAL ACCOUNTANT FEES ANDSERVICES                                                        | 26 |
Part IV| ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 27 |
|-------------------------------------------------------|----|
| SIGNATURES                                            | 28 |

2___________________________________________________

ITEM1.  BUSINESS 

ThePurchaser in this disposition of assets transaction, is related toProguard Acquisition in that Proguard Acquisition's President andDirector, Mr. Frank Bauer, is also a Vice President and Director ofthe Purchaser, CSII. In addition, Mr. Norman Becker is the Presidentof CSII, a member of CSII's Board of Directors and is also a VicePresident and Director of Proguard Acquisition. Neither Mr. Beckernor Mr. Bauer received any direct or indirect remuneration orcompensation in Proguard Acquisition's disposition of itswholly-owned subsidiary, PPSI, through purchase and sale of all ofits capital stock to CSII.

Inaddition to the cross-relationship of the officers and directors,Messrs. Becker and Bauer, to Proguard Acquisition and the Purchaserin this transaction, the Purchaser, CSII, has been a long-term loancreditor of the purchased subsidiary, holding, prior to the purchaseand sale transaction, an interest-only loan obligation of PPSI in theunpaidprincipal amount of $100,000. At completion of the subsidiarypurchase and sale transaction,the loan obligation ofPPSI tothePurchaser, CSII, was current. Following closing of the transactionon October 4, 2006, the subsidiary's loan obligation to thePurchaser, CSII, was extinguished upon consolidation of CSII'sfinancial accounting.

3___________________________________________________

Indetermining the purchase price of the subsidiary, PPSI, to be paid byCSII and to be received by Proguard Acquisition, their respectivemanagements considered the original purchase price paid by ProguardAcquisition to acquire PPSI in July of 2004, $100; the book value ofthe subsidiary at the time of the transaction; the outstanding unpaidprincipal loan amount owed by the subsidiary to the Purchaser and thecircumstance that that unpaid loan obligation would be extinguishedwith completion of the purchase and sale transaction. Followingconsideration of all of those factors, the parties agreed todisposition, sale and purchase of the subsidiary for a purchase priceamounting to book value plus an additional sum of approximately$100,000. Proguard Acquisition was informed that the source of fundsused by the Purchaser, CSII, to acquire Proguard Acquisition'ssubsidiary was the Purchaser's working capital. No part of theconsideration used was borrowed from a bank or otherwise.

Employees

Wepresently have no full-time employees and no part-time employees.

ITEM1A.  RISK FACTORS

Not applicable

ITEM1B.  UNRESOLVED STAFF COMMENTS

Not applicable

ITEM2. PROPERTIES.

Ourexecutive offices located at 3040 E. Commercial Boulevard, FortLauderdale, FL 33308 consist of 900 square feet and are orally leasedfrom Financial Communications, Inc., an affiliated entity, at therate of $1,750 per month on a month-to-month basis. 

ITEM3. LEGAL PROCEEDINGS.

ProguardAcquisition management is aware of no pending or threatenedlitigation. Duringthe fourth quarter of the fiscal year ended December 31, 2008,Proguard Acquisition was not a party to any legal proceedings.

ITEM4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Duringthe fourth quarter of the fiscal year ended December 31, 2008, nomatters were submitted to a vote of Proguard Acquisition's securityholders, through the solicitation of proxies.

4___________________________________________________

PARTII

ITEM5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

a)  MarketInformation. Registrant's common shares are listed on the NASD bulletinboard under the symbol PGRD.  As of December 31, 2008, there wasonly a limited market for registrant's common shares.The folloying table sets forth the range of high and low bid quotationsfor the registrant's common stock for each quarter of the last twofiscal years.  The quotations represent inter-dealer priceswithout retail markup, markdown or commission, and may not necessarilyrepresent actual transactions.

| Quarter Ended | High Bid | Low Bid |
|---------------|----------|---------|
| 3/31/07       | n/a      | n/a     |
| 6/30/07       | .80      | .35     |
| 9/30/07       | .90      | .36     |
| 12/31/07      | .87      | .42     |
| 3/31/08       | .95      | .25     |
| 6/30/08       | .95      | .50     |
| 9/30/08       | .72      | .26     |
| 12/31/08      | .90      | .25     |

b) Holders.  At December 31, 2008, there were 43 shareholders and 46warrant holders.

c) Dividends.  Holdersof the registrant's common stock are entitled toreceive such dividends as may be declared by its board ofdirectors.  Nodividends on the registrant's common stock have ever beenpaid, and Proguard Acquisition does not anticipate that dividendswill be paid on its common stock in the foreseeable future.

d) Securities authorized for issuance under equity compensationplans.  No securities are authorized for issuance by theregistrant under equity compensation plans.

e) Performance graph.  Not applicable.

