SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB

[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended September 30, 2007

-OR-

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction 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 Identification Number)
of incorporation or organization

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)

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

Yes  [ x ]      No [  ]

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  [ x ]      No [   ]

The number of outstanding shares of the registrant's common stock,
November 8, 2007:  Common Stock  -  3,000,000





<PAGE>2


 PART I -- FINANCIAL INFORMATION


Item 1.   Financial Statements                    Page
                                                               ----

Balance Sheet,
   September 30, 2007(unaudited)                                 3
Statements of Operations for the three months and
   nine months ended September 30, 2007 and 2006
   (unaudited)                                                 4-5
Statements of Cash Flows for the
   nine months ended September 30, 2007
   and 2006 (unaudited)                                        6-7
Notes to financial statements                                  8-9

Item 2.   Management's Discussion and
           Analysis or Plan of Operation                     10-11

Item 3.   Controls and Procedures                               11

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                     12

Item 2.   Unregistered Sales of Equity Securities
           and Use of Proceeds                                  12

Item 3.   Default Upon Senior Securities                        12

Item 4.   Submission of Matters to a Vote of
           Security Holders                                     12

Item 5.   Other Information                                     12

Item 6.   Exhibits                                              12

Signatures                                                      13




<PAGE>3
PROGUARD ACQUISITION CORP.
BALANCE SHEET
SEPTEMBER 30, 2007
(UNAUDITED)

                                ASSETS
Current assets:
  Cash                                                     $  248,452
  Due from affiliates                                         120,174
                                                           ----------
    Total Current Assets                                   $  368,626
                                                           ==========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                         $    2,225
                                                           ----------
    Total Current Liabilities                                   2,225
                                                           ----------
Stockholders' equity:
  Preferred stock, $0.001 par value, 5,000,000 shares
    authorized, no shares issued or outstanding                     -
  Common stock, $0.001 par value, 50,000,000 shares
      authorized, 3,000,000 shares issued and outstanding       3,000
  Additional Paid in capital                                  701,647
  Accumulated deficit                                        (338,246)
                                                           ----------
                                                              366,401
                                                           ----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $  368,626
                                                           ==========

See accompanying notes to the unaudited financial statements



<PAGE>4

PROGUARD ACQUISITION CORP.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 and 2006
(UNAUDITED)

                                                 2007         2006
                                              ----------   ----------
Interest Income                                 $  8,122     $  2,825

SELLING, GENERAL AND ADMINISTRATIVE
   EXPENSES                                     (136,076)     (46,228)
                                                --------     --------
LOSS FROM CONTINUING OPERATIONS                 (127,954)     (43,403)

DISCONTINUED OPERATIONS:
  Income from discontinued operations                  -       6,646
                                               ---------   ----------
(LOSS) BEFORE BENEFIT FOR INCOME TAXES          (127,954)     (36,757)
BENEFIT FOR INCOME TAXES                               -        8,413
                                               ---------   ----------
NET (LOSS)                                     $(127,954)  $  (28,344)
                                               =========   ==========
Basic and diluted (loss)
  per common share                             $   (0.04)  $    (0.01)
                                               =========   ==========
Weighted average number of common shares
 and common equivalent shares
    Basic                                      2,947,762    2,729,041
                                               =========    =========
    Diluted                                    2,947,762    2,729,041
                                               =========    =========


See accompanying notes to the unaudited financial statements.



<PAGE>5

PROGUARD ACQUISITION CORP.
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 and 2006
(UNAUDITED)

                                                 2007         2006
                                              ----------   ----------
Interest Income                                 $ 15,764     $  6,291

SELLING, GENERAL AND ADMINISTRATIVE
   EXPENSES                                     (186,103)    (126,481)
                                                --------     --------
LOSS FROM CONTINUING OPERATIONS                 (170,339)    (120,190)

DISCONTINUED OPERATIONS:
  Income from discontinued operations                  -       82,319
                                               ---------   ----------
(LOSS) BEFORE BENEFIT FOR INCOME TAXES          (170,339)     (37,871)
BENEFIT FOR INCOME TAXES                               -       13,342
                                               ---------   ----------
NET (LOSS)                                     $(170,339)  $  (24,529)
                                               =========   ==========
Basic and diluted (loss)
  per common share                             $   (0.06)  $    (0.01)
                                               =========   ==========
Weighted average number of common shares
 and common equivalent shares
    Basic                                      2,836,479    2,628,232
                                               =========    =========
    Diluted                                    2,836,479    2,628,232
                                               =========    =========


See accompanying notes to the unaudited financial statements.




