**UNITED
      STATES OF AMERICA**


**SECURITIES
      AND EXCHANGE COMMISSION**




**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**


(Mark
      One)


R
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


For
      the
      fiscal year ended June
      30, 2005





OR


*
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


For
      the
      transition period from ___________to _________







**Commission
      file No.** **0-29501**


**Com-Guard.com,
      Inc.**


(Exact
      name of registrant as specified in its charter)





**NEVADA**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            
            ******33-0879853******
              (I.R.S.
                Employer Identification No.)**2075
                Corte del Nogal, Suite R**
              **Carlsbad,
                California**
              (Address
                of principal executive offices)
            
            **92009**
              (Zip
                Code)




Registrant’s
      telephone number, including area code: **(760)
      431-2206**






Securities
      registered under Section 12(b) of the Exchange Act:




**Common
                Stock, $0.001 par value**
            
            ****
              **None**Title
                of Class
            
            Name
                of each exchange
              on
                which registered****




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      past 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 R No *





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (section 229.405 of this chapter) is not contained herein, and
      will not be contained, to the best of registrant’s knowledge, in definitive
      proxy or information statements incorporated by reference in Part III of this
      Form 10-K or any amendment to this Form 10-K. *





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


Yes * No R


State
      issuer’s revenues for its most recent fiscal year $6,559,000





As
      of
      October 14, 2005, the aggregate market value of the voting stock held by
      non-affiliates of the registrant was approximately $1,500,000 based on the
      last
      trade price as reported on the NASD OTC Bulletin Board.





As
      of
      October 14, 2005, there were 48,139,901 shares of the registrant’s Common Stock,
      $0.001 par value, issued and outstanding.


Transitional
      Small Business Disclosure Format. Yes * No R





**Forward
      Looking Statements**




In
      addition to historical information, this Annual Report on Form 10-KSB may
      contain forward-looking statements that involve a number of risks and
      uncertainties, including those discussed below at "Risks and Uncertainties."
      While this outlook represents management's current judgment on the future
      direction of the business, such risks and uncertainties could cause actual
      results to differ materially from any future performance suggested below.
      Readers are cautioned not to place undue reliance on the forward-looking
      statements, which speak only as of the date of this Annual Report. The Company
      undertakes no obligation to publicly release any revisions to forward-looking
      statements to reflect events or circumstances arising after the date of this
      document. See "Risks and Uncertainties." References in this Annual Report on
      Form 10-KSB to "Com-Guard.com" and the "Company" are to Com-Guard.com, Inc.







**PART
      I**




**Item
      1.** **Description
      of Business:**




The
      principal business of Com-Guard.Com, Inc. ("Com-Guard" or the “Company”) is
      the exploitation of niche products for the microcomputer industry that provide
      enhanced system security for both individual users and network administrators.
      Our PC Products, Inc. subsidiary sells and distributes a variety of hardware
      products for the distribution channel. These products, which may or may not
      include Com-Guard’s security products described below, and include computers,
      monitors and other related products for the personal computer market. The
      products are sold through distributors. Com-Guard's primary security products
      are:






**1.**
            **ComputerSafe**®Security
                Software-ComputerSafe
                provides an effective defense against identity theft, unauthorized
                data
                access, system intrusion and assists in the recovery of a system
                that has
                been stolen.






**2.**
            **SafePC****TM**Content Filtering and Desktop Security Software -SafePC
                is a parental guidance and administrative program that analyzes and
                stops
                pornographic images and text found in web sites and as email attachments
                in real-time and manages program usage. This is a new
                product.




And:




**3.**
            **SecurePCTM**Multi-user Access Control System - SecurePCTM uses a patented technology
                with a Smart Card and advanced software to deliver multi-user access
                management and system security in highly sensitive work environments.






**Overview:**




The
      Company
      was incorporated on October 7, 1998 in the State of Nevada as e-World
      Security, Inc. We changed our name to Com-Guard.Com, Inc. on
      April 16, 1999. Our address is 2075 Corte Del Nogal, Suite R, Carlsbad,
      CA,
      92009; Telephone number (760) 431-2206, Fax number (760) 431-7999.




The
      Company provides a group of products that provide users of personal computers
      with (1) Internet security, (2) file and hardware security, (3) internal
      facility security, (4) content filtering and (5) program management and
      control.




The
      market for our products consists of individual users and industry. The
      popularity of the Internet has created a need for data security, access
      management, and content filtering. Limiting access to sensitive and/or
      confidential files has grown to be a need for all users of computers.




The
      basis
      for our beliefs are derived from published data released from numerous sources
      which include but are not limited to *The
      Computer Industry Almanac, International Data Corporation (IDC), The US National
      Security Agency,* and *Forbes
      Magazine* .
      The
      Company is not funded or otherwise affiliated with these or any other market
      data sources.




The
      Company is managed by experienced individuals who have worked in the computer
      industry for many years.




Channels
      of distribution have been established through Channel Sources, Inc. for retail
      sales in the United States and Canada. The contract with Channel Sources Inc.
      was signed in 2003 and ongoing is year to year unless one of the parties
      terminates the contract in writing. The Company has sold approximately 1,000
      units through Channel Sources, Inc. The Company has on-going relationships
      with
      firms in Europe and Asia who have expressed interest in representing the
      Company’s products. Marketing relationships with manufacturing representatives
      to address enterprise applications and OEM prospects are in the initial stages.




**The
      Products:**




The
      Company offers a variety of computer security and privacy solutions focused
      on
      current widespread issues and threats that have been identified and well
      documented in the industry. The Company’s products integrate features to provide
      security for computers, networks, and home/office environments.




**1.**
            **ComputerSafe****®**Security
                Software-ComputerSafe
                provides an effective defense against identity theft, unauthorized
                data
                access and system intrusion by a local access attempt or through
                a network
                connection. The system enables the authorized user to lock, hide
                and/or
                encrypt files to safeguard them from the potential damage that may
                be
                caused by new viruses, spyware programs, hacker attacks and/or firewall
                break-ins.  It provides the ability to operate in a stealth
                mode,
                monitor keyboard activity, sound audible alarms if desired, and also
                capture video of intrusions and then dispatch instant notifications
                via
                phone, SMS or email. Additionally, the system provides a secure screen
                saver which makes ComputerSafe ideal for both laptop and desktop
                security.
                There is also the ability to obtain the systems IP location in case
                of
                theft.






**2.**
            **SafePC****TM**Content Filtering and Desktop Security Software -SafePC
                analyzes and stops pornographic images and text, and manages program
                usage.SafePC’s
                Desktop Security & Content Filtering enables parents, educators, and
                system administrators to take control over the level of Internet
                content
                censorship that is to be enforced by the system. The sensitivity
                of the
                filter is controlled by the authorized user with a slide setting
                control
                that ranges from 0 to 100 - the higher the setting, the more the
                filtration. Using SafePC, the authorized user can determine the web
                pages
                and images the PC can display, which software programs can be run
                and at
                what times of day they are permitted to be used. To restrict the
                amount of
                time children or employees spend using recreational aspects of the
                computer such as gaming, chat rooms or surfing the web, a parent
                or System
                Administrator can lock down those applications between specific times
                of
                the day to create “restricted access”
                periods.