ITEM6. SELECTED FINANCIAL DATA

Not Applicable

ITEM7. MANAGEMENT'SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS 

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

5___________________________________________________

OnOctober 2, 2006, we entered into a Common Stock Purchase and SaleAgreement with Corrections Systems International, Inc., a privatelyheld Florida corporation in which CSII agreed to purchase andProguard Acquisition agreed to sell all of the issued and outstandingcommon stock of its wholly-owned subsidiary, Proguard ProtectionServices, Inc. The purchase and sale transaction was completed onOctober 4, 2006 with the sale, transfer and conveyance of all of theissued and outstanding PPSI capital stock to CSII in exchange forcash in the amount of $250,000. With completion of the purchase andsale transaction, Proguard Acquisition terminated its materialoperations in exchange for the cash purchase price. 

Trendsand Uncertainties. We are no longer conducting any materialoperations since the sale of our wholly owned subsidiary on October4, 2006. We have not yet determined what operations, if any, weintend to pursue.

FinancingActivities. For the year ended December 31, 2007, Proguard Acquisitionreceivedproceeds from sales of common stock of $5,461 and proceeds from theexercise of warrants of $19,513. In addition, Proguard Acquisitionmade advances to related parties of $120,474 including interest. Asa result, Proguard Acquisition had net cash used in financingactivities of $(88,026).

For the year endedDecember 31, 2008, Proguard Acquisition did not pursue any financingactivities.

InvestingActivities. Forthe year ended December 31, 2008 and 2007, Proguard Acquisition didnot pursue any investing activities.

Resultsof Operations. For the years ended December 31, 2008 and 2007, wedid not receive any revenues from continuing operations. We earnedinterest income of $13,141 for the year ended December 31, 2008compared to $20,512 for the year ended December 31, 2007.  

Forthe year ended December 31, 2008, we had a loss from continuingoperations of $(85,284) compared to ($210,110) for the year endedDecember 31, 2007.

Generaland administrative expenses for the year ended December 31, 2008 were$98,425 compared to $230,622 for the prior year.  These expensesprincipally consisted of professional and consulting fees and officeexpense. The decrease in general and administrative expenses was dueto an increase in professional and consulting fees and officeexpense.

Asa result, we incurred a net loss of ($85,284) for the year endedDecember 31, 2008 compared to net loss of $(210,110) for the yearended December 31, 2007.

ITEM7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

6___________________________________________________

ITEM8.  FINANCIALSTATEMENTS ANDSUPPLEMENTARY DATA

PROGUARD ACQUISITION CORP.INDEX TO FINANCIAL STATEMENTS___________________________________________________

| Report ofIndependent Registered Public Accounting Firm                                                       | 8        |
|--------------------------------------------------------------------------------------------------------------|----------|
| BalanceSheets at December 31, 2008 and 2007                                                                  | 9        |
| Statementsof Operations for the years ended     December31, 2008 and 2007                     |  10 |
| Statementof Changes in Stockholders' Equity forthe years     ended December 31, 2008 and 2007 | 11       |
| Statementsof Cash Flows for the years ended     December31, 2008 and 2007                     | 12       |
| Notesto Financial Statements                                                                                 | 13       |

7___________________________________________________

Tothe Board of Directors and ShareholdersProguardAcquisition Corp.Ft.Lauderdale, Florida 

Wehave audited the balance sheets of Proguard Acquisition Corp. as ofDecember 31, 2008 and 2007, and the accompanying related statements ofoperations, changes in stockholders' equity and cash flows for theyears then ended. These financial statementsare the responsibility of the Company's management. Ourresponsibility is to express an opinion on these financial statementsbased on our audits.

Weconducted our audits in accordance with thestandards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are freeof material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing theaccounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation. We believe that our audits provide a reasonable basisfor our opinion.

Inour opinion, the financial statements referred to above presentfairly, in all material respects, the financial position of ProguardAcquisition Corp. as of December 31, 2008 and 2007 and the results ofitsoperations and its cash flows for the years then ended, in conformitywith accounting principles generally acceptedin the United States of America.

