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

 [X]  15, ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934 for the fiscal year ended:
                   12/31/05

                      OR

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

Commission file number: 333-123910

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


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

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

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

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

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

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



<PAGE>2

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

Proguard Aquisition's revenues for its most recent fiscal year were
$988,776.  The market value of Proguard Aquisition's voting $.001 par
value common stock held by non-affiliates of Proguard Aquisition was
approximately $0.00.

The number of shares outstanding of Proguard Acquisition's only class
of common stock, as of December 31, 2005 and February 28, 2006 was
2,350,000 shares of its $.001 par value common stock.

 No documents are incorporated into the text by reference.

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




<PAGE>3

                     PART I

ITEM 1.  BUSINESS

Proguard Acquisition, through our wholly owned subsidiary, Proguard
Protection Services, Inc. provides professional protection to clients
through installation and monitoring of fire, intrusion and
environmental security systems.  Proguard Acquisition was incorporated
in Florida in June 2004.  Our website address is
www.proguardprotection.com.

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

This acquisition of Proguard Protection, the accounting acquirer, by
Proguard Acquisition, a non-operating entity, was considered in
substance a capital transaction and has been accounted for as a reverse
acquisition, and no goodwill or other intangible assets have been
recorded.

Through Proguard Protection, we provide local, knowledgeable customer
care with technical service and response provided upon request.  This
is paired with security systems that range from residential intrusion,
fire and environmental systems to commercially multi unit fire alarm
systems by design.

Environmental systems consist of:
   -   Temperature sensors that monitor temperature levels and sends an
alarm if they rise or fall outside of a preset range and monitor
freezing before pipes break.
   -   Flood Sensors   Monitor for water leakage and sends alarm.
   -   Humidity Sensors   Monitor humidity.
   -   Gas Detectors   Monitor gas leakage and sends alarm.
   -   Carbon Monoxide Detectors   Monitor carbon monoxide levels in
the living areas and sends an alarm if a level is detected.

The following table outlines the approximate percentage of our business
that comes from fire alarms, intrusion alarms, and environmental
systems and the profitability of each type of system.



<PAGE>4
<TABLE>
<CAPTION>
Type of system         % of business   Monthly Monitoring Rate  Monthly Cost  Profit %

                           <c>                <c>                   <c>       <c>
Commercial Fire Alarms:      40%               $45.00               $12.00        74%
Residential Fire/Intrusion
   Alarms:                   50%               $39.95                $8.00        80%
Residential Environmental
   Alarms:                   10%               $29.95                $8.00        74%
</TABLE>
   Customer Security Alarm Systems.  Security alarm systems include
many different types of devices installed at customers' premises
designed to detect or react to various occurrences or conditions, such
as intrusion or the presence of fire or smoke.  These devices are
connected to a control panel that communicates through wireline and/or
wireless phone lines to a monitoring facility.  In most systems,
control panels can identify the nature of the alarm and the areas
within a building where the sensor was activated and can transmit that
information to a central monitoring station.

   Customer Contracts.  As of December 31, 2005, our customer contacts
consisted of the following:

Contract Term                    Number of accounts

  One Year                                5
  Two Year                                0
  Three Year                              1
  Four Year                               0
  Five Year                             552
<TABLE>
<CAPTION>
  Service         Number of accounts   Monthly Monitoring Rate  Monthly Cost  Profit %

                           <c>                <c>                   <c>       <c>
Extended Service
  Protection on five
   year contracts             45               $30.00             $15.00         50%
Cellular Radio Backup
   On five year contracts     22               $20.00              $9.00         55%
</TABLE>
Our existing alarm monitoring customer contracts provide for automatic
renewals for a fixed period (typically one year) unless we or the
customer elect to cancel the contract at the end of its term.

Customers can sign alarm monitoring contracts that include a bundled
monthly charge for monitoring and extended service protection, which
covers the normal costs of repair of the security system.  Customers
may elect to sign an alarm monitoring contract that excludes extended
service protection at a reduced monthly charge.  New residential and
commercial customers can elect to include line security based on
cellular technology in their service bundle.

Our monitoring facilities operate 24 hours per day, seven days a week,
including all holidays. Each monitoring facility incorporates the use
of communications and computer systems that route incoming alarm

<PAGE>5

signals and telephone calls to operators.  Each operator within a
monitoring facility monitors a computer screen that presents
information concerning the nature of the alarm signal, the customer
whose alarm has been activated and the premises on which such alarm is
located.  Other non-emergency administrative signals are generated by
low battery status, arming and disarming of the alarm monitoring system
and test signals, and such signals are processed automatically by
computer.  Depending upon the type of service for which the customer
has contracted, monitoring facility personnel respond to alarms by
relaying information to the local fire or police departments, notifying
the customer, or taking other appropriate action, such as dispatching
alarm response personnel to the customer's premises where this service
is available.

Our primary monitoring facility is listed by Underwriters Laboratories,
Inc., or UL, as protective signaling services stations. UL
specifications for monitoring facilities include building integrity,
back-up computer and power systems, staffing and standard operating
procedures.  In many jurisdictions, applicable law requires that
security alarms for certain buildings be monitored by UL listed
facilities.  In addition, such listing is required by certain
commercial customers' insurance companies as a condition to insurance
coverage.

Through our subsidiary, Proguard Protection, we are large enough to
serve customers' needs and attentive enough to know customers by name.
Compared to the industry average, we are a relatively small company
with only eleven employees.  However, we emphasize our service support
and maintain six service/installation technicians of which 55% are
field technicians.  The clientele in our target market require quick
response and solutions to their alarm problems, and maintaining a
higher ratio of field technicians to other personnel allows us to
provide that quick and quality service.

Our subsidiary is licensed to conduct business in the state of Colorado
and various counties in Colorado with designs and installation of
security systems, which meet and exceed specifications established by
the following industry standards:

   Underwriters Laboratories - Protective Signaling - certification -
tests and certifies equipment and is a manufacturer for our industry.
     - Level IV - certification
   National Institute of Engineering Technologies   Established
training courses,? testing and certification for fire alarm
installation levels.
   National Fire Protection Association   Established and maintains all
codes and regulations for installation of fire alarm systems.
Publishes code books and specifications for the industry to follow.
   American Society for Industrial Security Certified Protection
Specialists Executive Security International   Trade guilds and
associations which monitor and set procedures for the security
industry.



<PAGE>6

Our business model is based on the following:

   -   Local customer service provided by local experts
   Service calls for technical repairs or support scheduled upon
request
   -   Local sales representatives to design and bid custom systems who
know the area and the customer's specific security needs
   -   Level Three General Electric national account rating - General
Electric has four levels of buying power through the Security Pro
Dealer?Network.  Level III, which requires annual purchases to exceed
$72,000 per year.  The highest level, IV, required annual purchases to
exceed $144,000 per year.
   -   Obtaining clientele through attraction, marketing, account
takeovers and buyouts
   -   Partnership with local guard service companies as well as the
local Chamber of Commerce to become a part of the community.

We believe that the key to the success of our subsidiary's business is
as follows:

   Local company office
   Local company employees
All classifications for sales, service, and installation are
company employees.  Our central station monitoring and customer
dispatch are contracted with a third part U.L. central station
company.  We interface with this company through computer
internet and telephone on a 24/7 basis.