And:




**3.**
            **SecurePCTM**Multi-user Access Control System -SecurePCTM
                addresses the fact that protecting digital assets whether on a single
                computer or the entire network begins with managing access.
                TheSecurePCTM with the Smart Card technology delivers multi-user access
                management. It’s unique internal control unit and patented power
                distribution system ensures an easy to manage but totally secure
                environment. Additionally, it tracks all user sign-on/off events
                in a
                secure log thus providing an audit trail of system usage. Managing
                up to
                eight different bootable hard drives and all other hardware assets,
                the
                SecurePC ensures that all activities, including damaging behavior
                on one
                “System Configuration” doesn’t affect another user or their data on
                another “System Configuration” This keeps total separation of user
                programs and data. It also permits the use of different operating
                systems
                on one PC.




In
      summary, product features include:




*Detect
      and Prevent unauthorized access to the PC and its data:* Unauthorized access to a PC can range from children logging onto Internet sites
      without parental knowledge or permission, to office co-workers accessing
      confidential and sensitive files from a PC without the user's knowledge or
      consent. The Company’s **ComputerSafe** and **SecurePC** offerings allow the user to secure applications, directories, and/or files
      such
      that all access is denied without entering a valid password (combination) or,
      in
      the case of the SecurePC, inserting a properly programmed and authorized Smart
      Card. Additionally, these products provide a log of all attempts at unauthorized
      access.




*Provide
      internal home/office security features:*  **ComputerSafe** supports
      video capture through the use of a PC camera the user has configured into the
      system. This camera can also be used to detect motion that would then trigger
      the video capture. The user can elect to have the resultant video file stored
      on
      the local disk and/or encapsulated in an email and sent to a remote location
      as
      a date and time stamped record of the event.




*Send
      remote notification:*  **ComputerSafe** alarm
      messages can be routed to remote devices such as pagers, cell phones,
      telephones, wireless devices, or other computers. Without a product like
      ComputerSafe most intrusions go undetected and are not documented,
      ComputerSafe’s detection, protection and notification services fill a growing
      need in the consumer and Small to Medium Enterprise market (SME)
      market.




*Prevent
      unwanted pornography from being displayed:* **SafePC** utilizes
      a core “real-time” Image Composition Analysis (ICA) technology licensed from
      First 4 Internet, Ltd. SafePC’s Content Filtering is on the cutting edge of
      Internet security in its ability to intelligently and accurately identify
      pornographic and other offensive images and restrict them from being
      displayed.




*Manage
      and secure multi-user systems:* **SecurePC** ,
      through
      the use of patented hardware, governs the bootable system configuration level
      of
      access to system resources which a user is permitted have. The system also
      provides complete isolation between users’ programs and data. **** **




All
      of
      the Company products can be used together to provide a very wide range of
      security features to meet varying demands.




1


**The
      Market - Internet and PC Security:**




The
      U.S.
      personal computer industry consists of thousands of computer manufacturers,
      assemblers, OEMs, and peripheral/parts producers. Their products are sold and
      supported by a variety of distributors, resellers, systems integrators, retail
      merchants, and service companies. Saturating markets and increasing competition
      is forcing vendors to seek new users in homes, small businesses and classrooms
      with revamped marketing strategies and lower cost computers. The information
      on
      the size of the PC Computer Industry and network market is considered pertinent
      because the Company sells its related software into the existing installed
      Personal Computer population and in some cases as preinstalled software on
      new
      computers.




IDC
      forecasts new worldwide PC shipments will grow by 10.1 percent to 195.1 million
      in 2005. That compares with growth of 14.5 percent in 2004 with a shipment
      estimate of 177.2 million units. The growth rate was 11.9 percent in 2003 and
      1.9 percent in 2002. In 2001,
      the worldwide number of PCs-in-use topped 600 Million units. By the year 2007,
      this number will nearly
      double to over 1.15 Billion PCs-in-use for a compound annual growth of 11.4%.
      The U.S. has the largest number of PCs-in-use with 175 Million at year-end
      2001,
      and the count is increasing by 6.2% per year to reach 251 Million units in
      2007.
      Despite yearly PC sales of over 40 Million units in the U.S., the annual
      increase in PCs-in-use will grow by over 13 Million per year due to over 70%
      PC
      replacement rates.




Networking
      continues to have a profound effect on the PC industry, from local area networks
      (LANs) and wide area networks (WANs) to the Internet and Intranets. Networking
      and client/server technologies have enabled the personal computer to play a
      greater role in mission-critical business functions. This expands the value
      of
      the PC to companies and reduces the status of legacy mainframe and midrange
      systems, while, at the same time, exposing a company and/or its data to
      Cyber-attacks. LAN functions are graduating from traditional print sharing,
      file
      transfer, and e-mail uses to transaction processing, management support, and
      Internet access applications. Users are also seeking to link LANs to wider
      areas
      to accommodate regional offices and to provide remote access to home workers.




This
      "connectivity” which now includes the advent of Wi-Fi or wireless networks, is
      fueling the growing concern regarding file and data security. According to
      International Data Corporation ("IDC"), over half of businesses PCs in the
      United States are now connected via a LAN. This number reaches as high as
      80 percent when speaking about organizations with more than 100 employees.
      The Internet is, in a sense, the widest area network and is creating a
      revolution in the way PCs are used both by businesses and individuals.




**Internet
      and PC Security Needed:**




The
      PC
      security industry has come into prominence, as a result of the recognized threat
      of cyber-terrorism. Corporate data, once reasonably secure when companies used
      their own internal computers and networks, have come under increasing threats
      as
      more transactions and communications between companies take place over the
      Internet and Wide Area Networks (WANs). Mike McConnell, former Director of
      the
      U.S. National Security Agency, expresses the point concisely in a July 2001
      Red Herring Special Report on Digital Security when he speaks to the need for
      improved security of computers and data from cyber- attacks stating that "The
      United States is more networked than anyone else, and more vulnerable".




Fueled
      by
      the proliferation of the personal computer and Internet use, the market for
      the
      Company's products is substantial. In 2000, over $5.1 Billion was spent on
      Internet Security software by individual computer users and corporate entities.
      According to International Data Corporation, this number is expected to grow
      to
      $14 Billion by the year 2005, a compounded annual growth rate of 23%.




Major
      vendors are beginning to target small businesses, which form the least
      penetrated, fastest growing business sector. Market drivers include the improved
      availability of PCs in consumer outlets at attractive prices and new efforts
      by
      major vendors to address the problems faced by these companies, most of which
      have limited resources and technical know-how. Sales to the more than
      6 million firms with less than 100 employees in the United States
      constitute the largest share of shipments to the business sector, rising to
      an
      estimated 42 percent by the year 2000. The small business sector represents
      more than 60 percent of business employees.




A
      recent
      IDC survey of businesses revealed that security is of paramount concern in
      the
      enterprise. Increased use of the Internet and corporate growth are among the
      most significant business drivers for adding security; and there was little
      evidence that these pressures would change over the next several years. The
      IDC
      survey also covered the priority given by respondents to securing assets. Other
      than virus protection, which has been addressed by dozens of products over
      the
      past few years, the most important concern was corruption of data and unwanted
      disclosure of data. Finally, the IDC report indicated a general dissatisfaction
      with the usability and integration of current security technologies, which
      represents an opportunity for and its associated technologies.




