UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-K

 [X]  15, ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
              EXCHANGE ACT OF 1934
      For the fiscal year ended: December 31, 2010

                      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)

               2501 E. Commercial Blvd., Suite 207
               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

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

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange act
Yes [  ]      No [x]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).
Yes  [ ]      No [ ]

<PAGE>2

Indicate by check mark whether the registrant (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 Dale
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for at least the part 90 days.
Yes [x]       No[  ]

Indicate by check mark if disclosure of delinquent filers in response
to Item 405 of Regulation S-K is not contained hereof, and will not be
contained, to will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.  [  ]

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

Large accelerated filer [ ] Accelerated filer         [ ]
Non-accelerated filer   [ ] Smaller reporting company [x]

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

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter. The market
value of the registrant's voting $.001 par value common stock held by
non-affiliates of the registrant was approximately $158,400.

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. The number
of shares outstanding of the registrant's only class of common stock,
as of March 25, 2011 was 3,300,000 shares of its $.001 par value common
stock.

No documents are incorporated into the text by reference.





<PAGE>3

                        Proguard Acquisition Corp.
                               Form 10-K
               For the Fiscal Year Ended December 31, 2010

                            Table of Contents

                                                                  Page
                                 Part I

Item 1.  Business                                                  4
Item 1A. Risk Factors                                              5
Item 1B. Unresolved staff comments                                 5
Item 2.  Properties                                                5
Item 3.  Legal Proceedings                                         5
Item 4. (Removed and Reserved)                                     6

                                 Part II

Item 5.  Market for Registrant's Common Equity, Related
           Stockholders Matters and Issuer Purchases of Equity
           Securities                                              7
Item 6.  Selected Financial Data                                   8
Item 7.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                     8
Item 7A. Quantitative and Qualitative Disclosures about
           Market Risk                                             9
Item 8.  Financial Statements and Supplementary Data               9
Item 9.  Changes In and Disagreements with Accountants on
           Accounting and Financial Disclosure                    22
Item 9A. Controls and Procedures                                  22
Item 9B  Other Information                                        23

                                 Part III

Item 10.  Directors, Executive Officers and Corporate Governance  24
Item 11.  Executive Compensation                                  26
Item 12.  Security Ownership of Certain Beneficial Owners and
            Management and Related Stockholder Matters            27
Item 13.  Certain Relationships and Related Transactions, and
            Director Independence                                 28
Item 14.  Principal Accountant Fees and Services                  29

                                 Part IV

Item 15.  Exhibits, Financial Statement Schedules                 30

Signatures                                                        30



<PAGE>4
                               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 on October 2,
2006.

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


ITEM 1A.  RISK FACTORS

Not applicable


ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable


ITEM 2.   PROPERTIES.

Our executive offices located at 2501 E. Commercial Boulevard, Suite
207, Fort Lauderdale, FL 33308 consist of 900 square feet and are
verbally 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, 2010, Proguard Acquisition was not a party to any legal
proceedings.


ITEM 4.   (REMOVED AND RESERVED)



<PAGE>5
PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

	Item 5(a)	Market Information

a)  Market Information.  The registrant's common shares are listed on
the FINRA Over the Counter Bulletin Board under the symbol PGRD.  As of
December 31, 2010, there was only a limited market for registrant's
common shares.

The following table sets forth the range of high and low bid quotations
for the registrant's common stock.  The quotations represent inter-
dealer prices without retail markup, markdown or commission, and may
not necessarily represent actual transactions.

        Quarter  Ended                 High Bid             Low Bid
             3/31/09                     .25                   .40
             6/30/09                     .20                   .35
             9/30/09                     .25                   .40
            12/31/09                     .18                   .35
             3/31/10                     .35                   .14
             6/30/10                     .175                  .09
             9/30/10                     .23                   .07
            12/31/10                     .41                   .06

b)  Holders.  At March 25, 2011, there were approximately 90
shareholders and ten warrant holders of the registrant.