Our present geographic market is the Pitkin, Eagle and Garfield
County areas, which include Aspen, Snowmass Village and the
Roaring Fork Valley, Colorado.  Our corporate office in Aspen
services this market and all of our current employees live and
work within the market.
   Local merchant affiliation
To foster our local merchant affiliation, we have become members
of the Aspen/Snowmass Resort Association and Chamber of Commerce.
We also have an affiliation with the Roaring Fork Valley Chamber
and other city committees.  We have solicited all business in
Aspen/Snowmass and offered free inspections and takeover of
existing alarm systems.  Many businesses are now part of our
customer base, with many more being referred daily.
   Technology conducive to up-scale home sales while remaining
functional
   New industry undeveloped in area.
At this time we are the only local security company in the
Aspen/Snowmass area.  The last local company was purchased over
six years ago and moved down valley over one hour away.  Today,
our closest competitor is thirty miles down valley and must send
crews up the mountain to compete in our market.

Any major competitor could easily enter our area, however due to
the small customer base and the high cost of operations, it is
not practical for volume monitoring companies to service this the
area.

<PAGE>7

We have spent five years developing our model based on specialty
installations, customer service, guard response and selective
cost controls in which we see profitability.  All local
competitors are located at least one to two hours away and only
occasionally solicit our market.

We consider our area undeveloped in that no other competitor is
prepared to establish an office in our market and compete head to
head with our company.  It is undeveloped because no other
general dealer is within our market.  It is also considered
undeveloped due to the fact that other area competitors have
abandoned local specialty builders and contractors due to the
high cost of doing business.  As a result, we have gained in that
market with profitability in new construction build out.

The Market
-----------
Colorado
       The Pitkin, Garfield and Eagle county areas are presently
serviced by a few alarm companies providing traditional burglar & fire
alarm systems.

       Based on in-house research, we believe the existing alarm
companies have little to no local presence.  They are operating through
out-of-state offices or in two or three-man capacities with service
technicians who are not available on an on-call basis

       No company at the present time provides a local service facility
with local contact and guard response with the exception of our
subsidiary, Proguard Protection.

       The area is comprised of mainly high-end clientele and winter
retreat homes that are prime candidates for state-of-the-art
audio/video surveillance and alarm systems.

The following counties in Colorado are currently served by our Aspen
office
   Garfield           Mesa
   Eagle              Pitkin

Security Systems and Services
------------------------------
Through our subsidiary, Proguard Protection, we provide the following
security systems and services.

   Home Alarm Systems protecting against Intrusion, Fire, Environmental
       or any combination thereof.
   Commercial Fire and/or Intrusion Alarm Systems
   Wireless Systems and System Expansion provided by experts
   Vacation Security Services
   Home or Commercial Video Surveillance Systems with or without remote
       viewing
   Remote Access Control Systems
   24-Hour Local Alarm Monitoring with Central Station back-up

<PAGE>8

   Guard Response and Key holding Services
   Guard Tours of Second Home or Vacant Commercial Properties
   Cellular Back-up for Residential and Commercial Alarm Systems

Our subsidiary is an authorized dealer of the General Electric Security
Pro line of products that includes:
                                         Wholesale price   Retail price
   Security Pro 500 (Concord Express)         $  73.95          $395.00
   Security Pro 1000 (Simon III)              $ 155.00          $595.00
   Security Pro 6000 (Concord)                $ 149.95          $595.00
   Advent Home Navigator                      $ 405.00          $995.00
   Advent Commercial                          $ 450.00        $1,095.00
     Hardwire/Wireless System
   Advent Commercial Fire                     $ 675.00        $1,395.00
   Security Pro 7000 (Concord Ultra)          $ 385.00          $895.00
   Allegro System                             $ 135.35          $395.00
   Security Pro 400 (NetworX NX4)             $  26.60          $ 95.00
   Security Pro 600 (NetworX NX6)             $  39.90          $155.00
   Security Pro 800 (NetworX NX8)             $  63.70          $295.00
   Security Pro 801 (NetworX NX8E)            $  96.45          $395.00

Of the twelve (12) control panel packages offered to us by General
Electric, we purchase and install six (6) of them.  The product use is
as follows:

         Security Pro 500 (Concord Express):
Not used because it is a very low end system with minimal zone
capacity, that is not conducive to our market.

         Security Pro 1000 (Simon III):
The product is a complete RF Wireless Control Panel with built-in
keypad and siren, and is used in our condominium, townhouse and rental
properties which cannot have wiring completed.  *This product produces
about 10% of our revenue.*

         Security Pro 6000 (Concord):
The product is our main Hybrid (wireless and hardwire) panel used in
most existing home installations, and comes with an LCD keypad. It has
compatibility with up to 96 zones.  *This product produces about 30% of
our revenue.*

Advent Home Navigator:
Not used because of cost and difficulty for owner understanding.  It is
being replaced with the Pro 6000 (Concord).

         Advent Commercial:
Not used because of cost and lack of technical support.  It is being
replaced with the Concord and the Concord Ultra.

         Advent Commercial Fire:
Not used because it does not meet local Fire Codes.  It will not allow
for point I.D. addressability and utilizes wireless RF fire technology,
which is not approved by the local fire marshal.



<PAGE>9

         Security Pro 7000 (Concord Ultra)
Used on rare occasions where more than 96 zones are needed or where
module expansion is requested. *This product produces about 5% of our
revenue.*

         Allegro System:
This system is the latest small wireless system which is fully self-
contained with a wireless phone interconnect.  It is being used more
and more for applications where wiring is not possible, as in condos,
townhouses and apartments.  *This product produces about 10% of our
revenue.

         Security Pro 400 (Networx NX4)
Not used, as it is a low end hardwire panel with only 4 zones.  Not
conducive to our clientele.

         Security Pro 600 (Networx NX6)
Also not used because of it only having a 6 zone capacity and lack of
other upper end features.

         Security Pro 800 (Networx NX8)
Used for our basic hardwired new construction homes needing up to a 48
zone capacity.  It is a strong part of our new home installations.
*This product produces about 15% of our revenue.*

         Security Pro 801 (Networx NX8E)
Is our major panel for installation in new construction homes for the
upper end.  This product has a zone capacity of up to 192 zones with 8
partitions, LCD keypads and modular designs. *This product produces
about 30% of our revenue.*

On February 19, 2003 we entered into a GE Interlogix Authorized Dealer
Agreement under its Security Pro Program, which secures our territory
and provides for discount product pricing, co-op advertising, GE logo
recognition, website affiliation, etc.  In addition to the dealer
program, GE Interlogic markets its security equipment through the
distribution system with our industry.  The terms of the agreement
include:

   -   Term.  The initial term was until February 17, 2004 and was
automatically renewed until February 17, 2005.  The agreement was
orally renewed to February 17, 2006 in contradiction to the terms of
the agreement that requires a written further renewal.  Proguard
Acquisition is currently waiting for receipt of said written further
renewal.

   -   Assigned Territory.  We have the non-transferable right to
distribute and sell the Security Pro line of security products within
the state of Colorado the counties of Eagle, Garfield and Pitkin.  GE
agreed to limit its appointment of dealers of Program Pro products
within the assigned territory.

     -   Sales Goal.  The initial sales goal of Proguard Acquisition was
$12,000 per month.  Failure to purchase Program Products in the minimum
amounts could result in the (i) termination of the agreement in GE

<PAGE>10

Interlogix's sole option or (ii) a change in the assigned territory
and/or assignment of additional dealers of Program Products within the
assigned territory at GE Interlogix's sole option.  On September 28,
2004, the agreement was adjusted by GE Interlogix to reflect a sales
goal of Proguard Acquisition reduced to $6,000 per month and a price
increase.  Failure to purchase Program Products in the minimum amounts
could result in the (i) termination of the agreement in GE Interlogix's
sole option, (ii) a change in the assigned territory and/or assignment
of additional dealers of Program Products within the assigned territory
at GE Interlogix's sole option or (iii) a change in the pricing and/or
sales commitment at GE Interlogix sole option.