Theaccompanying financial statements have been prepared assuming thatthe Company will continue as a going concern. As discussed in Note 1to the financial statements, the Company has an accumulated deficitas of December 31, 2008 and no source of revenue, which raisessubstantial doubt about its ability to continue as a going concern.Management's plans concerning these matters are also described inNote 1. The financial statements do not include any adjustments thatmight result from the outcome of this uncertainty.

| February 9, 2009Boca Raton, Florida | /s/ Sherb & Co., LLPCertified Public Accountants |
|-------------------------------------|------------------------------------------------------|

8___________________________________________________

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | December31, 2008              | December31, 2007         |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|------------------------------------------------------------------|
| Current Assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                               |                                    |
|           Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $   124,156                             | $   208,406                                       |
|     Due from affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |    120,540                         |    120,474                                   |
| Total  currentassets                                                                                          | $   244,696         ========  | $   328,880       ========                   |

| Accounts Payable                                                                                                                                                       | $   3,350   | $    2,250 |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|---------------------------|
| Stockholders' equity:                                                                                                                                                  |                  |                           |
|      Preferred stock,$0.001 par value, 5,000,000 shares        authorized, no shares issuedor outstanding       | -                | -                         |
|      Common stock,$0.001 par value, 50,000,000 shares        authorized, 3,000,000 sharesissued and outstanding | 3,000            | 3,000                     |
|      Additionalpaid-in capital                                                                                                                     | 701,647          | 701,647                   |
|      Accumulateddeficit                                                                                                                            | (463,301)        | (378,017)                 |
|                                                                                                                                                                        |   241,346   |   326,630            |
| Total liabilities and stockholders' equity                                                                                                                             | $ 244,696======= | $ 328,880=======          |

9___________________________________________________

|                                                                                              | 2008                                    | 2007                         |
|----------------------------------------------------------------------------------------------|---------------------------------------------------|---------------------------------------------|
| Interest Income                                                                              | $   13,141                         | $   20,512                   |
|                                                                                              |                                                   |                                             |
| General andadministrative expenses                                                           |   (98,425)                              |   (230,622)                            |
|                                                                                              |                                                   |                                             |
| NET (LOSS)                                                                                   | $  (85,284)========                          | $(210,110)========                          |
|                                                                                              |                                                   |                                             |
| Net (loss) per common share:                                                                 |                                                   |                                             |
| Basic and diluted (loss)     per common share                            | $        (.03) | $       (.07) |
| Weighted average number of common     share and common equivalent shares |                                                   |                                             |
|        Basic                                              | 3,000,000                                         | 2,877,695                                   |
|        Diluted                                            | 3,000,000                                         | 2,877,695                                   |

10___________________________________________________

|                                                                                                     | Shares                                                  | Common Stock Amounts                                    | AdditionalPaid-In  Capital                                            | AccumulatedDeficit    |    Total  |
|-----------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|---------------------------------------------------------|---------------------------------------------------------------------------------|---------------------------------|--------------------------|
| 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 sharesissued for cash                                               | 218,450                                                                          | 219                                                     | 5,242                                                                           | -                               | 5,461                    |
|      Stockcompensation                                                          | -                                                                                | -                                                       | 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                  |
| Net (Loss)                                                                                          |              -  |         -       |              - |   (85,284)                 |   (85,284)          |
| Balance, December 31, 2008                                                                          | 3,000,000  =======                                                          | $3,000=====                                             | $701,647=======                                                                 | $(463,301)========              | $241,346=======          |