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

d)  Securities authorized for issuance under equity compensation plans.
No securities are authorized for issuance by the registrant under
equity compensation plans.

e)  Performance graph.  Not applicable.

f)  Sale of unregistered securities.  None.


    Item 5(b)  Use of Proceeds.  Not applicable.




<PAGE>6

    Item 5(c) Purchases of Equity Securities by the issuer and
affiliated purchasers.

Not applicable


ITEM 6.  SELECTED FINANCIAL DATA

Not applicable


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Trends and Uncertainties.  We are no longer conducting any material
operations since the sale of our wholly owned subsidiary on October 2,
2006.  We have not yet determined what operations, if any, we intend to
pursue.

Investing Activities.  For the year ended December 31, 2010 and 2009,
Proguard Acquisition did not pursue any financing activities.

Financing Activities.  For the year ended December 31, 2010, Proguard
Acquisition borrowed $13,037 from related parties and Proguard
Acquisition received $5,000 from a related party to repay funds
previously advanced.  As a result, Proguard Acquisition had net cash
provided by financing activities of $18,037.

For the year ended December 31, 2009, Proguard Acquisition received
funds from the issuance of common stock of $7,500.  As a result,
Proguard Acquisition had net cash provided by financing activities of
$7,500.

Results of Operations.  For the years ended December 31, 2010 and 2009,
we did not receive any revenues from continuing operations.  We earned
interest income of $185 for the year ended December 31, 2010 compared
to $5,350 for the year ended December 31, 2009.

For the year ended December 31, 2010, we had a loss from continuing
operations of $(72,862) compared to $(225,168) for the year ended
December 31, 2009.

General and administrative expenses for the year ended December 31,
2010 were $73,047 compared to $230,518 for the prior year.  These
expenses principally consisted of professional and consulting fees, and
office expense.  The increase in general and administrative expenses
was largely due to a bad debt.

As a result, we incurred a net loss of $(72,862) for the year ended
December 31, 2010 compared to net loss of $(225,168) for the year ended
December 31, 2009.




<PAGE>7

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                        PROGUARD ACQUISITION CORP.
                                Index to
                         Financial Statements

                                                              Page
                                                           ----------

Report of Independent Registered Public Accounting Firm          8

Balance Sheets at December 31, 2010 and 2009                     9

Statements of Operations for the years ended
 December 31, 2010 and 2009                                     10

Statement of Changes in Stockholders' Equity
 for the years ended December 31, 2010 and 2009                 11

Statements of Cash Flows for the years ended
 December 31, 2010 and 2009                                     12

Notes to Financial Statements                                13 - 18




<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 sheets of Proguard Acquisition Corp. as of
December 31, 2010 and 2009, and the accompanying related statements of
operations, changes in stockholders' equity and cash flows for the
years ended December 31, 2010 and 2009.  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, 2010 and 2009 and the results of
its operations and its cash flows for the years then ended, 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, 2010 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
March 21, 2011                       Certified Public Accountants
Boca Raton, Florida





<PAGE>9

PROGUARD ACQUISITION CORP.
Balance Sheets

ASSETS
                                           December 31,    December 31,
                                              2010             2009
                                           -----------     -----------
Current assets:
   Cash                                     $     251        $  31,852
   Due from affiliates                              -            6,189
                                            ---------        ---------
        Total Current Assets                $     251        $  38,041
                                            =========        =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable                          $  12,148        $   2,363
  Due to affiliates                            13,037                -
                                            ---------        ---------
       Total Current Liabilities               25,185            2,363
                                            ---------        ---------
Stockholders' (deficit) 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, 3,300,000
     shares issued and outstanding in 2010
     and 2009                                   3,300            3,300
   Additional paid-in capital                 733,097          720,847
   Accumulated deficit                       (761,331)        (688,469)
                                            ---------        ---------
   Total Stockholders' (Deficit) Equity       (24,934)          35,678
                                            ---------        ---------
Total liabilities and stockholders'
 (deficit) equity                           $     251        $  38,041
                                            =========        =========

            See accompanying notes to the financial statements.