To safeguard our product availability, we have opened accounts with
several distributors and negotiated pricing comparable to our Level III
schedule.

Our volume continues to grow with these distributors and we are
guaranteed an equipment channel, even if we should elect to terminate
our GE affiliation in the future.

Beginning in 2004, we began purchasing monitoring accounts from several
local competitors.  Through December 31, 2004, we purchased 73 accounts
for total consideration of $52,815.  During the year ended December 31,
2005, we purchased an additional 9 accounts for a total consideration
of $22,288.  The purchased contracts are subject to a one-year
guarantee from the seller.  Accordingly, the seller has allowed us to
defer payment of approximately 10% of the total purchase price for a
period of one year.  At December 31, 2005, we had deferred purchase
contracts payable of $7,551.  We will receive an aggregate of
approximately $3,350 in monthly fees from the accounts purchased to
date.

Expansion
----------
In the next four years, we intend to open two additional satellite
offices in the rural resort communities of Grand Junction and Gunnison
County.  To date, no lease agreements have been entered into and no
other specific details have been determined regarding these offices.

The following counties in Colorado will be served by Grand Junction and
Avon/Vail satellite offices
   Moffat               Gunnison
   RioBlanco            Montrose
   Summit               Delta
   Lake



<PAGE>11

Regulatory Matters
---------------------

A number of local governmental authorities have adopted or are
considering various measures aimed at reducing the number of false
alarms. Such measures include:

   -  Permitting of individual alarm systems and the revocation of such
permits following a specified number of false alarms;
   -  Imposing fines on alarm customers for false alarms;
   -  Imposing limitations on the number of times the police will
respond to alarms at a particular location after a specified number of
false alarms;
   -  Requiring further verification of an alarm signal before the
police will respond; and
   -  Subjecting alarm monitoring companies to fines or penalties for
transmitting false alarms.

Our operations are subject to a variety of other laws, regulations, and
licensing requirements of federal, state, and local authorities.  In
certain jurisdictions, we are required to obtain licenses or permits,
to comply with standards governing employee selection and training, and
to meet certain standards in the conduct of our business.

Our alarm industry is also subject to requirements imposed by various
insurance, approval, listing and standards organizations.  Depending
upon the type of customer served, the type of security service
provided, and the requirements of the applicable local governmental
jurisdiction, adherence to the requirements and standards of such
organizations is mandatory in some instances and voluntary in others.

Our advertising and sales practices are regulated in the United States
by both the Federal Trade Commission and state consumer protection
laws.  In addition, certain administrative requirements and laws of the
jurisdictions in which we operate also regulate such practices.

Such laws and regulations include restrictions on the manner in which
we promote the sale of our security alarm systems and the obligation to
provide purchasers of our alarm systems with rescission rights.

Our alarm monitoring business utilizes wireline and wireless telephone
lines and radio frequencies to transmit alarm signals.  The cost of
telephone lines, and the type of equipment which may be used in
telephone line transmission, are currently regulated by both federal
and state governments.  The Federal Communications Commission and state
public utilities commissions regulate the operation and utilization of
radio frequencies

COMPETITION
------------
The security alarm industry is highly competitive. In North America,
there are four alarm companies that offer services across the United
States with the remainder being either large regional or small,
privately held alarm companies.  Based on total annual revenues in
2004, the top four alarm companies in North America are:

<PAGE>12

   -  ADT Security Services, a subsidiary of Tyco International, Inc.
   -  Brink's Home Security, Inc., a subsidiary of The Brink's Company
   -  Protection One, Inc.
   -  Honeywell Security Monitoring, a division of Honeywell, Inc.

Competition in the security alarm industry is based primarily on market
visibility, price, reputation for quality of services and systems,
services offered and the ability to identify and to solicit prospective
customers as they move into homes and businesses.  We believe that we
compete effectively with other regional and local security alarm
companies due to our ability to offer integrated alarm system
installation, monitoring, repair and enhanced services, our reputation
for reliable equipment and services, our prominent presence in the area
surrounding our office.

EMPLOYEES
-----------
We presently have eleven full-time employees and no part-time
employees.  These employees include three office staff, two sales
agents, four system installers and two service department workers.


ITEM 2.  PROPERTIES.

We lease our office space at 400 W. Main Street, Suite 12, Aspen, CO
81611 at a monthly rate of $3,000 through January 31, 2006.  We entered
into a new lease for this property effective February 1, 2006 for a
monthly rent of $3,300 through January 31, 2007. Our office space
consists of 1,700 square feet.  Aggregate amounts due for rents in
future periods amount to $39,300 in 2006 and $3,300 in 2007.  Rent
expense for the years ended December 31, 2005 and 2004 amounted to
$35,400 and $28,600, respectively.

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


ITEM 3.   LEGAL PROCEEDINGS.

Proguard Acquisition management is aware of no pending or threatened
litigation.  During the fourth quarter of the fiscal year ended
December 31, 2005, Proguard Acquisition was not a party to any legal
proceedings.




<PAGE>13

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

During the fourth quarter of the fiscal year ended December 31, 2005,
no matters were submitted to a vote of Proguard Acquisition's security
holders, through the solicitation of proxies.




<PAGE>14

                    PART II

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

Market Information.  Our common stock is not listed on any exchange or
over the counter.

The approximate number of holders of record of Proguard Acquisition's
$.001 par value common stock, as of December 31, 2005 and February 28,
2006 was 30 and 33, respectively.

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


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

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

This acquisition of Proguard Protection, the accounting acquirer, by
Proguard Acquisition, a non-operating entity, was considered in
substance a capital transaction and has been accounted for as a reverse
acquisition, and no goodwill or other intangible assets have been
recorded.

The following discussion of Proguard Acquisition includes the financial
results of its wholly owned subsidiary, Proguard Protection.

Trends and Uncertainties.  The demand for our products and services
would be negatively affected by an increased adoption of non-response
or verification-required policies by police departments as well as
economic downturns.

We receive an aggregate of $2,581 in monthly fees from our purchase of
contracts in 2004 and $769 from new accounts purchased during the year
ended December 31, 2005.  This amount may be reduced if any of the
customers cancel their existing contracts.  We continue to grow our
account base through purchases and in-house sales.  As of December 31,
2005, our monthly fees for monitoring totaled $24,296.  Increases in
our account base have exceeded any customer cancellations we have
received to date.  As of December 31, 2005, our customer account base
has increased to 558 accounts, averaging approximately 15 new accounts
per month.  However, a large number of cancellations would have a
negative impact on future results of operations and liquidity.


<PAGE>15

Financing Activities.  For the year ended December 31, 2005, Proguard
Acquisition received proceeds from related party loans of $20,000,
proceeds from line of credit of $36,509 and proceeds from shareholder
deposits of $51,350.  As a result, net cash provided by financing
activities was $107,859 for the year ended December 31, 2005.

During 2004, we raised money through the sale of 1,955,000 common
shares for $.05 per common share for a net amount of $87,750.  These
sales were made to officers and directors, and promoters, their family
and business associates.  All of these common shares were issued to
sophisticated investors under an exemption from registration pursuant
to Section 4(2) of the Securities Act of 1933.