11___________________________________________________

|                                                                                                                                                                                                                                                                                                                          | 2008                                                     | 2007                                                           |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------|
| Cash flows from operatingactivities:                                                                                                                                                                                                                                                                                     |                                                                                   |                                                                                         |
|     Net loss                                                                                                                                                                                                                                                                                         | $ (85,284)                                                                        | $(210,110)                                                                              |
|           Adjustments to reconcile net             income (loss) to net cash (used in)             provided by operating activities: |                                                                                   |                                                                                         |
|                 Stock based compensation                                                                                                                                                                                                 | -                                                                                 | 60,074                                                                                  |
|                 Accrued interest due from affiliates                                                                                                                                                                                     | (8,066)                                                                           | (7,474)                                                                                 |
|                 Increase in accounts payable                                                                                                                                                                                             |       1,100                                              |                 - |
|                       Total adjustments to net (loss)                                                                                                                                                      |     (6,966)                                                   |      52,600                                                              |
|            Net cash (used in) operating activities                                                                                                                                                                                                                |     (92,250)                                                            |  (157,510)                                                                         |
| Cash flows from investingactivities                                                                                                                                                                                                                                                                                      |           -                               |                 - |
| Cash flows from financingactivities:                                                                                                                                                                                                                                                                                     |                                                                                   |                                                                                         |
|     Proceeds from sale of common stock, net                                                                                                                                                                                                                                                          | -                                                                                 | 5,461                                                                                   |
|     Proceeds from exercise of warrants                                                                                                                                                                                                                                                               | -                                                                                 | 19,513                                                                                  |
|      Advances toaffiliates                                                                                                                                                                                                                                                                           | (4,000)                                                                           | (115,000)                                                                               |
|     Repaid by affiliates                                                                                                                                                                                                                                                                             |      12,000                                                   |       2,000                                                    |
|           Net cash provided by (used in)             financing activities                                                                                                                             |        8,000                                             |   (88,026)                                                                         |
|           Net decrease in cash                                                                                                                                                                                                                                         | (84,250)                                                                          | (245,536)                                                                               |
| Cash, beginning of year                                                                                                                                                                                                                                                                                                  |     208,406                                                        |    453,942                                                                    |
| Cash, end of year                                                                                                                                                                                                                                                                                                        | $ 124,156=======                                                                  | $ 208,406=======                                                                        |
| Supplemental cash flow information                                                                                                                                                                                                                                                                                       |                                                                                   |                                                                                         |
|      Cash paid forinterest                                                                                                                                                                                                                                                                           |                - |               -   |
|      Cash paid forincome taxes                                                                                                                                                                                                                                                                       |                - |               -   |

12  ___________________________________________________

NOTE 1.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization andNature of Operations. 

The accompanyingfinancial statements present the accounts of Proguard Acquisition Corp.(the Company), formed in Florida in June 2004. 

Cash and CashEquivalents. 

The Companyconsiders all highly liquid investments with an original maturity ofthree months or less to be cash equivalents. 

Net Income (Loss)Per Common Share. 

The Companycalculates net income (loss) per share as required by Statement ofFinancial 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 forthe period. During periods in which the Company incurs losses, commonstock equivalents, if any, are not considered, as their effect would beanti-dilutive.

For the net-lossperiod ended December 31, 2008, we excluded any effect of the 289,250warrants as their effect would be anti-dilutive.

Income Taxes. 

The Companyfollows SFAS 109 "Accounting for Income Taxes" for recording theprovision for income taxes.  Deferred tax assets and liabilitiesare computed based upon the difference between the financial statementand income tax bases of assets and liabilities using the enactedmarginal tax rate applicable when the related asset or liability isexpected to be realized or settled.  Deferred income tax expensesor benefits are based on the changes in the asset or liability eachperiod.  If available evidence suggests that it is more likelythan not that some portion or all of the deferred tax assets will notbe realized, a valuation allowance is required to reduce the deferredtax assets to the amount that is more likely than not to berealized.  Future changes in such valuation allowance are includedin the provision for deferred income taxes in the period of change.

Concentrations.

The Companymaintains cash in financial institutions insured by the Federal DepositInsurance Corporation ("FDIC") up to $250,000. 

13___________________________________________________

Use ofEstimates. 

The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to makeestimates and assumptions that affect the amounts reported in thefinancial statements and accompanying notes. Actual results coulddiffer from those estimates.

Stock-BasedCompensation Expense.

Prior to January1, 2006, the Company accounted for share-based awards to employeesusing the intrinsic value method in accordance with AccountingPrinciple Board Opinion No. 25, "Accounting for Stock issued toEmployees" and related interpretations and provided the pro formadisclosure requirements of Statement of Financial Accounting StandardsNo. 123, "Accounting For Stock-Based Compensation."