<PAGE>10
PROGUARD ACQUISITION CORP.
STATEMENTS OF OPERATIONS

                                              For the years ended
                                                 December 31,
                                            2010               2009
                                        ----------          ----------
Interest Income                         $      185          $    5,350
                                        ----------          ----------
General and administrative
  expenses                                 (73,047)           (230,518)
                                        ----------          ----------
NET (LOSS)                              $  (72,862)         $ (225,168)
                                        ==========          ==========
Net (loss) per common share:
Basic and diluted (loss)
  per common share                      $     (.02)         $     (.07)
                                        ==========          ==========
Weighted average number of common
  shares and common equivalent shares
     Basic                               3,300,000           3,163,562
                                        ==========          ==========
     Diluted                             3,300,000           3,163,562
                                        ==========          ==========

                   See accompanying notes to the financial statements.



<PAGE>11

                     PROGUARD ACQUISITION CORP.
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
             FOR THE YEARS ENDED DECEMBER 31, 2010 and 2009
<TABLE>
<CAPTION>
                                 Common Stock  Additional
                                 ------------    Paid-in    Accumulated
                              Shares    Amount   Capital     Deficit     Total
                              ------    ------   -------     ---------   -----
      
                      <c>        <c>       <c>         <c>       <c>

Balance, December 31, 2008  3,000,000   $  3,000  $ 701,647  $(463,301) $241,346

Sale of Stock to Related
  Party                       300,000        300     19,200          -    19,500

Net (Loss)                          -          -          -   (225,168) (225,168)
                            ---------   --------  ---------  ---------  --------

Balance, December 31, 2009  3,300,000      3,300    720,847   (688,469)   35,678
                            ---------   --------  ---------  ---------  --------
Contribution of Capital             -          -     12,250          -    12,250
Net (Loss)                          -          -          -    (72,862)  (72,862)
                            ---------   --------  ---------  ---------  --------

Balance, December 31, 2010  3,300,000   $  3,300  $ 733,097  $(761,331) $(24,934)
                            =========   ========  =========  =========  ========
</TABLE>
            See accompanying notes to the financial statements.



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

                                                  For the years ended
                                                    December 31,
                                                2010            2009
                                               ------          ------
Cash flows from operating activities:
 Net (loss)                                 $  (72,862)     $ (225,168)
                                            ----------      ----------
 Adjustments to reconcile net (loss) to
  net cash (used in) operating activities:
  Stock based compensation                           -          12,000
  Elimination of notes receivable                    -         100,000
  Non cash-capital contribution                 12,250               -
  Decrease in Accrued interest receivable        1,189          14,351
  Increase (decrease) in accounts payable        9,785            (987)
                                            ----------      ----------
        Total adjustments to net (loss)         23,224         125,364
                                            ----------      ----------
  Net cash (used in) operating activities      (49,638)        (99,804)
                                            ----------      ----------
Cash flows from investing activities                 -               -
                                            ----------      ----------
Cash flows from financing activities:
 Issuance of common stock, net                       -           7,500
 Repayments of advances to affiliate             5,000               -
 Advances from affiliates                       13,037               -
                                            ----------      ----------
  Net cash provided by financing
    activities                                  18,037           7,500
                                            ----------      ----------
  Net (decrease) in cash                       (31,601)        (92,304)

Cash, beginning of year                         31,852         124,156
                                            ----------      ----------
Cash, end of year                           $      251      $   31,852
                                            ==========      ==========

Supplemental cash flow information:
  Cash paid for interest                    $        -      $        -
                                            ==========      ==========
  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, 2010 AND 2009

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.

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.