Investing Activities.  During the year ended December 31, 2005, we
decreased our cash flow by purchasing security monitoring contracts
from third parties for the net value of $22,288.  Our cash flow should
increase due to the fact that we will receive an aggregate of $769 in
monthly fees due to this acquisition.  We also purchased property and
equipment of $12,984.  As a result, we had net cash used in investing
activities of $35,272 for the year ended December 31, 2005.

During the year ended December 31, 2004, we decreased our cash flow by
purchasing security monitoring contracts from third parties for the net
value of $47,521.  Our cash flow should increase due to the fact that
we will receive an aggregate of $2,581 in monthly fees due to this
acquisition.

Results of Operations.

Quarterly billings for monitoring are billed in advance.  At December
31, 2004 and 2005, Proguard Acquisition had billed for the three months
ended March 31, 2005 and 2006.  All of this billed revenue is deferred
to the following period and recognized in its entirety.

The bundled monthly charge for monitoring and extended service
protection is billed on a quarterly basis in advance. Revenue for both
monitoring and extended service protection is recorded as Monitoring
Revenue.  Quarterly billed revenue is deferred at the time of billing
and recognized during the quarter covered by the billing period.
Expense related to both the monitoring and extended service protection
is recognized in the quarter in which they are incurred.

The year ended December 31, 2005 compared to the year ended December
31, 2004.

Our sales increased significantly in 2005 from $585,387 in 2004 to
$998,776 due to increased operations and the purchase of the security
monitoring contracts.  Revenues were earned primarily by the sale of
equipment, installation fees and monitoring fees.

Our 2005 sales increased significantly for the following
reasons:



<PAGE>16

Equipment and installation sales increased $286,885 or 68.13%.
   -   New construction contracts were established with
builders;
   -   Equipment discounts were offered to customers requiring
upgrades;
   -   Our general electric product recognition brought in new
customers; and
   -   Heavy marketing campaign for GE wireless hybrid systems
installed in expensive homes was effective.
   -   Builders business added to installation revenue;
   -   Labor prices were increased from $65.00 to $78.00 per
hour (20%) and accepted.  This labor rate remains still below
our competition;
A heavy marketing campaign for system upgrades and conversion
was conducted;
   -   Hybrid wireless systems allowed installations to meet
insurance requirements without having to destroy homes; and
   -   Actual installs increased by 169% for 2004.

Monitoring revenue increased by $81,792, or 68.01%.
   -   Our customer base increased from 377 to 558 customers
for 48.06% growth;
   -   Monthly reoccurring revenue per account increased due to
other services (open/close reports, service contracts, key
holder service, cell radio back-up, etc.), being sold;
   -   Strong increase in commercial fire and business accounts
increased monthly monitoring rate average;

   -   Real estate brokers and property managers began
transferring bulk accounts to our company; and
   -   Local company/local service theme began to take root.

Service revenue increased $34,709 to 78.79%.
   -   Hourly service rate was increased by $13.00;
   -   Free service calls were reduced;
   -   Service call labor was reduced through better routing
and efficiency; and
   -   Marketing campaign for free system inspections produced
major service revenue for upgrade and change out of defective
equipment found and documented.

Our costs of sales increased from $327,619 for the year ended
December 31, 2004 to $418,477 for the year ended December 31,
2005.  This increase was mainly due to increased equipment and
installation costs of $30,728, increased subcontracted labor of
$18,098 and increased wages of $29,286 for monitoring and
installation of the systems.

Our selling and administrative expenses almost doubled for the
year ended December 31, 2005 compared to December 31, 2004
mainly due to costs associated with increased operations and
professional fees paid in relation to the recent public
offering.


<PAGE>17

During 2004, we reduced some of our cash expenses by issuing
105,500 common shares for services valued at $26,375.  The
common shares were valued at fair market value of $.25 per
common share.  We did not issue any common shares for services
in 2005.

As our business increases, we expect our cost of sales to
increase due to the increased amount of labor necessary to
install and monitor the security systems.  However, we do not
expect to significantly increase the number of employees until
we expand.  We will continue to try to minimize our costs by
issuing common shares for services where possible.


ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                        PROGUARD ACQUISITION CORP.
                                Index to
                   Consolidated Financial Statements

                                                              Page
                                                           ----------

Reports of Independent Registered Public Accounting Firms       18

Consolidated Balance Sheet at December 31, 2005                 20

Consolidated Statements of Operations for the years ended
 December 31, 2005 and 2004                                     21

Consolidated Statement of Changes in Shareholders' Equity
 for the years ended December 31, 2005 and 2004                 22

Consolidated Statements of Cash Flows for the years ended
 December 31, 2005 and 2004                                     23

Notes to Consolidated Financial Statements                      24




<PAGE>18


Report of Independent Registered Public Accounting Firm

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


We have audited the consolidated balance sheet of Proguard Acquisition
Corp. as of December 31, 2005, and the accompanying related
consolidated statements of operations, changes in stockholders' equity
and cash flows for the year then ended. 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 audit.

We conducted our audit 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 audit
provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Proguard Acquisition Corp. as of December 31, 2005 and the results of
its operations and its cash flows for the year ended December 31, 2005,
in conformity with accounting principles generally accepted in the
United States of America.


/s/ Sherb & Co., LLP
March 30, 2006                             Certified Public Accountants
Boca Raton, Florida





<PAGE>19

Report of Independent Registered Public Accounting Firm

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

We have audited the consolidated balance sheet of Proguard Acquisition
Corp. as of December 31, 2004, and the accompanying related
consolidated statements of operations, changes in stockholders' equity
and cash flows for the year ended December 31, 2004.  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 audit.

We conducted our audit 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 audit
provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Proguard Acquisition Corp. as of December 31, 2004, and the results of
its operations and its cash flows for the year ended December 31, 2004,
in conformity with accounting principles generally accepted in the
United States of America.

/s/ Stark Winter Schenkein & Co., LLP
Denver, Colorado
March 17, 2005, except for Note 4,
dated August 5, 2005



<PAGE>20

PROGUARD ACQUISITION CORP.
Consolidated Balance Sheet
December 31, 2005

ASSETS

Current assets:
   Cash                                                     $   94,704
   Cash ? restricted                                            51,354
   Accounts receivable, net of allowance for
        doubtful accounts of $11,569                           123,903
   Inventory                                                    55,627
   Prepaid expenses and other current assets                     3,371
                                                            ----------
        Total current assets                                   328,959

Property and Equipment, net of accumulated
   depreciation                                                 23,223
Purchased Contracts, net of accumulated
   amortization                                                 55,077
Deferred tax asset                                               5,704
                                                            ----------
                                                            $  412,963
                                                            ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Line of credit                                           $   36,509
 Notes payable, related party                                 70,000
   Accounts payable                                             17,440
   Accrued expenses                                             16,524
   Deferred income                                              63,771
   Retainage payable                                             7,551
   Deposits                                                     51,350
                                                            ----------
       Total current liabilities                               263,145
                                                            ----------
Long-term liabilities:
   Note payable, related party                                  50,000
                                                            ----------
Stockholders' equity:
   Preferred stock, $0.001 par value, 5,000,000 shares
        authorized, no shares issued or outstanding                  -
   Common stock, $0.001 par value, 50,000,000 shares
       authorized, 2,350,000 shares issued and outstanding       2,350
   Additional paid-in capital                                  151,849
   Accumulated deficit                                         (54,381)
                                                            ----------
                                                                99,818
                                                            ----------
                                                            $  412,963
                                                            ==========
See accompanying notes to the consolidated financial statements.