**Business
      Strategy for Data and PC Security:**




The
      Company’s fundamental strategy is to position its ComputerSafe product as a
      preferable method of PC security to end-users, businesses, and institutions
      worldwide. The Company intends to be the leader in:




1.
            The
                DETECTION of unauthorized activities such as attempts to tamper with
                or
                steal equipment and/or access stored information with proper
                identification.




2.
            The
                PROTECTION of the physical system and data security of the files
                that the
                user elects to safeguard from all who try to access the information
                without valid authority by placing files in a virtual
                "ComputerSafeTM"
                (a protected area of the disk drive that is highly secure).




3.
            The
                NOTIFICATION of the legal user of the event with some detail of the
                violation attempt. This immediate notification service can contain
                vital
                information that would be instrumental in recovering a stolen
                computer.




End-user
      marketing will focus on providing the ComputerSafe product over the Company's
      Internet web sites. The company will also continue a retail sales program
      utilizing the distribution companies that sell to the mass market. In this
      way,
      the product is exposed to a broad sector of the market that would match the
      profile of our consumer. Customers can order the product directly from the
      Company’s web site or from resellers, who will stock the product in stores.




Additionally,
      the product can be made available to selected resellers either as a branded
      product or under private-label arrangements. The product can be merchandised
      for
      sale with new computer systems or as an add-on product to existing PC owners.
      The Company intends to use focused distribution such as major distributors,
      specialty distributors, and 3 rd party
      representatives in the enterprise arena and local computer resellers situated
      throughout the United States.




**Competition
      for ComputerSafe:**




While
      many security products for the PC are available, most are either inadequate
      or
      too complex for general consumption and use. Most products are either "firewall"
      systems for Internet management, or software anti-virus products that rely
      on
      the developer’s ability to derive a cure to a new virus and distribute it to
      their users. This has proven both cumbersome and inadequate since it takes
      time
      for the process to complete and a great deal of damage to vital files can take
      place in the interim. As an example, on February 25, 2004 a
      variant
      of the Mydoom virus, spread and actively deleted files from victims' computers. The
      variant, dubbed Mydoom.F, not only performed a distributed denial-of-service
      attack on the Web sites of Microsoft Corp. and the Recording Industry
      Association of America Inc., but also had a destructive payload that deleted
      document and picture files, according to information from researchers at
      Helsinki, Finland-based F-Secure Corp. While Mydoom.F wasn't as widespread
      as
      previous variants, it was more destructive, said Mikko Hypponen, director of
      antivirus research at F-Secure. "Mydoom.F gradually goes through your system
      again and again, deleting files," Hypponen said at that time. The worm targeted
      mostly image and Microsoft document files with extensions such as .jpg, .doc
      and
      .xls.




Furthermore,
      other existing products usually do not combine the features of data security
      as
      well as theft protection; and the Company’s product combines the features of
      ComputerSafe along with an interior video security system (for home or office).




A
      customer would be required to buy several independent products to cover the
      features of ComputerSafe; therefore, we believe a product from any one
      competitor would be inadequate and the sum total of costs associated with the
      purchase of multiple disjointed products would be too costly and inconvenient
      to
      implement for the average user.




Firewall
      products are designed to keep out potential intruders; however, hacker break-ins
      are not uncommon. The tools and technology the hackers use has advanced and
      continues to allow them access “protected” systems. Once inside a system the
      hacker is free to do as he likes. Often his actions go undetected until a
      problem occurs. Often encryption products are used to scramble or otherwise
      render data "unreadable." Encryption does provide a level of confidence that
      the
      data will not be useful if the file(s) are viewed. However, altering the content
      of an encrypted file will result in errors when the file is decrypted. In other
      words the file can be damaged beyond repair and rendered useless to the legal
      owner. ComputerSafe was designed to detect an intrusion and notify the
      computer’s owner while protecting the data or program with its own barrier
      against an unauthorized request to view or alter a file in any way. ComputerSafe
      will detect unauthorized file access attempts, report the intrusion and prevent
      the unauthorized intruder from accessing or modifying data in the ComputerSafe
      protected area. ComputerSafe also provides the user the ability to encrypt
      their
      data with a 256-bit encryption program that is embedded in the ComputerSafe
      software. The combination of locking, hiding and/or encrypting files and folders
      provides very comprehensive protection.




2


**SafePC** **TM** **Content Filtering and Desktop Security Needed:**




We
      have
      porn to thank for the current state of the Web! It stimulated the development
      of
      the rich content imagery, streaming video techniques, widespread adoption and
      availability of broadband and advertising schemes we now see. While these
      technological developments are impressive, there is a double edge to what
      results from their widespread use. Literally every segment of the computer
      market is impacted by pornographic content suddenly appearing on the display.
      Concerned parents, educators and management personnel at all levels are in
      the
      target market for content filtering.




**Some
      Alarming Statistics:**




·
            72
                million people worldwide will visit Internet porn sites this year


·
            1,000
                brand new Internet porn sites are created every single day


·
            The
                average age of first exposure to Internet pornography is age 11


·
            The
                12-17 age group is the largest consumer of Internet porn


·
            In
                the last year, 1 out of 5 young Internet users received an unwanted
                sexual
                solicitation




This
      list
      doesn’t even scratch the surface of the problem. The facts are startling and the
      awareness of the consequences of not taking measures to prohibit illicit content
      from being viewed is just beginning to be understood.




**Legal
      Liability:**




As
      soon
      as an employee, student or child is directed to a pornographic website or
      receives or even sends a pornographic image the potential risk immediately
      passes to the employer, educational establishment or parent where responsibility
      and accountability rests.




It
      is a
      little known fact that Directors of corporate organizations may be legally
      liable for the content of their networks. From informal research conducted
      by
      F4i, the developer of the leading content filtering technology, it became clear
      that the vast majority of IT Managers had little clear idea how many offensive
      images their networks contained. In the case of the UK this liability could
      extend to imprisonment if pedophile images are discovered on a corporate
      network. This is a major selling point to an enterprise.




A
      follow-up study to the American Management Association’s annual survey on
      monitoring and surveillance reported that fears of legal liability, related
      to
“hostile workplace environment”, is the #1 reason companies track employee
      emails, computer files and Internet use. The study, conducted jointly with
      US
      News & World Report, revealed that 15% of the companies surveyed have
      already “been involved in some kind of legal action concerning employee use of
      e-mail and/or Internet connections.” Significantly the study reported that if a
      company is accused of wrongdoing federal sentencing guidelines establish that
      fines can be reduced by as much as 95% if the company  “has
      concrete internal programs to detect and prevent illegal acts” - such as an
      Internet-use policy and Web use management software. The report continued,
“If
      these capabilities are not present, fines and penalties can be increased by
      up
      to 400%.” (Source: Cornell Hotel and Restaurant Administration Quarterly,
      Ithaca, Oct/Nov 2001).




The
      Law
      firm KLegal in UK found that the most common reason for disciplinary action
      in
      the workplace in 2002 was sending or viewing pornographic images.