Basic earnings per share are calculated by dividing income available to
stockholders by the weighted-average number of common shares
outstanding during each period.  Diluted earnings per share are
computed using the weighted average number of common and dilutive
common share equivalents outstanding during the period.  Dilutive
common share equivalents consist of shares issuable upon conversion of
preferred shares, exercise of stock options and warrants (calculated
using the reverse treasury stock method).  The dilutive common shares
equivalents, including convertible notes, preferred stock and warrants,
are not included in the computation of diluted earnings per share,
because the inclusion would be anti-dilutive.

Income Taxes.

Income taxes are accounted for using an asset and liability approach
that requires the recognition of deferred tax asset and liabilities for
the expected future tax consequences of events that have been
recognized in the Company's financial statements or tax returns.  In
estimating future tax consequences, the Company generally considers all
expected future events other than changes in the tax law or rates.  A
valuation allowance is recorded when it is deemed more likely than not
that a deferred tax asset will be not realized.

Concentrations.

The Company maintains cash in financial institutions insured by the
Federal Deposit Insurance Corporation ("FDIC") up to $250,000.



<PAGE>14

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.

Share-Based Payments.

Effective January 1, 2006, the Company has fully adopted the provisions
of ASC Topic 718 "Compensation - Stock Compensation" and related
interpretations.  As such, compensation amounts, if any, are amortized
over the respective vesting periods of the option grant.

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
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.



<PAGE>15

Recent Accounting Pronouncements.

In May 2009, the FASB issued an accounting standard update, which
establishes the accounting for and disclosures of subsequent events.  The
Company adopted this accounting standard update during the three months
ended June 30, 2009.  The adoption of this accounting standard update did
not have material impact on the Company's consolidated financial
statements.

In June 2009, the FASB issued Accounting Standards Update No. 2009-01
("ASU 2009-01"), which establishes the FASB Accounting Standards
CodificationTM as the source of authoritative U.S. GAAP recognized by the
FASB to be applied by nongovernmental entities.  The Company adopted ASU
2009-01 during the three months ended September 30, 2009 and its adoption
did not have any impact on the Company's consolidated financial
statements.

Accounting Standards Codification
In June 2009, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Codification ("ASC") 1-5, FASB Accounting Standards
Codification ("ASC 105").  The statement confirmed that the FASB
Accounting Standards Codification (the "Codification") is the single
official source of authoritative GAAP (other than guidance issued by the
SEC), superseding existing FASB, American Institute of Certified Public
Accountants, Emerging Issues Task Force, and related literature.  The
Codification does not change GAAP.  Instead, it introduces a new
structure that is organized in an easily accessible, user-friendly online
research.

In May 2009, the FASB issued ASC 855, Subsequent Events ("ASC 855"),
which established the principles and requirements for the recognition and
disclosure of events or transactions occurring after the balance sheet
date in the financial statements.  In particular, ASC 855: (i) identifies
the period after the balance sheet date during which management of the
Company should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, (ii)
identifies the circumstances under which the Company should recognize
events or transactions occurring after the balance sheet date in its
financial statements and (iii) requires certain expanded disclosures in
the financial statements about events or transactions that occurred after
the balance sheet date.  ASC 855 is effective for the Company's financial
statements for the period beginning on April 1, 2009.  The adoption of
ASC 855 had no effect on the Company's financial condition or results of
operations.

In August 2009, the FASB issued Accounting Standards Update ("ASU") No.
2009-05, Fair Value Measurements and Disclosures (Topic 820) - Measuring
Liabilities at Fair Value.  This update provides clarification for the
fair value measurement of liabilities in circumstances in which a quoted
price in an active market for an identical liability is not available.
This update is effect for interim periods beginning after August 28,
2009.  The Company does not expect the adoption of this standard to have
a material effect on its financial position or results of operations.