<PAGE>21
PROGUARD ACQUISITION CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS

                                              For the years ended
                                                 December 31,
                                            2005               2004
                                        ----------          ----------
SALES:
 Equipment and installation             $  707,958          $  421,073
 Monitoring                                202,056             120,264
 Services                                   78,762              44,053
                                        ----------          ----------
                                           988,776             585,387
                                        ----------          ----------
COST OF SALES:
  Equipment and installation               145,449             114,721
  Monitoring                                26,661              13,915
  Labor                                    184,398             155,112
  Subcontracted labor                       61,969              43,871
                                        ----------          ----------
                                           418,477             327,619
                                        ----------          ----------
GROSS PROFIT                               570,299             257,768
                                        ----------          ----------
Selling, general and administrative
  expenses                                 526,653             278,640
Stock based compensation                         -              26,375
Depreciation Expense                         7,110               5,340
                                        ----------          ----------
                                           533,763             310,355
                                        ----------          ----------
INCOME(LOSS) FROM OPERATIONS                36,536             (52,587)
                                        ----------          ----------
OTHER INCOME (EXPENSE):
  Interest income                               62                 122
  Other income                               2,900                   -
  Interest expense                         (11,539)             (9,292)
                                        ----------          ----------
                                            (8,577)             (9,160)
                                        ----------          ----------
Net income (loss) before income taxes       27,959             (61,747)
Provision for income taxes ? current       (11,635)              3,945
Provision for income taxes ? deferred       17,339                   -
                                        ----------          ----------
NET INCOME (LOSS)                       $   33,663          $  (65,692)
                                        ==========          ==========
Per share information - basic and
 diluted
  Income (Loss) per common share        $     0.01         $    (0.06)
                                        ==========          ==========
  Weighted average number of shares
    Outstanding                          2,350,000             883,425
                                        ==========          ==========

See accompanying notes to the consolidated financial statements.

<PAGE>22

                     PROGUARD ACQUISITION CORP.
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
             FOR THE YEARS ENDED DECEMBER 31, 2005 and 2004
<TABLE>
<CAPTION>
                                       Common Stock  Additional
                                       ------------    Paid-in    Accumulated
                                    Shares    Amount   Capital     Deficit     Total
                                    ------    ------   -------     ---------   -----
      
                            <c>         <c>       <c>         <c>        <c>
Balance, December 31, 2003         353,328   $    353  $  30,732   $(22,352)   $8,733

 Common stock issued for
  services                          41,672         42     26,333          -    26,375

Common stock issued for
  recapitalization                 200,000        200     8,789          -      8,989

 Common stock issued for cash    1,755,000      1,755    85,995          -     87,750

 Net loss                                -          -          -    (65,692)  (65,692)
                                 ---------   --------  ---------   --------  --------
Balance, December 31, 2004       2,350,000      2,350    151,849    (88,044)   66,155

Net Income                              -          -          -      33,663    33,663
                                 ---------   --------  ---------   --------   -------
Balance, December 31, 2005       2,350,000   $  2,350  $ 151,849   $(54,381)  $99,818
                                 =========   ========  =========   ========   =======
</TABLE>
See accompanying notes to the consolidated financial statements.



<PAGE>23
                     PROGUARD ACQUISITION CORP.
                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                  For the years ended
                                                    December 31,
                                                2005            2004
                                               ------          ------
Cash flows from operating activities:
 Net (loss)income                          $    33,663     $  ( 65,692)
                                           -----------     -----------
 Adjustments to reconcile net income(loss) to
  net cash (used in) operating activities:
  Depreciation and amortization                 21,794          10,682
  Stock-based compensation                           -          26,375
  Accounts payable assumed in
    recapitalization                                 -            (900)
 Changes in current assets and current
  liabilities:
   Increase in accounts receivable             (51,517)        (15,949)
   Increase in inventory                       (21,831)         (3,467)
   (Increase) decrease in prepaid expenses
      and other current assets                     114          (3,316)
   (Increase) decrease in deferred tax asset    (5,704)          3,945
   Decrease in accounts payable                (34,000)           (733)
   Increase in accrued expenses                 (7,861)          8,967
   Increase in deferred income                  24,363          25,337
   Increase in retainage payable                 2,258               -
                                            ----------      ----------
  Total adjustments                            (72,384)         50,941
                                            ----------      ----------
  Net cash used in operating activities        (38,721)        (14,751)
                                            ----------      ----------
Cash flows from investing activities:
 Acquisition of property and equipment         (12,984)         (4,714)
 Cash received pursuant to
    recapitalization                                 -           9,889
 Acquisition of contracts                      (22,288)        (47,521)
                                            ----------      ----------
  Net cash used in investing activities        (35,272)        (42,346)
                                            ----------      ----------
Cash flows from financing activities:
 Proceeds from sale of common stock, net             -          87,750
 Proceeds from related party loans              20,000          50,000
 Proceeds from line of credit                   36,509               -
 Proceeds from shareholder deposits             51,350               -
                                            ----------      ----------
  Net cash provided by financing
    activities                                 107,859         137,750
                                            ----------      ----------
INCREASE IN CASH                                33,866          80,653

CASH, BEGINNING OF PERIOD                      112,192          31,539
                                            ----------      ----------
CASH, END OF PERIOD                         $  146,058      $  112,192
                                            ==========      ==========
See accompanying notes to the consolidated financial statements.

<PAGE>24
               PROGUARD ACQUISITION CORP.
                CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE YEARS ENDED DECEMBER 31, 2005 and 2004
                  (Continued)

Supplemental cash flow information:
 Cash paid for interest                     $   3,315       $   9,124
                                            =========       =========
 Cash paid for income taxes                 $       -       $       -
                                            =========       =========

Cash shown on the accompanying balance sheet as follows:

                                               2005
                                            ----------
Cash                                        $  94,704
Cash Restricted                                51,354
                                            ---------
                                            $ 146,058
                                            =========


See accompanying notes to the consolidated financial statements.



<PAGE>25
PROGUARD ACQUISITION CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations.

The accompanying consolidated financial statements present the accounts
of Proguard Acquisition Corp. (the Company), formed in Florida in June
2004, and Proguard Protection Services, Inc. (Protection), a Colorado
corporation and a wholly owned subsidiary of Proguard Acquisition Corp.
Proguard Protection was incorporated May 2000 under the laws of the
State of Colorado.  The Company is engaged in the business of the sale
and installation and monitoring of home and commercial security
devices.

Basis of Consolidation.

The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary.  All significant intercompany
accounts and transactions have been eliminated in consolidation.

Reclassifications.

Certain items in the December 31, 2004, financial statements have been
reclassified to conform to current year presentation.

Revenue Recognition.

In general, the Company records revenue when persuasive evidence of an
arrangement exists, services have been rendered or product delivery has
occurred, the sales price to the customer is fixed or determinable, and
collectibility is reasonably assured.  The following policies reflect
specific criteria for the various revenues streams of the Company.

The Company accounts for components of multiple-deliverable
arrangements as separate units of accounting.  There are three
components of revenue that may or may not be part of a multiple-
deliverable arrangement: the sale and installation of security devices,
extended service protection, and alarm monitoring.

The sale and installation of security devices are considered one
component since the Company does not sell security devices without also
providing the installation.  Customers, at the discretion of the
Company, may be required to remit a 50% deposit for the sale and
installation of security devices upon the signing of the contract.
Revenue from the sale and installation of security devices is
recognized upon the completion of the installation of the security
devices.  Security devices generally have a one-year limited warranty
from the manufacturer against defects.