US
      employers who subject their employees to harmful work conditions are liable
      for
      $300,000 in compensatory and punitive damages, if the company has over
      500 workers or $200,000 for companies between 200 and 500 employees.
      Source: CNET




Organizations
      had dismissed staff for inappropriate use of e-mail or the internet in 2003.
      Source: CIPD




Wirthlin
      Worldwide Research that states that 8 out of 10 Americans believe that Federal
      Laws against Internet obscenity should be vigorously enforced.




**Protection
      against a “Hostile Working Environment”:**




In
      the
      article “More on the spam struggle” written by a staff writer of CNET News.com
      on April 7, 2003 the author states:




“WASHINGTON--Lewd
      e-mail promoting pornography may soon pose more than just a technical challenge
      in the ongoing fight against spam--experts say it's set to become an acute
      legal
      problem, too. Graphic images appearing embedded on PCs by way of e-mail in-boxes
      could qualify as evidence of a "hostile work environment," something that's
      prohibited by federal employment law.”




“As
      a
      result, porn spam could begin to crop up in sexual harassment complaints from
      employees offended by the material. Even if companies aren't the source of
      such
      messages, they could be liable for hefty civil fines if managers know that
      porn
      spam is a problem and don't move to address it. “




"You
      have
      to provide a workplace that's free of sexual harassment. That right is so
      clearly established that no employer could say, 'I didn't know I had to do
      that,' if they're on notice about sex spam," said Michael Modl, an attorney
      who
      specializes in workplace harassment claims at the Madison, Wis., law firm of
      Axley Brynelson.




**Business
      Strategy for Content Filtering and Desktop Security:**




The
      Company’s strategy is to position its SafePC product as an intelligent solution
      to blocking porn images and undesirable text in real-time using a patented
      technology, Image Composition Analysis (ICA) *and* to allow
      end-users, businesses, and institutions worldwide to use the more traditional
      black and white list to manage the web sites they wish to view. The ability
      of
      the product to filter Images and text in web sites and email attachments at
      the
      moment the data arrives but before being displayed makes it a unique offering.
      This results in an effective filter even for sites that are brand new and not
      classified by other
      products and similarly filter the literally uncontrolled content that can be
      attached to or embedded in email. The Company intends to be the leader in the
      parental guidance and control and administrative management of this type of
      data
      content. Additionally, the Company intends to emphasize the importance of the
      program control features of SafePC. The ability to govern the time and day
      that
      specific programs of any type can run vastly reduces the possibility of PC
      misuse by minors or employees. For instance, the messenger services can be
      restricted for use only during certain daytime hours - not in the middle of
      the
      night when many offences or solicitations occur.




End-user
      marketing is focused on providing the SafePC product over the Company's Internet
      web sites as a yearly subscription product. The company will also launch a
      retail sales program utilizing the distribution companies that service the
      mass
      market. In this way, the product is exposed to a broad sector of the market
      that
      would match the profile of our consumer. Customers could order the product
      direct from The Company’s web sites or from resellers, who will stock the
      product in their stores.




Additionally,
      special promotional sales programs will be considered that include cooperative
      efforts with organization such a church, educational institutions, governmental
      agencies, etc. that focus on content filtering to protect our youth from the
      dark side of the Internet. Computer manufactures will be contacted to explore
      joint marketing opportunities. The product would be merchandised in many ways
      to
      existing PC owners. The Company may use focused distribution such as major
      distributors, specialty distributors, and 3 rd party
      representatives in the enterprise arena and local computer resellers situated
      throughout the United States.




**Competition
      for SafePC:**




As
      mentioned above, SafePC utilizes the ICA content filtering technology that
      interrogates and analyzes the data that composes images and text to determine
      its suitability for display. There are products on the market in the SafePC
      price range but they do not offer the real-time image and text filtering and
      they do not filter email. Only a few of the very high end and expensive
      solutions for the enterprise market offer similar capabilities. In most cases
      the products that do have similar capabilities are licensees of the ICA
      technology. SafePC is the first product to bring this set of functionality
      to
      the market with the ease-of-use required for the average customer to master
      and
      at a price the consumer can afford.




From
      a
      technical standpoint, the other products in the market at or near the price
      of
      SafePC use a web site lookup technique to determine if a site is restricted.
      Each site needs to be viewed by a person and classified Black (Bad) or White
      (Good). This means that a very new site will probably not be found in their
      lookup if the site is very new. Also every page of every site would require
      review using this method. Complicating the issue, sites change, names change,
      URL’s are added and or dropped, etc. The web is a dynamic electronic
      environment. Only a real-time filtering system provides the assurance that
      every
      web page and all images are analyzed for objectionable content.




**Need
      for the SecurePC:**




The
      tragic events of September 11, 2001, played a pivotal role in bringing the
      issue
      of security to the forefront. In anticipation of future cyber attacks and other
      forms of terrorist attacks a Homeland Security Department was created in the
      United States which has led to spending on implementation of more secure
      information systems in both private and public sectors. Legislation such as
      the
      Digital Millennium Copyright Act (DMCA), Graham Leach Bliley Act (GLB), and
      Health Insurance Portability and Accountability Act (HIPAA) and Sarbanes-Oxley
      Act of 2002  all
      play
      an important role in the implementation of security measures in the
      industry.




The
      network security market can be broadly divided into the following
      products:




Firewalls,
      intrusion detection tools, content filtering of email, Web and FTP, and network
      security scanning and reporting. Products developed for these areas do not
      combine to provide a totally secure access control system that allows multiple
      users to perform tasks using a common set of hardware. Some applications require
      total isolation of programs and data from one user to the next. To satisfy
      the
      requirements of some of the regulations mentioned above, the system
      configuration needs to be changed depending on the specific authority level
      of
      the user to access certain system resources. This is not a simple
      task.




The
      Company developed the SecurePCTM
      utilizing patented technology developed by Zignx, Inc. in Denmark to address
      these requirements. The SecurePC supports up to nine user profiles. Each user
      profile is allocated access to a specific set of internal devices. Up to eight
      hard disks and/or CD ROM drives, and two NIC or modem cards as well as other
      devices can be supported. Control is maintained with an internally mounted
      control unit that enables or disables specific devices at boot-up, independently
      of the system BIOS. Each device is individually associated with one or more
      user
      profile(s). A user profile is, therefore, best described as a set of devices
      that are active when a particular User Profile is “logged-on”. A secure
      SuperUser (System Administrator) profile creates Smart Cards and sets internal
      system parameters.




3


**Access
      Control System:**




The
      access control system is managed through a combination of a token (SmartCard)
      and/or a user “Pin-Code” (password). Together these identify valid assigned user
      profiles and control those resources granted to specific users or user groups
      and their level of access to the system. A SmartCard is typically assigned
      to
      one user who inserts it and enters their pin-code to gain access to their user
      profile on the SecurePC.




**Time
      Access Monitoring:**




The
      SecurePC incorporates both user-time control and client system-time control
      access management and only when both these time-frame criteria are valid can
      the
      user gain access to the system. An internal clock, accessible only to the
      SuperUser, prevents users from gaining access by resetting the system
      time.




**Business
      Strategy for the SecurePC:**




The
      SecurePC will be sold primarily to government and industry on an as specified
      basis since system configurations will vary widely from application to
      application.




**Competition
      for SecurePC:**




The
      SecurePC is based on patented hardware and is not a commodity product. While
      competition may present itself at some point in the future, it is indeterminate
      at this time. Competing products would have to be engineered in a very custom
      manor.