<PAGE>16

In January 2010, the FASB issued accounting standard update ("ASU") No.
2010-06, "Improving Disclosures about Fair Value Measurements" an
amendment to ASC Topic 820, "Fair Value Measurements and Disclosures".
This amendment requires an entity to:  (i) disclose separately the
amounts of significant transfers in and out of Level 1 and Level 2 fair
value measurements and describe the reasons for the transfers and (ii)
present separate information for Level 3 activity pertaining to gross
purchases, sales, issuances and settlements.  ASU No. 2010-06 is
effective for the Company for interim and annual reporting beginning
after December 15, 2009, with one new disclosure effective after December
15, 2010.  The adoption of ASU No. 2010-06 did not have a material impact
on the results of operations and financial condition.

In February 2010, the FASB issued an amendment to the accounting
standards relating to the accounting for, and disclosure of, subsequent
events in an entity's consolidated financial statements.  This standard
amends the authoritative guidance for subsequent events that were
previously issued and among other things exempt Securities and Exchange
Commission registrants from the requirement to disclose the date through
which it has evaluated subsequent events for either original or restated
financial statements.  This standard does not apply to subsequent events
or transactions that are within the scope of other applicable GAAP that
provides different guidance on the accounting treatment for subsequent
events or transactions.  The adoption of this standard did not have a
material impact on the Company's financial statements.


NOTE 2.  RELATED PARTY TRANSACTIONS

During the year ended December 31, 2010 and 2009, the Company paid an
affiliated entity $10,050 and $29,800, respectively, in rent,
administration and taxes.

The Company borrowed funds during the year from a company with common
shareholders.


NOTE 3.  DUE TO, FROM AFFILIATES

As of December 31, 2009, due from affiliates consists of $6,189 due
from affiliates, including accrued interest of $1,189.  The note is
payable on demand and bears interest at 8% per annum.  The note was
repaid during the current year.

During the year, the Company borrowed money from certain affiliates.
The loans are due on demand and do not bear any interest.


NOTE 4.  INCOME TAXES

The Company accounts for income taxes under ASC 740, which requires use
of the liability method.  ASC 740 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.

<PAGE>17

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, 2010 and 2009, as shown:

                                             2010        2009
                                            ------      ------
Tax expense (benefit) at the federal
   statutory rate                         $(25,500)   $(78,750)
State taxes, net of federal benefit         (2,550)     (8,325)
Increase (decrease) in valuation allowance  28,050      87,075
                                          --------     -------
Tax expense (benefit)                     $      -     $     -
                                          ========     =======

The components of the deferred tax asset and deferred tax liability at
December 31, 2010 and 2009 are as follows:

                                             2010         2009
                                            ------       ------
Deferred tax asset:
   Net operating loss
     carry forwards                       $ 293,000   $ 265,000
   Valuation allowance                     (293,000)   (265,000)
                                          ---------   ---------
                                          $       -   $       -
                                          =========   =========

As of December 31, 2010, the Company has a net operating loss
carryforward of approximately $761,000. This loss will be available to
offset future taxable income.  If not used, this carryforward will
expire through 2030 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.


<PAGE>18

No warrants were exercised during the years ended December 31, 2010 and
December 31, 2009.  There are no warrants outstanding as of this date.

Stock based Compensation Expenses 2009:  In conjunction with the stock
purchases during the year ended December 31, 2009, pursuant to
accounting rules and principles applicable to stock sales in related
party transactions, the Company recorded a $19,000 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
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.


NOTE 7.  SUBSEQUENT EVENTS

We have evaluated events and transactions through the date the
financial statements were issued, for potential recognition or
disclosure in the accompanying financial statements.  Wee did not
identify any events or transactions that should be recognized or
disclosed in the accompanying financial statements.



<PAGE>19

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None


ITEM 9A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures:

We maintain disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act that are designed to
insure that information required to be disclosed in the reports we file
or submit under the Exchange Act is recorded, processed, summarized and
reported within the periods specified in the Securities and Exchange
Commission's rules and forms and that such information is accumulated
and communicated to our management, including our CEO and CFO, or the
persons performing similar functions, to allow timely decisions
regarding required disclosure.

Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has evaluated
the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this annual report. Based on that
evaluation, our CEO and CFO, or the persons performing similar
functions, concluded that our disclosure controls and procedures were
effective as of December 31, 2010.

Management's Annual Report on Internal Control over Financial
Reporting:

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting.  Our internal control over
financial reporting is the process designed by and under the
supervision of our CEO and CFO, or the persons performing similar
functions, to provide reasonable assurance regarding the reliability of
our financial reporting and the preparation of our financial statements
for external reporting in accordance with accounting principles
generally accepted in the United States of America.  Management has
evaluated the effectiveness of our internal control over financial
reporting using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control
over Financial Reporting - Guidance for Smaller Public Companies.

Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has assessed
the effectiveness of our internal control over financial reporting as
of December 31, 2010, and concluded that it is effective.

This annual report does not include an attestation report of the
registrant's registered public accounting firm regarding internal
control over financial reporting.  Management's report was not subject
to attestation by the registrant's registered public accounting firm

<PAGE>20

pursuant to temporary rules of the Securities and Exchange Commission
that permit the registrant to provide only management's report in this
annual report.

Evaluation of Changes in Internal Control over Financial Reporting:

Under the supervision and with the participation of our CEO and CFO, or
those persons performing similar functions, our management has
evaluated changes in our internal controls over financial reporting
that occurred during the fourth quarter of 2010.  Based on that
evaluation, our CEO and CFO, or those persons performing similar
functions, did not identify any change in our internal control over
financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.

Important Considerations:

The effectiveness of our disclosure controls and procedures and our
internal control over financial reporting is subject to various
inherent limitations, including cost limitations, judgments used in
decision making, assumptions about the likelihood of future events, the
soundness of our systems, the possibility of human error, and the risk
of fraud. Moreover, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become
inadequate because of changes in conditions and the risk that the
degree of compliance with policies or procedures may deteriorate over
time. Because of these limitations, there can be no assurance that any
system of disclosure controls and procedures or internal control over
financial reporting will be successful in preventing all errors or
fraud or in making all material information known in a timely manner to
the appropriate levels of management.

ITEM 9B.  OTHER INFORMATION.

None










<PAGE>21

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 69      Chief Executive Officer/      August 7, 2007
                               President/Director          to present

Norman H. Becker, age 73    Treasurer/CFO/Controller/     Inception
                                Director                  to present

Ricardo A. Rivera, age 40       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.

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



<PAGE>22

of Certified Public Accountants and 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.

Non-Qualified and Incentive Stock Option Plans

The registrant does not currently have any stock option plans.

Section 16(a).  Beneficial Ownership Reporting Compliance

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

Code of Ethics Policy

We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.

Corporate Governance

There have been no changes in any state law or other procedures by
which security holders may recommend nominees to our board of
directors.  In addition to having no nominating committee for this
purpose, we currently have no specific audit committee financial
expert.  Based on the fact that our current business affairs are
simple, any such committees are exclusive and beyond the scope of our
business and needs.



<PAGE>23

ITEM 11.  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      2010      --     --           --            --       --      --          --
CEO                 2009      --     --           --            --       --      --          --
                    2008      --     --           --            --       --      --          --

Norman H. Becker    2010      --     --           --            --       --      --          --
CFO(1)              2009      --     --           --            --       --      --          --
                    2008      --     --           --            --       --      --          --

Ricardo A. Rivera   2010      --     --           --            --       --      --          --
VP                  2009      --     --           --            --       --      --          --
                    2008      --     --           --            --       --      --          --

All Executive
Officers            2010      --     --           --            --       --      --          --
As a Group          2009      --     --           --            --       --      --          --
4 Persons           2008      --     --           --            --       --      --          --
</TABLE>
(1) Norman H. Becker P.A., an entity controlled by Mr. Becker, an
officer and director, was paid $3,600 for various accounting services
during the year ending December 31, 2010.