Extended service protection is available to customers who purchase
installed security devices from the Company.  The Company also provides
extended service protection to customers who have already existing
security systems installed by others.

<PAGE>26

Contracts for extended service protection range from one to five years,
billed on a pay-as-you-go basis, and run concurrently with any warranty
offered by the manufacturer of the security devices.  The customer is
invoiced quarterly for the pro-rata share of the contract.  Revenue
from extended service protection is recognized during the quarter
covered by the billing period.  Customer contracts for extended service
protection can be terminated, at the discretion of the Company, upon a
30 day written notice of cancellation from the customer.  It is the
current policy of the Company to grant customers an early termination
of their contract upon the 30 day written notice and refund to the
customer any balance due.

Alarm monitoring is available to customers who may or may not have
purchased security devices from the Company.  Contracts for alarm
monitoring are from one to five years and are billed on a pay-as-you-go
basis.  The customer is invoiced quarterly for the pro-rata share of
the contract.  Revenue from alarm monitoring is recognized during the
quarter covered by the billing period.  As with extended service
protection, customer contracts for alarm monitoring can be terminated
at the discretion of the Company, upon a 30 day written notice of
cancellation from the customer.  It is the current policy of the
Company to grant customers an early termination of their contract upon
the 30 day written notice and refund to the customer any balance due.
Refunds of alarm monitoring revenue are prorated based upon the date of
disconnection.

In the Company?s multiple-deliverable arrangements, it is possible for
customers to bundle any combination of these three components, or
acquire any one or more of them elsewhere.  Each component has value to
the customer on a stand alone basis, and is accounted for as a distinct
and separate source of revenue by the Company.

Cash and Cash Equivalents.

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

Accounts Receivable.

Accounts receivable is recorded net of an allowance for expected
losses.  The allowance is estimated from historical performance and
projections of trends.  As of December 31, 2005, the allowance for
doubtful accounts was $11,569.

Inventory.

The Company?s inventory consists primarily of finished goods and
supplies and is valued at the lower of cost or market using the first-
in, first-out method.



<PAGE>27

Property and Equipment.

Property and equipment are recorded at cost.  Depreciation of assets is
computed using the straight-line method over the following estimated
useful lives:

Equipment                      5 years
Vehicles                       5 years
Furniture and fixtures         5 years
Leasehold improvements         3 years

Depreciation expense for the years ended December 31, 2005 and 2004 was
$7,110 and $5,340.

Purchased Contracts.

The Company acquired security monitoring contracts from third parties
during 2004.  These contracts are valued at cost and are being
amortized over a 60-month period, the expected life of the contracts.
Through December 31, 2004, the Company purchased 73 accounts for total
consideration of $52,815.  During 2005, the Company purchased 9
accounts for total consideration of $22,288.  The purchased contracts
are subject to a one-year guarantee from the seller.  Accordingly, the
seller has provided the Company deferred payment of approximately 10%
of the total purchase price for a period of one year.  At December 31,
2005, the Company had deferred purchase contracts payable of $7,551.

Net Income (Loss) Per Common Share.

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

Income Taxes.

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



<PAGE>28

Financial Instruments.

Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of
December 31, 2005.  The respective carrying value of certain on-
balance-sheet financial instruments approximated their fair values.

These financial instruments include cash, accounts receivable and
accounts payable, notes payable and lines of credit.  Fair values were
assumed Fair values were assumed to approximate carrying values for
these financial instruments because they are short term in nature and
their carrying amounts approximate fair values.

The carrying value of the Company?s long-term debt approximated its fair
value based on the current market conditions for similar debt
instruments.

Long Lived Assets.

The carrying value of long-lived assets is reviewed on a regular basis
for the existence of facts and circumstances that suggest impairment.
The Company will measure the amount of any impairment based on the
amount that the carrying value of the impaired assets exceed the
undiscounted cash flows expected to result from the use and eventual
disposal of the impaired assets.  The Company has not recorded
impairment losses during any period presented in the accompanying
financial statements.

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.

Advertising Costs.

Advertising costs are charged to expense as incurred.  Advertising
costs included in selling, general and administrative expenses were
$6,726 and $4,681 during the years ended December 31, 2005 and 2004,
respectively.




<PAGE>29

Stock-Based Compensation.

The Company accounts for equity instruments issued to employees for
services based on the fair value of the equity instruments issued and
accounts for equity instruments issued to other than employees based on
the fair value of the consideration received or the fair value of the
equity instruments, whichever is more reliably measurable.

The Company accounts for stock based compensation in accordance with
SFAS 123, "Accounting for Stock-Based Compensation."  The provisions of
SFAS 123 allow companies to either expense the estimated fair value of
stock options or to continue to follow the intrinsic value method set
forth in APB Opinion 25, "Accounting for Stock Issued to Employees"
(?APB 25?) but disclose the pro forma effects on net income (loss) had
the fair value of the options been expensed.  The Company has elected
to continue to apply APB 25 in accounting for its stock based
compensation.

Concentrations.

The Company operates primarily in the Aspen/Snowmass area of Colorado.
Future revenue growth may be limited unless the Company expands its
operating territory.

The Company is a distributor of General Electric security systems,
which systems constitute the majority of equipment sales.  The
Company?s relationship with this supplier is favorable.  The Company
believes that other sources of home security systems are available to
it should the need arise.

Recent Pronouncements.

In December 2004, the FASB issued SFAS 153, ?Exchanges of Nonmonetary
Assets,? an amendment to Opinion No. 29, ?Accounting for Nonmonetary
Transactions.?  Statement 153 eliminates certain differences in the
guidance in Opinion No. 29 as compared to the guidance contained in
standards issued by the International Accounting Standards Board.  The
amendment to Opinion No. 29 eliminates the fair value exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance.  Such an exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a
result of the exchange.  SFAS 153 is effective for nonmonetary asset
exchanges occurring in periods beginning after June 15, 2005.  Earlier
application is permitted for nonmonetary asset exchanges occurring in
periods beginning after December 16, 2004.  Management does not expect
adoption of SFAS 153 to have a material impact on the Company?s financial
statements.

In December 2004, the FASB issued SFAS 123(R), ?Share-Based Payment.?
SFAS 123(R) amends SFAS 123, ?Accounting for Stock-Based Compensation,?
and APB Opinion 25, ?Accounting for Stock Issued to Employees.?  SFAS
123(R) requires that the cost of share-based payment transactions
(including those with employees and non-employees) be recognized in the
financial statements.  SFAS 123(R) applies to all share-based payment

<PAGE>30

transactions in which an entity acquires goods or services by issuing (or
offering to issue) its shares, share options, or other equity instruments
(except for those held by an ESOP) or by incurring liabilities (1) in
amounts based (even in part) on the price of the entity?s shares or other
equity instruments, or (2)that require (or may require) settlement by the
issuance of an entity?s shares or other equity instruments.  This
statement is effective (1) for public companies qualifying as SEC small
business issuers, as of the first interim period or fiscal year beginning
after December 15, 2005, or (2) for all other public companies, as of the
first interim period or fiscal year beginning after June 15, 2005, or (3)
for all nonpublic entities, as of the first fiscal year beginning after
December 15, 2005.  Management is currently assessing the effect of SFAS
No. 123(R) on the Company?s financial statements. The Company has adopted
this policy (SFAS 123(R)) as of January 1, 2006.