In
      summary, we believe our products are unique in their integration of different
      classes of protection services that detect, protect, log, and notify users
      of
      internal or network based confidential data attacks. In addition, the content
      filtering and desktop security product fills a need that has not been addressed
      in an acceptable manner. Developers and users alike have been challenged to
      come
      up with an answer to the porn epidemic.




Companies
      generally compete by advertising product features and having products tested
      by
      independent product reviewers and testing companies. The Company will pursue
      these avenues for competing with their products.




**PC
      Products, Inc.:** On June
      8, 2004, the end of Fiscal 2004, we formed our PC Products, Inc. subsidiary
      that
      started formal operating activities during the first quarter of fiscal year
      2005. During the fiscal 2005 the Company had sales of computers and accessories
      through the PC Products subsidiary which may or may not include the Company's
      security products. The objective of this subsidiary is to generate end-user
      awareness of our security products and to better understand the distribution
      channel. As more fully described below, our PC Products, Inc. subsidiary
      accounted for a preponderance of our sales and gross profit for fiscal 2005.
      We
      anticipate that this trend will continue for at least the next several quarters.
      The PC Products, Inc. subsidiary sells and distributes a variety of products
      for
      the distribution channel. These products, which may or may not include the
      Company’s security products, include computers, monitors, and other related
      products for the personal computer market. The products are sold through
      distributors. TigerDirect has been the main distributor of the products and
      the
      PC Products, Inc. subsidiary is dependant upon this customer for a preponderance
      of its sales. The PC Products, Inc. subsidiary has been responsible for the
      preponderance of the sales of the Company on a consolidated basis.




The
      subsidiary has not filed for any copyrights or patents and does not require
      any
      Government approval to distribute its products or is subject to special
      Government regulations.




The
      PC
      Products, Inc. subsidiary has not spent any money on research and development
      and does not have any expenses to comply with any Government environmental
      regulations.




The
      PC
      Products, Inc. subsidiary has one full time employee and 3 part time
      employees.




During
      the 4th quarter of fiscal 2005 the Company entered into certain “Transaction
      Agreements” with Wintergreen Systems and 26 Zone, Inc. These contracts specified
      certain duties for each party and the proceeds from a Private Notes Offering
      were to be used to fund the purchase orders and Sales in the PC Products, Inc.
      subsidiary.




Funds
      raised through a Private Notes Offering have been utilized for increasing the
      sales of Products in the PC Products, Inc. subsidiary. We will still need to
      improve our working capital position in order to markedly increase the sales
      of
      computer products. We will need to increase revenue and margins or raise
      additional funds to fully develop our business. There can be no assurance,
      however, that we will be able to complete any additional debt or equity
      financing on favorable terms or at all, or that any such financings, if
      completed, will be adequate to meet our capital requirements. Any additional
      equity or convertible debt financings could result in substantial dilution
      to
      our stockholders. If adequate funds are not available, we will be required
      to
      delay, reduce or eliminate some or all of our planned activities. Our inability
      to fund our capital requirements would have a material adverse effect on the
      Company.




**Patents,
      Trademarks and Proprietary Technology:**




Copyright
      notices will be displayed and placed on all software developed for the system.




ComputerSafe®
      is the registered Trademark of Com-Guard, Inc.




**Employees:**




The
      Company, including those at its’ PC Products Inc. subsidiary, has a total of
      (6) employees, of whom two (2) were in corporate administration
      and
      finance, two (2) in engineering, one (1) in sales and marketing and one (1)
      in
      clerical administration.




Prior
      to
      September 1, 2002 the Company retained its staff through consulting agreements
      and accrued fees. Initial payroll and employees commenced on September 1,
      2002. Consulting services were for executive services, legal and accounting,
      engineering and sales and marketing.




**Reports
      to security holders** :




The
      Company is fully reporting. The Company will deliver this Form 10-KSB as its
      annual report to its shareholders. The Company reports its quarterly and annual
      financial results to the Securities and Exchange Commission (“SEC”). The last
      report filed by the Company was for the period ended March 31, 2005 .




Accordingly,
      the public may read and copy any materials filed by the Company with the SEC
      at
      the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
      20549. The public may obtain information on the operation of the Public
      Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
      Internet site that contains reports, proxy and information statements, and
      other
      information regarding issuers that file electronically with the SEC
      (http://www.sec.gov). The
      Company’s Internet address is www.com-guard.com .




**Risks
      and uncertainties:**




**Risks
      Relating to** **Com-Guard.Com, Inc.:**




**Our
      business is capital intensive and will require additional financing which will
      result in dilution to existing shareholders which would in turn reduce the
      share
      price of earlier issued shares.** Our
      operations are capital intensive and growth will consume a substantial portion
      of available working capital. We may require additional capital in order to
      fund
      our operations. We do not have any commitments for additional financing and
      there can be no assurance that such additional funding, if required, will be
      available, or if available, will be available upon favorable terms. With respect
      to our ability to obtain financing on favorable terms, we do not have
      significant assets to serve as loan collateral. Still further, we presently
      do
      not have a sufficient cash flow to qualify for reasonable debt financing.
      Insufficient funds may prevent us from implementing our business strategy.
      In
      the event we raise additional funds through the issuance of equity securities,
      dilution to the then existing stockholders will result and future investors
      may
      be granted rights superior to those of existing stockholders. Accordingly,
      such
      dilution would reduce the share price of the earlier issued shares.




**Lack
      of operations, positive cash flow and profitability may continue which will
      affect our ability to remain in business.** As
      of
      March 31, 2003, planned principal operations have commenced. As such
      we
      have a limited history of operations, the generation of positive cash flow
      or
      profits in the industries in which we participate. If we do not generate
      positive cash flow and hence become profitable, we may not be able to remain
      in
      business.




**Uncertainty
      of commercial success may affect our ability to remain in business.** With
      respect to our revenue and profitability prospects, we may not be able to
      achieve commercial success with our Com-Guard products. Furthermore, the
      computer industry is characterized by rapid change and growth. Accordingly,
      we
      may not be able to keep up with the pace of technological change or fund its
      growth. If we fail to achieve commercial success, we will continue to suffer
      net
      losses and we will have to go out of business.




**Competition
      may have an adverse effect on our business.** We
      are
      subject to competition from other companies that may try to emulate or compete
      with similar products or services. These competitors have been in the business
      longer than us and may have large executive and operating staffs. Our prospects
      may be adversely affected by competition from these companies. The introduction
      of similar or superior products by current or future competitors could have
      a
      material adverse effect on our business and financial condition.




**Dependence
      on management will affect our profitability.** Future
      success depends on the continued services of Dr. Edward W. Savarese,
      Chief
      Executive Officer and Joe Sigismonti, President and Chief Operating Officer.
      The
      loss of any of their services would be detrimental and could have a material
      adverse effect on the business, financial condition and results of operations.
      Future success is also dependent on our ability to identify, hire, train and
      retain other qualified managerial and other employees. Competition for these
      individuals is intense and increasing. We may not be able to attract,
      assimilate, or retain qualified technical and managerial personnel and our
      failure to do so could have a material adverse effect on the business, financial
      condition and results of operations.