<PAGE>6

PROGUARD ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 and 2006
(UNAUDITED)

                                                 2007         2006*
                                              ----------   ----------
Cash flows from operating activities:
  Net (loss) from continuing operations        $(170,339)   $(106,848)
                                                --------     --------

 Adjustments to reconcile net income(loss)
  to net cash provided by (used in)
Operating activities:
  Stock based compensation                        60,074           -
  Increase(decrease) in accounts payable
     and accrued expenses                            (26)          -
  (Increase) due from shareholders                     -      (17,500)
  Income from discontinued operations                  -       82,319
  Changes in discontinued assets and
    liabilities from operations:
      (Increase) in assets of
         discontinued operations                       -     (216,114)
      Increase(decrease) in liabilities
         of discontinued operations                    -       61,713
      (Increase) in deferred tax asset                 -      (13,342)
                                                --------     --------
             Total adjustments to net (loss)      60,048     (102,924)
                                                --------     --------
  Net cash (used in) operating activities       (110,291)    (209,772)
                                                --------     --------
Cash flows from investing activities                   -            -
                                                --------     --------
    Net cash (used in) investing activities            -            -
                                                --------     --------
Cash flows from financing activities:
  Proceeds from exercise of warrants              19,513      105,000
  Advances to affiliates                        (120,174)           -
  Proceeds from sale of common stock               5,462      361,989
                                                --------     --------
    Net cash provided by (used in) financing
      activities                                 (95,199)     466,989
                                                --------     --------

    Net increase (decrease) in cash and
      cash equivalents                          (205,490)     257,217
  Cash and cash equivalents, beginning of
      year                                       453,942       61,841
                                                --------     --------
  Cash and cash equivalents, end of period      $248,452     $319,058
                                                ========     ========



<PAGE>7



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

*reclassified for comparative purposes


See accompanying notes to the unaudited financial statements.




<PAGE>8
PROGUARD ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
(UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial statements and pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC").  The accompanying financial
statements for the interim periods are unaudited and reflect all
adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of
the financial position and operating results for the periods presented.
These financial statements should be read in conjunction with the
December 31, 2006 financial statements and notes thereto contained in
the Report on Form 10-KSB as filed with the Securities and Exchange
Commission.  The results of operations for the three months and nine
months ended September 30, 2007 are not necessarily indicative of the
results for the full fiscal year ending December 31, 2007.

Certain prior period amounts have been reclassified to conform with
current period presentation.  Such reclassifications had no effect on
reported net loss.

NOTE 2.  RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2007 and 2006, the Company
paid affiliated entities $77,750 and $41,525, respectively, for rent,
office expenses and consulting fees.

During the three months ended September 30, 2007 and 2006, the Company
paid affiliated entities $50,000 and $17,000, respectively for rent,
office expenses, and consulting fees.

During the nine months ended September 30, 2007, the Company advanced
$120,174, including interest, to related parties.  The notes are
payable on demand and bear interest at 8% per annum.

NOTE 3.  STOCKHOLDERS' EQUITY

(a) On March 9, 2006, the Company successfully completed its public
offering.  In conjunction therewith, the Company issued 360,400 units
which consisted of one common share and one warrant exercisable at
$1.75 per common share.

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



<PAGE>9

(c) On July 23, 2007, the Company sold 218,450 shares of restricted
common stock at $.025 per share for a total price of $5,461 from
previously authorized and unissued shares.  Total shares outstanding
subsequent to this transaction is 3,000,000 shares.

(d) Stock Based Compensation Expenses 2007:  In conjunction with the
stock purchases during the three months ended September 30, 2007,
pursuant to accounting rules and principles applicable to stock sales
in related party transactions, the Company recorded a $60,074 non-cash
increase in its "additional paid in capital" account and recorded non-
cash transaction expense for the same amount.  The accounting rules
require that in related party transactions, a non-cash expense be
recorded for the difference between "fair value" (as defined in the
rules) and the selling price.  Further, the transaction with the
related party cannot be considered to represent "fair value" and cannot
be viewed as an "arms-length transaction" for purposes of the
application of the rule and for the related computation.

NOTE 4.  OTHER EVENTS

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

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

In addition to the cross-relationship of the officers and directors,
Messrs. Becker and Bauer, to Proguard Acquisition and CSII in this
transaction, CSII has been a long-term loan creditor of Proguard
Protection, holding, prior to the purchase and sale transaction, an
interest-only loan obligation of Proguard Protection in the unpaid
principal amount of $100,000.  At completion of the subsidiary purchase
and sale transaction, the loan obligation of Proguard Protection to
CSII was current.  Following closing of the transaction on October 4,
2006, Proguard Protection's loan obligation to CSII was repaid.



<PAGE>10

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Liquidity and Capital Resources
-------------------------------

As at September 30, 2007, we had cash and cash equivalents of $248,452.

During the nine months ended September 30, 2007, net cash used in
operating activities of $110,291 was lower by $99,481 or 47.42% as
compared to the nine months ended September 30, 2006.  The reduction in
cash used by operating activities during 2007 resulted primarily from a
loss from operations.

During the nine months ended September 30, 2007 and 2006, Proguard did
not pursue any investing activities.