Effective January1, 2006, the Company adopted Statement of Financial AccountingStandards No. 123 (revised 2004), Share Based Payment ("SFAS No.123R"). SFAS No. 123R establishes the financial accounting andreporting standards for stock-based compensation plans. The Companyadopted SFAS No. 123R using the modified prospective method, and,therefore, prior periods were not restated. Under the modifiedprospective method, companies are required to record compensationexpense for (1) the unvested portion of previously issued awards thatremain outstanding at the initial date of adoption, which we did nothave, and (2) for any awards issued, modified or settled after theeffective date of the statement which we also did not have. The Companyrecognizes stock compensation expenses over the requisite serviceperiod of the award, normally the vesting term of the options which aregenerally immediately fully vested and exercisable. As required by SFASNo. 123R, the Company has recognized the cost resulting from allstock-based payment transactions including shares issued under itsstock option plans in the financial statements. 

Going Concern

The accompanyingfinancial statements have been prepared assuming that the Company willcontinue as a going concern which contemplates the realization ofassets and the satisfaction of liabilities in the normal course ofbusiness. The amounts of assets and liabilities in the financialstatements do not purport to represent realizable or settlement values.However, the Company has incurred an operating loss. Such loss mayimpair its ability to obtain additional financing.

This factor raisessubstantial doubt about the Company's ability to continue as a goingconcern. The financial statements do not include any adjustments thatmight result from the outcome of this uncertainty. The Company has metits historical working capital requirements from sale of capitalshares. However, there can be no assurance that such financial supportshall be ongoing or available on terms or conditions acceptable to theCompany.

14___________________________________________________

15___________________________________________________

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

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

This acquisitionof Protection, the accounting acquirer, by the Company a non-operatingentity, is considered in substance a capital transaction by theissuance of 200,000 shares of common stock by Protection for the netassets of the Company which consisted of cash of $9,889 and accountspayable of $900 and was accounted for as a reverse acquisition. Nogoodwill or other intangible assets were recorded. On this basis, thehistorical financial statements, except share capital, as of and priorto the acquisition date represent the operations of Protection.

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

Accordingly, allthe assets, liabilities and operations of the subsidiary werereclassified as discontinued operations.

CSII, in thisdisposition of assets transaction, is related to Proguard Acquisitionin that Proguard Acquisition's President and Director, Mr. Frank Bauer,is also a Vice President and Director of the Purchaser, CSII. Inaddition, Mr. Norman Becker is the president of CSII, a member ofCSII's board of directors and is also a vice president and director ofProguard Acquisition. Neither Mr. Becker nor Mr. Bauer received anydirect or indirect remuneration or compensation in the disposition ofits wholly-owned subsidiary, Protection, through purchase and sale ofall of its capital stock to CSII.

In addition to thecross-relationship of the officers and directors, Messrs. Becker andBauer, to Proguard Acquisition and CSII in this transaction, CSII hasbeen a long-term loan creditor of Proguard Protection, holding, priorto the purchase and sale transaction, aninterest-only loan obligationof Proguard Protection in the unpaid principal amount of $100,000. Atcompletion of the subsidiary purchase, and saletransaction, the loan obligation of Proguard Protection to thePurchaser, CSII, was current. Following closing of the transaction onOctober 4, 2006, the subsidiary's loan obligation to the Purchaser,CSII, was extinguished upon consolidation of CSII's financialaccounting.

16___________________________________________________

NOTE 3.RELATED PARTY TRANSACTIONS

During the yearended December 31, 2008 and 2007, the Company paid an affiliated entity$21,000 and $21,000, respectively, in rent, administration and taxes. 

NOTE 4. DUE FROMAFFILIATE

Due fromaffiliates consists of $100,000 due from a former subsidiary, $20,540due from affiliates, including accrued interest of $15,540.  Thenotes bear interest at 8% per annum and are due on demand.

NOTE 5. INCOMETAXES

The Companyaccounts for income taxes under SFAS 109, which requires use of theliability method. SFAS 109 provides that deferred tax assets andliabilities are recorded based on the differences between the tax basesof assets and liabilities and their carrying amounts for financialreporting purposes, referred to as temporary differences. 