**Dependence
      on proprietary technology and risks of third party infringement claims could
      adversely affect our business and results of operations.** Although
      we have received patent protection, that our measures to protect our current
      proprietary rights may be inadequate to prevent misappropriation of such rights
      or that our competitors will not independently develop or patent technologies
      that are substantially equivalent to or superior to our technologies.
      Additionally, although we believe that our products and technologies do not
      infringe upon the proprietary rights of any third parties, that third parties
      may assert infringement claims against products and technologies that we
      license, or has the rights to use, from third parties. Any such claims, if
      proved, could materially and adversely affect our business and results of
      operations. In addition, though any such claims may ultimately prove to be
      without merit, the necessary management attention to, and legal costs associated
      with litigation or other resolution of such claims could materially and
      adversely affect our business and results of operations.




**The
      results
      of research and development efforts are uncertain and we may not be able to
      compete effectively in the marketplace.** We
      will
      need to make additional research and development expenditures to remain
      competitive. While we perform usability and beta testing of new products, the
      products we are currently developing or may develop in the future may not be
      technologically successful. If they are not technologically successful, the
      resulting products may not achieve market acceptance and these products may
      not
      compete effectively with products of competitors currently in the market or
      introduced in the future. If we are unsuccessful in the marketplace, it may
      affect our ability to remain in business.




**Reliance
      on third party technologies may result in a decreasing demand for our products
      and our ability to remain in business and may affect the value of your
      investment.** Our
      software products are designed to run on multiple operating systems and
      integrate with security products from other vendors. Businesses in the corporate
      market may not adopt such technologies as anticipated or will not in the future
      migrate to other computing technologies that we do not support. Moreover, if
      our
      products and technology are not compatible with new developments from these
      companies, as to which there can be no assurances, the business, results of
      operations and financial condition could be materially and adversely affected.
      If we are unable to successfully and timely develop products that operate under
      existing or new operating systems, or if pending or actual releases of the
      new
      operating systems delay the purchase of products, future net revenues and
      operating results could be materially adversely affected. Additionally, as
      hardware vendors incorporate additional server- based network management and
      security tools into network operating systems, the demand may decrease for
      some
      products, including those currently under development. In the event such demand
      decreases, we will continue to suffer net losses and we will have to go out
      of
      business.




**Our
      auditors have expressed doubts about our ability to continue as a going concern
      which may result in the loss of your entire investment.** During
      fiscal 2005, the Company suffered a net loss from operations of $1,387,000
      and
      had negative cash flows from operating activities of $2,801,000 and as of June
      30, 2005 the Company has a working capital and stockholders’ deficiency of
      $599,000. Accordingly, our auditors expressed their opinion that these matters
      raise substantial doubt about our ability to continue as a going concern. If
      we
      discontinue operations, you will lose your entire investment.




4


**Risks
      Relating to PC Products, Inc.:**




**On
      May 18,
      2005 Agreements were reached for the cooperation of Wintergreen Systems, 26
      Zone
      Inc. and PC Products, Inc.** The
      aforementioned Agreements have certain responsibilities related to
      manufacturing, service, purchasing, sales and financing. There can be no
      assurance that all of the activities will be successful according to the
      contracts.




**PC
      Products, Inc. has raised monies in a Notes offering.** There
      can be no assurance that during the course of business that monies raised will
      not be subject to risk or that any monies raised will be sufficient to fund
      its
      operations and growth. There
      can
      be no assurance, however, that we will be able to complete any additional debt
      or equity financing on favorable terms or at all, or that any such financings,
      if completed, will be adequate to meet our capital requirements. Any additional
      equity or debt financings could result in substantial dilution to our
      stockholders. If adequate funds are not available, we will be required to delay,
      reduce or eliminate some or all of our planned activities. Our inability to
      fund
      our capital requirements would have a material adverse effect on the
      Company.




**Risks
      Relating to Our Common Stock**




**Our
      common stock has been listed on the NASD OTC Bulletin Board, there can be no
      assurance that regular trading for our common stock will be developed and
      sustained. As such, an investor must be able to bear the financial risk of
      losing their entire investment.** Our
      common stock was listed on December 24, 2002 on the NASD OTC Bulletin
      Board
      under the trading symbol "CGUD." There is only limited trading activity in
      our
      securities at this time. We do not know if a market for our common stock will
      be
      sustained. Therefore, investors should realize that they may be unable to sell
      our common stock if they purchase it. Accordingly, investors must be able to
      bear the financial risk of losing their entire investment in our common stock.




**Lack
      of dividends may affect the value of your investment when compared to comparable
      stock which does pay a dividend.** We
      have
      never paid a cash dividend on our common stock. We are not obligated to pay
      a
      dividend on our common stock and do not anticipate payment of any dividends
      for
      the foreseeable future. We anticipate retaining our earnings to finance our
      operations, growth, and expansion. The value of your stock may be reduced in
      that prospective buyers may prefer a stock which does pay a dividend.




**Potential
      volatility of stock price will affect the value of our common stock.** There
      can
      be no assurance that an active public trading market can be sustained.
      Furthermore, if a regular trading market for the common stock is sustained,
      the
      shares could be subject to significant fluctuations in response to operating
      results and other factors, many of which are not within our control.
      Accordingly, you may not be able to obtain a satisfactory price for your shares
      if you need to sell some or all of your shares at a time when the shares may
      be
      depressed.




**Item
      2.** **Description
      of Property.**




The
      Company occupies approximately 2,000 square feet of space in a facility located
      at 2075 Corte del Nogal, Suite R, Carlsbad, CA 92002, at a monthly rental rate
      of $2,183. The lease ex-pires on August 31, 2005. The Company is now renting
      on
      a “month to month” basis and monthly rental on this fa-cility is subject to
      annual rent adjustments based on the Consumer Price Index (CPI). The Company
      owns no real property.




**Item
      3.** **Legal
      Proceedings.**




None.




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




None.


5


**PART
      II**




**Item
      5. Market for Common Equity and Related Stockholder Matters.**




**(a)
      Market Information:** Our
      common stock was listed on December 24, 2002 on the NASD OTC Bulletin
      Board
      under the trading symbol "GCUD." There has been only limited trading activity
      in
      our securities at this time and there can be no assurance that a regular trading
      market for our common stock will ever be developed.




The
      table
      below sets forth, for the periods indicated, the high and low bid prices of
      our
      common stock for the periods indicated, as quoted by the OTC Bulletin Board
      Research Service. Such quotations reflect inter-dealer prices, without retail
      markup, markdown or commission, and may not represent actual
      transactions.




Quarter
                Ended
            High
                Bid
            Low
                BidSeptember
                30, 2003
            $0.34
            $0.14December
                31, 2003
            $0.30
            $0.165March
                31, 2004
            $0.30
            $0.165June
                30, 2004
            $0.19
            $0.10





September
                30, 2004
            $0.10
            $0.045December
                31, 2004
            $0.08
            $0.045March
                31, 2005
            $0.09
            $0.041June
                30, 2005
            $0.085
            $0.045




On
      September 30, 2005, the last quoted price by the OTC Bulletin Board was $0.036
      per share of common stock.




**(b)
      Holders:** As
      of
      June 30, 2005, there were approximately 149 shareholders of the Company’s common
      stock.