<PAGE>24
              Option/SAR Grants in Last Fiscal Year
<TABLE>
                              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>
                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.  Prior to
his death, Frank R. Bauer devoted approximately 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 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following tabulates holdings of shares of Proguard Acquisition by
each person or entity who, subject to the above, as of December 31,
2010, 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.



<PAGE>25
<TABLE>
Name of Beneficial Owners       Common Stock
                              Beneficially Owned   Percentage Owned

                              <c>                    <c>
Allerton Towne                         0                   0.00%
1960 NE 30th Court
Lighthouse Point, FL 33064

Norman H. Becker                 200,000                   6.06%
1909 Tyler Street, #603
Hollywood, FL 33020

Ricardo A. Rivera                      0                   0.00%
1422 North Royal Cove Circle
Davie, FL 33325

Directors and Officers,
   as a group                    200,000 directly          6.06%

Other 5% holders

Corrections Systems
 International                   300,000(1)                9.09%
2501 E. Commercial Boulevard
Suite 207
Ft. Lauderdale, FL 33308

Financial Communications, Inc.   283,450(1)                8.59%
P.O. Box 804 Pompano
Pompano Beach, FL 33061

Professional Programmers, Inc.   250,000(1)                7.58%
2757 NE 31 Street
Lighthouse Pt. FL 33061

Diane Martini                    316,550                   9.59%
P.O. Box 804 Pompano
Pompano Beach, FL 33061

Estate of Frank R. Bauer         300,000                   9.09%
710 Cactus Flats Road
Carbondale, Colorado 91623
</TABLE>
Based upon 3,300,000 issued and outstanding as of December 31, 2010.

1.  Corrections Systems International, Inc., Financial Communications,
Inc. and Professional Programmers, Inc. are controlled by Diane
Martini.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

During the year ended December 31, 2010 and 2009, Proguard Acquisition
paid an affiliated entity $10,050 and $29,800.

<PAGE>26

As of December 31, 2009, there is a note payable to a related party in
the amount of $6,189, including interest.  The note is payable on
demand and bears interest at 8% per annum.  During the year ended
December 31, 2010, the note and related interest were paid in full.

Director Independence

The registrant's board of directors consists of Allerton Towne, Norman
Becker and Ricardo Rivera.  None of the directors are independent as
such term is defined by a national securities exchange or an inter-
dealer quotation system.  During the fiscal years ended December 31,
2010 and December 31, 2009, there were no transactions with related
persons other than as described in the section above.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.   We incurred aggregate fees and expenses of $9,250 and
$14,250 from Sherb & Co., LLP, respectfully for the 2010 and 2009 fiscal
years.  Such fees included work completed for our annual audit and for
the review of our financial statements included in our Forms 10-K and
10-Q.

Tax Fees.   We did not incur any aggregate tax fees and expenses from
Sherb & Co., LLP for the 2010 and 2009 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 2010 and 2009.  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 2010 and 2009 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.

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) List of financial statements included in Part II hereof:

Report of Independent Registered Public Accounting Firm
Balance Sheet at December 31, 2010 and 2009
Statements of Operations for the years ended December 31, 2010 and 2009



<PAGE>27

Statement of Changes in Stockholders' Equity for the years ended
December 31, 2010 and 2009
Statements of Cash Flows for the years ended December 31, 2010 and 2009
Notes to Financial Statements

(a)(2) List of financial statement schedules included in Part IV
hereof:

None

 (a)(3) 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>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 25, 2011

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.

Proguard Acquisition Corp.
(Registrant)

By: /s/Norman Becker                           Dated: March 25, 2011
    Controller, Chief Financial Officer
    Director

By: /s/Ricardo A. Rivera                       Dated: March 25, 2011
     Director

By: /s/Allerton Towne                          Dated: March 25, 2011
     Director