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

The income taxexpense (benefit) differs from the amount computed by applying the U.S.federal income tax rate to net income (loss) before income taxes forthe years ended December 31, 2008 and 2007, as shown:
|                                                                  | 2008                                                               | 2007                                                                        |
|------------------------------------------------------------------|-------------------------------------------------------------------------|----------------------------------------------------------------------------------|
| Tax expense (benefit) at the federal    statutory rate |              (29,750) |             (73,500) |
| State taxes, net of federal benefit                              | (3,250)                                                                 | (7,500)                                                                          |
| Increase (decrease) in valuation allowance                       |   33,000                                                           |   81,000                                                                    |
| Tax expense (benefit)                                            | $           -                   | $          -                             |

|                                                                                                             | 2008                                                                    | 2007                                                                          |
|-------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------|------------------------------------------------------------------------------------|
| Deferred tax asset:                                                                                         | $  178,000                                                              | $   145,000                                                              |
|      Federal netoperating loss        carry forwards | -                                                                            | -                                                                                  |
|      State netoperating loss carry        forwards   |  (178,000)                                                              |   (145,000)                                                                   |
|      Valuationallowance                                                                 | $              - | $               - |

17___________________________________________________

As ofDecember 31, 2008, the Company has a net operating loss carryforward ofapproximately $463,000. This loss will be available to offset futuretaxable income. If not used, this carryforward will expire through 2027subject to IRS Code Section 382 limits. 

NOTE 6. COMMONSTOCK

In April 2005, theCompany filed a Form SB-2 registration statement offering 800,000 unitsat $1 per unit. Each unit consists of one common share and one warrantto purchase one common share at $1.75 per share. The warrants areexercisable for 36 months and may be called at $.01 per warrant after24 months from the date of the prospectus. As of December 31, 2006, theCompany has sold 360,400 units for a total of $360,400. Warrants topurchase 60,000 common shares for a total consideration of $105,000were exercised during the year ended December 31, 2006. 

During the quarterended 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 fora total price of $19,513.

No warrants wereexercised during the year ended December 31,2008.  At December 31,2008, there were 289,250 warrants outstanding.

Stock BasedCompensation Expenses 2007: In conjunction with the stock purchasesduring the three months ended September 30, 2007, pursuant toaccounting rules and principles applicable to stock sales in relatedparty transactions, the Company recorded a $60,074 non-cash increase inits "additional paid in capital" account and recorded non-cashtransaction expense for the same amount. The accounting rules requirethat in related party transactions, a non-cash expense be recorded forthe difference between "fair value" (as defined in the rules) and theselling price. Further, the transaction with the related party cannotbe considered to represent "fair value" and cannot be viewed as an"arms-length transaction" for purposes of the application of the ruleand for the related computation.

In the firstquarter of 2007, the Company acted as an agent between a potentialbuyer and its shareholders on a sale of stock. The potential buyer didnot execute in a timely manner, so the funds received were forfeitedand distributed to the shareholders.

18___________________________________________________

19___________________________________________________

20___________________________________________________

PARTIII

ITEM10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our bylaws providethat the number of directors who shall constitute the whole board shallbe such number as the board of directors shall at the time havedesignated. We confirm that the number of authorized directors has beenset at three pursuant to our bylaws. Each director shall be selectedfor a term of one year and until his successor is elected andqualified. Vacancies are filled by a majority vote of the remainingdirectors then in office with the successor elected for the unexpiredterm and until the successor is elected and qualified.

The directors andexecutive officers are as follows:
| Name                      | Position                            | Term                     |
|---------------------------|-------------------------------------|--------------------------|
| Allerton Towne, age 67    | Chief Executive Officer/Director    | August 7, 2007to present |
| Frank R. Bauer, age 64    | President/ Director                 | Inception to present     |
| Norman H. Becker, age 71  | Treasurer/ CFO/ Controller/Director | Inception to present     |
| Ricardo A. Rivera, age 38 | Vice President/Secretary/ Director  | Inception to present     |

BUSINESSEXPERIENCE 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, businessmanagement, and regional management. In 1975, Mr. Towne founded DrexelLeasing Corp. in Philadelphia, PA. He also established several retailice cream shops in the tri-state area. Mr. Towne sold both businessesin 1981 and moved to Florida joining Conti-Commodity. A fullyregistered broker since 1983, Mr. Towne worked as a broker for SourceCapital from 2000 to October 2006 specializing in IPOs, mergers andacquisitions and private placements. Mr. Towne earned a Bachelor ofScience degree in business administration from Suffolk University in1963.