**(c)
      Dividends:** The
      Company has never paid any cash dividends on its capital stock. The Company
      currently anticipates that it will retain all available earnings for use in
      the
      operation and expansion of its business, and does not anticipate paying any
      cash
      dividends in the foreseeable future.




**(d)
      Securities authorized for issuance under equity compensation plans.** The
      following table sets forth information as to equity compensation plans pursuant
      to which we may issue our equity securities.




**Equity
                Compensation Plan Information****Plan
                category**
            **Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights**
              **(a)**
            **Weighted-average
                exercise price of outstanding options, warrants and
                rights**
              **(b)**
            **Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a)**
              **(c)**Equity
                compensation plans approved by shareholders
            -
            -
            -Equity
                compensation plans not approved by shareholders
            26,219,335
            $0.19
            -





**(e)
      Recent Sales of Unregistered Securities; Use of Proceeds from Registered
      Securities.** We
      had
      the following stock issuances within the last three years and as described
      below. All such shares were sold by the officers and directors of the Company
      and no underwriters were utilized.




1.
            From
                July 31, 2002 through August 9, 2002, a total of 4,125,003
                shares of common stock at $.35 per were issued pursuant to a
                Regulation D, Rule 506 Offering for cash of $1,426,250
                to a
                total of fifteen (15) accredited investors. A total of 2,062,501
                Warrants exercisable at $.70 per share were also issued as part of
                this
                offering to these same investors.




2.
            On
                August 9, 2002, a total of 500,000 shares of common stock
                were issued
                as a placement fee for the Regulation D, Rule 506 Offering
                to a
                total of seven (7) accredited investors as follows: 175,000
                shares to
                one (1) shareholder, 4,000 shares to one (1) shareholder, 18,000
                shares to
                one (1) shareholder, 221,000 shares to one (1) shareholder, 2,000
                shares
                to one (1) shareholder, 25,000 shares to one (1) shareholder and
                55,000
                shares to one (1) shareholder.




3.
            On
                March 4, 2003, a total of 94,286 shares of common stock were
                issued
                to one (1) accredited investor creditor of Com-Guard at $.35
                per
                share in consideration of the cancellation of a total of $33,000
                debt.




4.
            On
                March 4, 2003, a total of 857,142 shares of common stock were
                issued
                to a single accredited investor creditor of Com-Guard at $.70 per
                share in
                consideration of the cancellation of a $600,000 debt that occurred
                in
                December 2002.




5.
            On
                or about December 15, 2003, a single accredited investor converted
                its Convertible Promissory Note in the amount of $250,000 into 357,142
                shares of common stock at a conversion rate of $.70 per share. The
                share
                certificate representing these converted shares was issued on
                March 4, 2003.




6.
            On
                March 4, 2003, a total of 525,000 shares of common stock at
                $.35 per
                share were issued pursuant to a Regulation D, Rule 506
                Offering
                for cash of $187,500 to a total of six (6) accredited shareholders.
                A
                total of 262,500 Warrants exercisable at $.70 per share were also
                issued
                as part of this offering. Payment for these shares was received in
                December 2002.




7.
            On
                March 4, 2003, a total of 178,572 shares of common stock were
                issued
                to a single accredited investor creditor of Com-Guard at $.70 per
                share in
                consideration of the cancellation of a $125,000 debt that occurred
                in
                December 2002.




8.
            On
                March 4, 2003, a total of 357,145 shares of common stock were
                issued
                to four (4) consultants of Com-Guard at $.70 per share in
                consideration of various consulting services provided to Com-Guard
                of a
                total valuation of $250,000 as follows: 178,572 shares to one (1)
                shareholder, 71,429 shares to one (1) shareholder, 71,429 shares
                to one
                (1) shareholder, and 35,715 shares to one (1) shareholder. Two (2)
                of the
                consultants were accredited investors and the other two (2) consultants
                were unaccredited investors.




9.
            On
                April 2, 2003, a total of 533,716 shares of common stock were
                issued
                to eleven (11) consultants of Com-Guard at $.35 per share in consideration
                of various consulting services provided to Com-Guard of a total valuation
                of $186,801 as follows: 142,858 shares to one (1) shareholder (accredited
                investor), 50,000 shares to one (1) shareholder (accredited investor),
                50,000 shares to one (1) shareholder (unaccredited investor), 75,000
                shares to one (1) shareholder (unaccredited investor), 59,888 shares
                to
                one (1) shareholder (accredited investor), 50,000 shares to one (1)
                shareholder (accredited investor), 15,112 shares to one (1) shareholder
                (unaccredited investor), 42,858 shares to one (1) shareholder (accredited
                investor), 18,000 shares to one (1) shareholder (accredited investor),
                15,000 shares to one (1) shareholder (unaccredited investor), and
                15,000
                shares to one (1) shareholder (accredited investor).




6


10.
            On
                April 2, 2003, a total of 40,000 shares of common stock were
                issued
                to three (3) accredited investor consultants of Com-Guard at $.20
                per
                share in consideration of various consulting services provided to
                Com-Guard of a total valuation of $8,000 as follows: 15,000 shares
                to one
                (1) shareholder, 15,000 shares to one (1) shareholder and 5,000 shares
                to
                one (1) shareholder.




11.
            On
                September 22, 2003, a total of 200,000 shares of common stock were
                issued
                to two (2) accredited investor consultants of Com-Guard at $.20 per
                share
                in consideration of various consulting services provided to Com-Guard
                of a
                total valuation of $40,000 as follows: 100,000 shares to one (1)
                shareholder, 100,000 shares to one (1)
                shareholder.




12.
            On
                October 16, 2003, a total of 450,000 shares of common stock were
                issued to
                six (6) employees (prior consultants) and one (1) consultant
                of
                Com-Guard at $.20 per share in consideration of various prior consulting
                services provided to Com-Guard of a total valuation of $90,000 as
                follows:
                100,000 shares to one (1) shareholder, 50,000 shares to one (1)
                shareholder, 100,000 shares to one (1) shareholder, 50,000 shares
                to one
                (1) shareholder, 50,000 shares to one (1) shareholder, 50,000 shares
                to
                one (1) shareholder, and 50,000 shares to one (1) shareholder. Four
                (4) of
                the consultants were accredited investors and the other three (3)
                consultants were unaccredited
                investors.




13.
            On
                October 22, 2003, a total of 200,000 shares of common stock were
                issued to
                three (3) accredited investor consultants of Com-Guard at $.20 per
                share
                in consideration of various consulting services provided to Com-Guard
                of a
                total valuation of $40,000 as follows: 100,000 shares to one (1)
                shareholder, 50,000 shares to one (1) shareholder and 50,000 shares
                to one
                (1) shareholder.




14.
            On
                November 12, 2003, a total of 1,032,000 shares of common stock were
                issued
                to three (3) employees (prior consultants) and seven (7) consultants
                of Com-Guard at $.20 per share in consideration of various prior
                consulting services provided to Com-Guard of a total valuation of
                $206,400
                as follows: 142,000 shares to one (1) shareholder, 50,000 shares
                to one
                (1) shareholder, 50,000 shares to one (1) shareholder, 50,000 shares
                to
                one (1) shareholder, 250,000 shares to one (1) shareholder, 100,000
                shares
                to one (1) shareholder, 115,000 shares to one (1) shareholder, 100,000
                shares to one (1) shareholder, 100,000 shares to one (1) shareholder
                and
                75,000 shares to one (1) shareholder. Seven (7) of the consultants
                were
                accredited investors and the other three (3) consultants were unaccredited
                investors.