NOTE 2.  ACQUISITION OF PROGUARD PROTECTION SERVICES, INC.

On July 1, 2004, the shareholders of Protection cancelled their
1,000,000 shares of outstanding Protection no par value common stock
and received 395,000 shares of the Company's restricted $0.001 par
value common stock.  Effective July 1, 2004, Protection became a wholly
owned subsidiary of the Company.  The Company was formed for the sole
purpose of acquiring Protection.  Prior to July 1, 2004, these entities
were not under common control.

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


NOTE 3.  PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and consisted of the
following at December 31, 2005:

Equipment                         $   11,883
Vehicles                              21,307
Furniture and fixtures                 3,083
Leasehold improvements                 3,460
                                  ----------
                                      39,733
Less accumulated depreciation        (16,510)
                                  ----------
                                  $   23,223
                                  ==========



<PAGE>31

NOTE 4.  RELATED PARTY TRANSACTIONS

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

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

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

During 2005 and 2004, the Company incurred interest expense to the
related entity totaling $8,224 and $7,153.

During the year ended December 31, 2005 and 2004, the Company paid an
affiliated entity $23,000 and $4,500, respectively, in rent,
administration and taxes.


NOTE 5.  INCOME TAXES

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

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

The income tax expense (benefit) differs from the amount computed by
applying the U.S. federal income tax rate to net income (loss) before
income taxes for the years ended December 31, 2005 and 2004, as shown:

                                             2005          2004
                                            ------        ------
Tax expense (benefit) at the federal
   statutory rate                         $  6,198      $ (10,436)
State tax                                    2,006         (1,800)
Increase(decrease) in valuation allowance  (17,339)        17,339



<PAGE>32

Other                                        3,431         (1,158)
                                         ---------      ---------
Tax expense (benefit)                    $  (5,704)     $   3,945
                                        ==========      =========

The components of the deferred tax asset and deferred tax liability at
December 31, 2005 and 2004 are as follows:

                                             2005         2004
                                            ------       ------
Deferred tax asset:
   Federal net operating loss
     carry forwards                        $  5,954    $ 16,129
   State net operating loss carry
    forwards                                  1,927       3,010
   Valuation allowance                            -     (17,339)
                                         ----------   ---------
                                              7,881       1,800
                                         ----------   ---------
Deferred tax liability:
   Property and equipment
                                             (2,177)     (1,800)
                                         ----------   ---------
                                             (2,177)     (1,800)
                                         ----------   ---------
           Net deferred tax asset        $   (5,704)          -
                                         ==========   =========

As of December 31, 2005, the Company has a net operating loss
carryforward of approximately $51,000. This loss will be available to
offset future taxable income.  If not used, this carryforward will
expire through 2025 subject to IRS Code Section 382 limits.


NOTE 6.  COMMON STOCK

During 2004, the Company issued 105,500 shares of common stock for
services.  The shares were valued at their fair market value which was
$0.25 per share based on the value of the shares exchanged for a
payable to an officer as discussed in Note 4.

Also, during 2004, the Company received $87,750 from the sale of
1,755,000 shares of its $.001 par value common stock at $0.05 per
share.


NOTE 7.  COMMITMENTS

The Company had leased its office space in Colorado at a monthly rate
of $3,000 through January 31, 2006.  Effective January 31, 2006, the
Company entered into a new lease agreement which provides for monthly
rent of $3,300 per month for the period February 1, 2006 through
January 31, 2007.

<PAGE>33

Aggregate amounts due for rents in future periods amount to $39,300 in
2006 and $3,300 in 2007.  Rent expense for the years ended December 31,
2005 and 2004 amounted to $35,400 and $28,600, respectively.


NOTE 8.  GENERAL

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. The
minimum offering is 300,000 units and the offering will terminate on
December 31, 2006.  As of December 31, 2005, the Company has sold
51,000 units for a total of $51,000.  The cash received for the sale of
securities is shown as deposits, a current liability, on the
accompanying balance sheet with a corresponding asset, cash-restricted.


NOTE 9. SUBSEQUENT EVENT

Through March 29, 2006, the Company received $360,400 in proceeds from
the sale of units consisting of one warrant and one share of common
stock.




<PAGE>34

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

(a)  On October 18, 2005, Proguard Acquisition Corp. dismissed
Stark Winter Schenkein & Co., LLP, its independent registered
public accountant firm.  The decision to dismiss Stark Winter
was approved by the Registrant?s board of directors.

Stark Winter reports on Proguard Acquisition Corp.?s financial
statements for either of the past two years, December 31, 2004
and 2003, did not contain an adverse opinion or a disclaimer of
opinion or was qualified or modified as to uncertainty, audit
scope or accounting principles.

During Proguard Acqusition Corp.?s two most recent fiscal
years, December 31, 2004 and 2003, and the subsequent period
through the date of dismissal, January 2005 through October 18,
2005, there were no disagreements on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope of procedure which disagreement(s), if not
resolved to the satisfaction of Stark Winter, would have caused
it to make reference to the subject matter of the
disagreement(s) in connection with its report as described in
Item 304 (a)(1)(iv) of Regulation S-B.

(b)  On October 18, 2005, the board of directors of Proguard
Acquisition Corp. engaged the accounting firm of Sherb & Co.,
LLP as principal accountants of Proguard Acquisition Corp. for
the fiscal year ended December 31, 2005.  Proguard Acquisition
Corp. did not consult Sherb & Co., LLP regarding the
application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that
might be rendered on Sherb & Co., LLP financial statements and
neither written nor oral advice was provided that was an
important factor considered by Sherb & Co., LLP in reaching a
decision as to the accounting, auditing or financial reporting
issue; or any matter that was the subject of a disagreement or
event identified in response to paragraph (a) (1)(iv) of Item
304 of Regulation S-B.












<PAGE>35

                               PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

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

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

                                  <c>                      <c>
Frank R. Bauer, age 60             President/CEO/Director      Inception
                                                             To present
Norman H. Becker, age 67         Treasurer/CFO/Controller/     Inception
                                        Director             To present
Ricardo A. Rivera, age 34            Vice President/
                                  Secretary/Director          Inception
                                                              To present
</TABLE>
BUSINESS EXPERIENCE OF OFFICERS AND DIRECTORS
---------------------------------------------

Frank R. Bauer has been president and director of Proguard Acquisition
since inception.  From 1988 to April 2004, he was vice president and
director of Ram Ventures Holdings Corp., a management, consulting
services and financial advisory services company until it was purchased
by American Apparel and Accessories, Inc., an apparel company.  Mr.
Bauer was an officer and a director of Ram Ventures Holdings Corp., now
an apparel company, from February 15, 1988 and its vice president since
January 4, 1993 until the change of control in March 2004.  Mr. Bauer
has been vice 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. Bauer was also president and chief executive officer of
Specialty Device Installers, Inc., a privately held Florida corporation
engaged in outside plant utility and construction contracting.  In
September of 1996, Specialty Device Installers, Inc. was acquired by
Guardian International, Inc.  Since 2000, Mr. Bauer has been employed
as president of Proguard Protection Services, Inc., a home security
corporation and a wholly owned subsidiary of Proguard Acquisition.  Mr.
Bauer received a Bachelor of Business Administration Degree from
Stetson University in Deland, Florida in 1967.