Frank R. Bauer hasbeen president and director of Proguard Acquisition since inception.From 1988 to April 2004, he was vice president and director of RamVentures Holdings Corp., a management, consulting services andfinancial advisory services company until it was purchased by AmericanApparel and Accessories, Inc., an apparel company. Mr. Bauer has beenvice 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 SpecialtyDevice Installers, Inc., a privately held Florida corporationengaged in outside plant utility and construction contracting. InSeptember of 1996, Specialty Device Installers, Inc. was acquired byGuardian International, Inc. Since 2000, Mr. Bauer has been employed aspresident of Proguard Protection Services, Inc., a home securitycorporation and a former wholly owned subsidiary of ProguardAcquisition. Mr. Bauer received a Bachelor of Business AdministrationDegree from Stetson University in Deland, Florida in 1967.

21___________________________________________________

Norman H. Beckerhas been treasurer and director of Proguard Acquisition sinceinception. Mr. Becker was a director of Ram Ventures Holdings Corp from1987 to the change of control in March 2004. On January 15, 1993, Mr.Becker was appointed Ram Ventures president. Norman H. Becker has beenpresident and director of Corrections Systems International, Inc., adormant company without any current operations, since February 1988.Since January 1985, Mr. Becker has also been self-employed in thepractice of public accounting in Hollywood, Florida. Mr. Becker is a1959 graduate of City College of New York (Bernard Baruch School ofBusiness) and is a member of a number of professional accountingassociations including the American Institute of Certified PublicAccountants, the Florida Institute of Certified Public Accountants andthe Dade Chapter of the Florida Institute of Certified PublicAccountants.

Ricardo A. Riverahas been vice president, secretary and a director of ProguardAcquisition since inception. Mr. Rivera has served as vice presidentfor 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 corporationheadquartered in Ft. Lauderdale, Florida. CSI has been involved in themanufacturing, marketing, implementation and support of electronicmonitoring systems since November 1984.  CSI has installed andimplemented electronic monitoring programs for private and governmentagencies involved in work release, probation, parole, pre-trial, andjuvenile offenders. Mr. Rivera has over 14 years experience in theelectronic monitoring industry.  Mr. Rivera began as a technicianin 1989, repairing electronic monitoring equipment.

Non-Qualified andIncentive Stock Option Plans

The registrantdoes not currently have any stock option plans.

Section16(a).  Beneficial Ownership Reporting Compliance

To theregistrant's knowledge, no director, officer or beneficial owner ofmore than ten percent of any class of equity securities of theregistrant failed to file on a timely basis reports required by Section16(a) of the Exchange Act during the year ended December 31, 2008.

Code of EthicsPolicy

We have not yetadopted a code of ethics that applies to our principal executiveofficer, principal financial officer, principal accounting officer orcontroller or persons performing similar functions.

CorporateGovernance

There have been nochanges in any state law or other procedures by which security holdersmay recommend nominees to our board of directors.  In addition tohaving no nominating committee for this purpose, we currently have nospecific audit committee financial expert.  Based on the fact thatour current business affairs are simple, any such committees areexclusive and beyond the scope of our business and needs.

22___________________________________________________

ITEM11. EXECUTIVE COMPENSATION

ExecutiveCompensation

The followingshows the annual salaries, bonuses and stock options for our executiveofficers:

SUMMARYCOMPENSATION TABLE
|                        | Annual Compensation | Long-Term Compensation |
|--------------------------------------------------------------------------------------------------------------------------------------|---------------------|------------------------|
|                                           |              |             |           |                         | Awards                |         | Payouts             |                       |
|-------------------------------------------|--------------|-------------|-----------|-------------------------|-----------------------|---------|---------------------|-----------------------|
| Name andPrincipalPosition                 | Year         | Salary      | Bonus (2) | OtherAnnualCompensation | RestrictedStockAwards | SARS    | Options/LTIPPayouts | All OtherCompensation |
| Allerton TowneCEO                         | 200820072006 | ----n/a     | ----n/a   | ----n/a                 | ----n/a               | ----n/a | ----n/a             | ----n/a               |
| Frank R. BauerFormer CEO                  | 200820072006 | ----$78,708 | ------    | ------                  | ------                | ------  | ------              | ------                |
| Norman H. BeckerCFO (1)                   | 200820072006 | ------      | ------    | ------                  | ------                | ------  | ------              | ------                |
| Ricardo A. RiveraVP                       | 200820072006 | ------      | ------    | ------                  | ------                | ------  | ------              | ------                |
| All Executive OfficersAs a Group4 Persons | 200820072006 | ----$78,708 | ----      | ----                    | ----                  | ----    | ----                | ----                  |

(1) Norman H.Becker P.A., an entity controlled by Mr. Becker, an officer anddirector, was paid $14,100 for various accounting services during theyear ending December 31, 2008.