During the nine months ended September 30, 2007, net cash used in
financing activities of $95,199 was higher by $562,188 or 120.39% as
compared to the net cash provided by financing activities of $466,989
for the nine months ended September 30, 2006.

Our internal and external sources of liquidity have included interest
on investments, exercise of warrants and sale of common stock.  We are
currently not aware of any trends that are reasonably likely to have a
material impact on our liquidity.  Our current cash balance is
estimated to be sufficient to fund our current operations over the next
six to nine months and will not be sufficient to fund our long term
needs.  The basis that our cash balance is expected to be sufficient to
fund our current operations over the next six to nine months is based
on our current net cash usage rate (cash used offset by cash received)
which we estimate to be $7,000 to $10,000 per month.

Financing Activities.
---------------------
For the nine months ended September 30, 2007, Proguard Acquisition
received $24,975 from the proceeds from sales of our common stock and
the exercise of warrants as compared to $466,989 for the nine months
ended September 30, 2006.  In addition, the Company and made advances
to affiliates of $120,174 including interest.  As a result, Proguard
Acquisition had net cash used by financing activities of $(95,199) for
the nine months ended September 30, 2007.

Investing Activities.
---------------------
For the nine months ended September 30, 2007 and 2006, Proguard
Acquisition did not pursue any investing activities.



<PAGE>11

Critical Accounting Policies.
-----------------------------
Proguard Acquisition has adopted various accounting policies, which
govern the application of accounting principles generally accepted in
the United States of America in the preparation of Proguard
Acquisition's financial statements.  The significant accounting
policies of Proguard Acquisition are described in the notes to the
unaudited consolidated financial statements included in this report and
in the notes to the audited consolidated financial statements included
in Proguard Acquisition's 2006 Annual Report.

Certain accounting policies involve significant estimates and
assumptions by management, which have a material impact on the carrying
value of certain assets and liabilities; management considers such
accounting policies to be critical accounting policies.  The estimates
and assumptions used by management are based on historical experience
and other factors, which are believed to be reasonable under the
circumstances.  Because of the nature of the judgments and assumptions
made by management, actual results could differ from these judgments
and estimates, which could have a material impact on the carrying value
of assets and liabilities and the results of operations of Proguard
Acquisition.

Results of Operations.
----------------------

The three and nine months ended September 30, 2007 compared to three
and nine months ended September 30, 2006.
----------------------------------------------------------------------
For the three months ended September 30, 2007, Proguard Acquisition had
interest income of $8,122 and selling, general and administrative
expenses of $136,076 resulting in a loss from continuing operations of
$(127,954).

Comparatively, for the three months ended September 30, 2006, Proguard
Acquisition had interest income of $2,825 and selling, general and
administrative expenses of $46,228 resulting in a loss for continuing
operations of $(43,403).  Additionally, Proguard Acquisition had income
from discontinued operations of $6,646 for the three months ended
September 30, 2006 and net loss of $(28,344).

For the nine months ended September 30, 2007, Proguard Acquisition had
interest income of $15,764 and selling, general and administrative
expenses of $186,103 resulting in a loss of continuing operations of
$(170,339).  Included in the general and administrative expenses is
$60.074 of expenses related to a non-cash related party stock purchase.

Comparatively, for the nine months ended September 30, 2006, Proguard
Acquisition had interest income of $6,291 and selling, general and
administrative expenses of $126,481 resulting in a loss for continuing
operations of $(120,190).  Additionally, Proguard Acquisition had
income from discontinued operations of $82,319 for the nine months
ended September 30, 2006 and net loss of ($24,529).



<PAGE>12

Item 3. Controls and Procedures

During the nine months ended September 30, 2007, there were no changes
in our internal controls over financial reporting (as defined in Rule
13a-15(f) and 15d-15(e)under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting .

Evaluation of Disclosure Controls and Procedures

Frank Bauer, the Chief Executive Officer and Norman Becker, the Chief
Financial Officer of the Corporation have made an evaluation of the
disclosure controls and procedures relating to the report on Form 10QSB
for the nine months ended September 30, 2007 as filed with the
Securities and Exchange Commission and have concluded such controls and
procedures to be effective as of September 30, 2007 to ensure that
information required to be disclosed by the issuer in the reports that
it files or submits under the Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission's
rules and forms and to ensure that information required to be disclosed
by an issuer in the reports that it files or submits under the Act is
accumulated and communicated to the issuer's management, including its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.



<PAGE>13

PART II - OTHER INFORMATION

Item 1. Legal Proceedings. Not Applicable.

Item 2. Changes in Securities and Use of Proceeds.
        Not Applicable

Item 3. Defaults Upon Senior Securities.
        Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders.
         Not Applicable.

Item 5. Other Information. Not Applicable.

Item 6. Exhibits

          31.   Certifications Pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as amended

          32.  Certifications Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



<PAGE>14

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.

Dated:  November 12, 2007

Proguard Acquisition Corp.

By  /s/ Frank Bauer
    ------------------------
    Frank Bauer
    President and Director