<PAGE>36

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

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


ITEM 10.  EXECUTIVE COMPENSATION

Executive Compensation

The following shows the annual salaries, bonuses and stock options for
our executive officers:
<TABLE>
                       SUMMARY COMPENSATION TABLE
                          Annual Compensation          Long-Term Compensation
                          -------------------          ----------------------
                                                   Awards                 Payouts
                                                -----------------------------------------
Name and                                           Other       Restricted        Options/      All
Principal                                          Annual        Stock           LTIP         Other
Position            Year    Salary   Bonus(2)   Compensation    Awards     SARS  Payouts   Compensation
---------           ----    ------   --------   ------------   ----------  ----  --------  ------------
<S>                 <C>     <C>      <C>        <C>            <C>         <C>   <C>          <C>
Frank R. Bauer*     2005 $93,600      --          --             --       --      --          --
 CEO                2004 $78,000(2)   --       $7,200(2)         --       --      --         $65(1)
                    2003 $41,500(2)   --           --            --       --      --       $16,500(1)
Norman H. Becker*   2005     --      --           --             --       --      --          --
 CFO                2004     --      --           --             --       --      --          --
                    2003     --      --           --             --       --      --          --



<PAGE>37

Ricardo A. Rivera   2005     --      --           --             --       --      --          --
 Vice President     2004     --      --           --             --       --      --          --
                    2003     --      --           --             --       --      --          --
All Executive
Officers            2005 $93,600     --           --             --        --      --         --
as a Group (3)      2004 $78,000     --          $7,200          --        --      --         --
Persons (1)         2003 $41,500     --           --             --        --      --         --
</TABLE>
(1)During the year ended December 31, 2003, Frank R. Bauer, an officer
was issued 66,000 common shares valued at $16,500 as payment for sales
commissions earned by Frank R. Bauer during the year ended December 31,
2002.   On July 1, 2004, Proguard Acquisition issued 65,000 common
shares to Frank Bauer at $.001 per share.

Norman H. Becker P.A., an entity controlled by Mr. Becker, an officer
and director, was paid $3,950 for various accounting services.

(2)Includes payments made to Mr. Bauer by Proguard Protection.

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

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

Frank R. Bauer    --             -             --               --
Norman Becker     --             -             --               --
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        --              --             --               --
Ricardo A. Rivera    --              --             --               --
</TABLE>
Messrs. Norman H. Becker and Ricardo A. Rivera devote approximately 20%
of their time, respectively, to Proguard Acquisition's affairs.  Frank
R. Bauer currently devotes 100% of his time to Proguard Acquisition's
and our subsidiary's affairs.  There are no employment agreements in
effect or presently contemplated.

<PAGE>38

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

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following tabulates holdings of shares of Proguard Acquisition by
each person or entity who, subject to the above, as of February 28,
2006, holds of record or is known by management to own beneficially
more than 5.0% of the common shares and, in addition, by all directors
and officers of Proguard Acquisition, individually and as a group.
Each named beneficial owner has sole voting and investment power with
respect to the shares set forth opposite his name.
<TABLE>
<CAPTION>
Name of Beneficial Owners       Common Stock
                              Beneficially Owned   Percentage Owned


                              <c>                    <c>
Frank R. Bauer
710 Cactus Flats Road         565,000                  24.04%
Carbondale, Colorado 91623

Norman H. Becker              100,000                   4.26%
2404 Hollywood Boulevard
Hollywood, FL 33020

Ricardo A. Rivera              70,000                   2.98%
1422 North Royal Cove Circle
Davie, FL 33325

Directors and Officers,
   as a group                 735,000                   31.28%

Pasquale Catizone              95,000 directly           4.04%
266 Cedar Street (1)           50,000 indirectly         2.13%
Cedar Grove, NJ 07009

Carmine Catizone              206,250 directly           8.78%
10 1/2 Walker Avenue(2)        75,000 indirectly         3.19%
Morristown, NJ 07960

Frank R. Bauer II             130,000                    5.53%
P.O. Box 4927
Aspen, Colorado 81612

Plymouth Capital, Inc.        150,000                    6.38%
17551 Weeping Willow Trail
Boca Raton, FL 33487
</TABLE>
Based upon 2,350,000 issued and outstanding as of February 28, 2006.


<PAGE>39

Frank R. Bauer, Norman Becker, Ricardo A. Rivera, Pasquale Catizone and
Carmine Catizone would be deemed to be promoters of Proguard
Acquisition.
1.   Includes 50,000 common shares held by Barbara Catizone, wife of
Pasquale Catizone.
2.   Includes 50,000 common shares held by Sherri Catizone, daughter of
Carmine Catizone and 25,000 held by Carmine Catizone, C/F Wyatt Byrd
and Jacob Byrd, grandchildren of Carmine Catizone.
3.   Plymouth Capital, Inc. is controlled by Allerton Town, a non-
affiliate.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

During 2005 and 2004, the Company incurred interest expense to the
related entity totaling $8,224 and $7,153.

During the year ended December 31, 2005 and 2004, the Company paid an
affiliated entity $23,000 and $4,500, respectively, in rent,
administration and taxes.




<PAGE>40

ITEM 13.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
     (a)   FINANCIAL STATEMENTS AND SCHEDULES

The following financial statements and schedules are filed as part of
this report:

Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheet at December 31, 2005
Consolidated Statements of Operations for the years ended
 December 31, 2005 and 2004Consolidated Statement of Changes in
Shareholders' Equity
 for the years ended December 31, 2005 and 2004
Consolidated Statements of Cash Flows for the years ended
 December 31, 2005 and 2004
Notes to Consolidated Financial Statements

Schedules Omitted:    All schedules other than those shown have been
omitted because they are not applicable, not required, or the required
information is shown in the financial statements or notes thereto.

(b)    List of Exhibits

            The following of exhibits are filed with this report:

   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

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

(B)    REPORTS ON FORM 8-K

On October 18, 2005, Proguard Acquisition filed a Form 8-K, Item 4
regarding a change in certifying accountants.



<PAGE>41

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.  We incurred aggregate fees and expenses of $15,000 from
Sherb & Co., LLP, respectfully for the 2005 fiscal year and $13,000 from
Stark Winter Schenkein for the 2004 fiscal year.  Such fees included work
completed for our annual audit and for the review of our financial
statements included in our Forms 10-KSB and 10-QSB.

Tax Fees. We did not incur any aggregate tax fees and expenses from
Sherb & Co., LLP for the 2005 fiscal year for professional services
rendered for tax compliance, tax advice, and tax planning.

All Other Fees.   We incurred audit related fees of $0 from Sherb &
Co., LLP and $9,053 from Stark Winter Schenkein & Co., LLP during
fiscal 2005 and 2004.  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
year 2005 were approved by the Board of Directors pursuant to its
policies and procedures. We intend to continue using Sherb & Co., LLP
solely for audit and audit-related services, tax consultation and tax
compliance services, and, as needed, for due diligence in acquisitions.



<PAGE>42

                 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 31, 2006

Proguard Acquisition Corp.

/s/Frank R. Bauer
------------------------------
By: Frank R. Bauer, President/CEO

In accordance with the requirements of the Securities Exchange
Act of 1934, as amendment, this report has been signed by the
following persons in the capacities and on the dates stated.
<TABLE>
<CAPTION>
Proguard Acquisition Corp.
(Registrant)
<S>                                                      <C>
By: /s/Frank R. Bauer                            Dated: March 31, 2006
    Director, Chief Executive Officer


By: /s/Norman Becker                             Dated: March 31, 2006
    Controller, Chief Financial Officer
    Director

By: /s/Ricardo A. Rivera                         Dated: March 31, 2006
     Director
</TABLE>