23___________________________________________________

Option/SAR Grantsin Last Fiscal Year

| Name              | Number ofSecuritiesUnderlyingOptions/SARsGranted | % of TotalOptions/ SARsGranted toEmployees inFiscal Year | Exercise or BasePrice ($/Sh) | ExpirationDate |
|-------------------|--------------------------------------------------|----------------------------------------------------------|------------------------------|----------------|
| Frank R. Bauer    | --                                               | --                                                       | --                           | --             |
| Norman Becker     | --                                               | --                                                       | --                           | --             |
| Allerton Towne    | --                                               | --                                                       | --                           | --             |
| Ricardo A. Rivera | --                                               | --                                                       | --                           | --             |

| Name              | Shares Acquiredon Exercised (#) | Value Realized ($) | Number ofSecuritiesUnderlyingUnexercisedOptions/ SARsFY-End (#)Exercisable/Unexercisable | Value ofUnexercisedIn-the-MoneyOptions/ SARs atFY-End ($)Exercisable/Unexercisable |
|-------------------|---------------------------------|--------------------|------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------|
| Frank R. Bauer    | --                              | --                 | --                                                                                       | --                                                                                 |
| Norman Becker     | --                              | --                 | --                                                                                       | --                                                                                 |
| Allerton Towne    | --                              | --                 | --                                                                                       | --                                                                                 |
| Ricardo A. Rivera | --                              | --                 | --                                                                                       | --                                                                                 |

We do not have anystandard arrangements by which directors are compensated for anyservices provided as a director. No cash has been paid to the directorsin their capacity as such. 

ITEM12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The followingtabulates holdings of shares of Proguard Acquisition by each person orentity who, subject to the above, as of December 31, 2007, holds ofrecord or is known by management to own beneficially more than 5.0% ofthe common shares and, in addition, by all directors and officers ofProguard Acquisition, individually and as a group. Each namedbeneficial owner has sole voting and investment power with respect tothe shares set forth opposite his name.

24___________________________________________________
| Name of Beneficial Owners                                                                                 | Common StockBeneficially Owned     | Percentage Owned |
|-----------------------------------------------------------------------------------------------------------|------------------------------------|------------------|
| Allerton Towne1960 NE 30th CourtLighthouse Point, FL 33064                                                | 600,000 indirectly                 | 20.00%           |
| Frank R. Bauer710 Cactus Flats RoadCarbondale, Colorado 91623                                             | 565,000                            | 18.83%           |
| Norman H. Becker1909 Tyler Street, #603Hollywood, FL 33020                                                | 160,500                            | 5.35%            |
| Ricardo A. Rivera1422 North Royal Cove CircleDavie, FL 33325                                              | 70,000                             | 2.33%            |
| Directors and Officers,    as a group                                                           | 795,500 directly600,000 indirectly | 26.52%20.00%     |
|      Total Directorsand        Officers as a group | 1,395,000                          | 46.52%           |
| Other 5% holder                                                                                           |                                    |                  |
| Plymouth Capital, Inc. (1)17551 Weeping Willow TrailBoca Raton, FL 33487                                  | 600,000                            | 20.00%           |

1. PlymouthCapital, Inc. is controlled by Allerton Towne, an officer and directorof Proguard Acquisition.

ITEM13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE.

25___________________________________________________

SIGNATURES

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, as amended, Proguard Acquisition has duly caused this Report tobe signed on its behalf by the undersigned duly authorized person.

Date: March17, 2009 

ProguardAcquisition Corp./s/Allerton Towne------------------------------By: Allerton Towne/CEO

In accordance withthe requirements of the Securities Exchange Act of 1934, as amendment,this report has been signed by the following persons in the capacitiesand on the dates stated.

ProguardAcquisition Corp.(Registrant)
| By: /s/ Frank R. Bauer        Director                                                                    | Dated: March 17, 2009 |
|-----------------------------------------------------------------------------------------------------------------------------------------|-----------------------|
| By: /s/ Norman Becker        Controller, Chief Financial Officer        Director | Dated: March 17, 2009 |
| By: /s/ Ricardo A. Rivera        Director                                                            | Dated: March 17, 2009 |
| By: /s/ Allerton Town        Director                                                                | Dated: March 17, 2009 |

28___________________________________________________