15.
            On
                November 13, 2003, a total of 250,000 shares of common stock were
                issued
                to two (2) accredited investor consultants of Com-Guard at $.20 per
                share
                in consideration of various consulting services provided to Com-Guard
                of a
                total valuation of $50,000 as follows: 125,000 shares to one (1)
                shareholder, 125,000 shares to one (1)
                shareholder.




16.
            On
                November 24, 2003, a total of 150,000 shares of common stock were
                issued
                to two (2) accredited investor employees (former consultants) of
                Com-Guard
                at $.20 per share in consideration of various consulting services
                provided
                to Com-Guard of a total valuation of $30,000 as follows: 100,000
                shares to
                one (1) shareholder, 50,000 shares to one (1)
                shareholder.




17.
            On
                January 21, 2004, a total of 500,000 shares of common stock were
                issued to
                two (2) accredited investor consultants of Com-Guard at $.20 per
                share in
                consideration of various consulting services provided to Com-Guard
                of a
                total valuation of $100,000 as follows: 200,000 shares to one (1)
                shareholder and 300,000 shares to one (1)
                shareholder.




18.
            On
                January 23, 2004, a total of 450,000 shares of common stock were
                issued to
                six (6) consultants of Com-Guard at $.20 per share in consideration
                of
                various prior consulting services provided to Com-Guard of a total
                valuation of $72,900 as follows: 125,000 shares to one (1) shareholder,
                30,000 shares to one (1) shareholder, 35,000 shares to one (1)
                shareholder, 75,000 shares to one (1) shareholder, 60,000 shares
                to one
                (1) shareholder, and 39,500 shares to one (1) shareholder. Four (4)
                of the
                consultants were accredited investors and the other two (2) consultants
                were unaccredited investors.




19.
            On
                March 17, 2004, a total of 1,666,668 shares of common stock
                at $.15
                per share were issued pursuant to a Regulation D, Rule 506
                Offering for cash of $250,000 to a total of six (6) accredited
                shareholders. A total of 1,666,668 Warrants exercisable at $.20 per
                share
                were also issued as part of this offering. Payment for these shares
                was
                received in December 2003.




20.
            On
                March 24, 2004, a total of 1,213,250 shares of common stock at $0.20
                per
                share were issued in consideration of a reduction of
                payables.




21.
            On
                April 26, 2004 a total of 11,665,000 shares of common stock at $.10
                per
                share were issued pursuant to a Regulation D, Rule 506
                offering.




22.
            On
                May 11, 2004 a total of 190,000 shares of common stock at $0.17 per
                share
                were issued in consideration of a reduction of
                payables.




23.
            During
                June 2004 a total of 941,083 shares of common stock were issued for
                the
                conversion of notes payable and accrued interest and 2,923,335 shares
                of
                common stock were issued for the reduction of
                payables.




24.
            In
                July 2004, a total of 595,000 shares of common stock were issued
                in
                consideration of various consulting services provided to Com Guard
                with an
                aggregate value of $59,000.




25.
            In
                December 2004, the Company issued 1,500,000 shares of common stock
                at
                $0.05 per share for consulting services totaling
                $75,000.




26.
            In
                January 2005, the Company issued 850,000 shares of its common stock
                to a
                consultant for the exercise of an option of $.05 per share, for which
                the
                Company received $10,000 in cash and the balance was a reduction
                in accrued consulting fees of  $32,500 owed to the
                consultant.
                The Company issued an additional 200,000 shares of its common stock
                for
                the exercise of an option with a fair market value of $0.05 per share
                to a
                consultant for services.




27.
            In
                June 2005 a total of 1,850,000 shares of common stock at $0.05 per
                share
                were issued in consideration of a reduction of payables and accrued
                expenses.




28.
            In
                June 2005 a total of 750,000 shares of common stock at $0.05 per
                share
                were issued for consulting
                services.




Exemptions
      from Registration: With respect to the shares issued as noted in Items 5(e)1
      through 5(e)4, such issuances were made in reliance upon the private placement
      exemptions provided by Section 4(2) of the Securities Act of 1933 as
      amended (the "Act") and Nevada Revised Statutes Sections 78.211, 78.215,
      78.3784, 78.3785 and 78.3791 (collectively the "Nevada Statutes") debt
      cancellations listed at Items 5(e)10, 5(e)11, 5(e)12, and 5(e)14, the placement
      fee listed at Item 5(e)9 and the consulting services listed at Item 5(e)15,
      5(e)16, 5(e)17, 5(e)18, 5(e)20, 5(e)22 through 5(e)28 such issuances were made
      in reliance on the private placement exemptions provided by Section 4(2)
      of
      the Act and the Nevada Statutes.




Basis
      for
      Reliance upon Exemption from Registration: We have relied upon the private
      placement exemptions from registration provided by Section 4(2) of the
      Securities act of 1933 as amended (the "Act") and SEC Regulation D,
      Rule 506 of the Act. With respect to the Rule 506 exemption,
      this type
      of offering is available to reporting company issuers for sales without regard
      to the dollar amount of the offering. Only accredited investors were utilized
      in
      this offering and all of the shares issued satisfied the Rule 506
      requirements.




Those
      shares not issued pursuant to Rule 506 were issued pursuant to
      Section 4(2) of the Act which exempts from registration transactions
      by an
      issuer not involving a public offering. This offering exemption is available
      to
      any issuer but prohibits general solicitation or advertising. Prospective
      purchasers must have access to information about the issuer. We have utilized
      this Section 4(2) exemption by providing prospective purchasers with
      such
      sufficient information and required that all such purchasers be financially
      sophisticated; have a certain net worth and have the ability to bear the risk
      of
      loss of their respective investments.




7


**Item
      6. Management's Discussion and Analysis or Plan of
      Operation:**





The
      following discussion and analysis should be read in conjunction with the
      consolidated financial statements and notes thereto appearing elsewhere in
      this
      Annual Report on Form l0-KSB. The discussion of the Company's business contained
      in this Report on Form 10-KSB may contain certain projections, estimates and
      other forward-looking statements that involve a number of risks and
      uncertainties, including those discussed above at "Risks and Uncertainties."
      While this outlook represents management's current judgment on the future
      direction of the business, such risks and uncertainties could cause actual
      results to differ materially from any future performance suggested below. The
      Company undertakes no obligation to release publicly the results of any
      revisions to these forward-looking statements to reflect events or circumstances
      arising after the date hereof.




**Overview:**




The
      Company’s principal business is the exploitation of niche products for the
      Personal Computer industry that provide enhanced system security for both
      individual users and network administrators.




The
      Company offers a variety of computer security and privacy solutions focused
      on
      current widespread issues and threats that have been identified and well
      documented in the industry. The Company’s products integrate features to provide
      security for computers, networks, and home/office environments.




**ComputerSafe** **®**  Security
      Software - ComputerSafe
      provides an effective defense against identity theft, unauthorized data access
      and system intrusion by a local access attempt or through a network connection.
      The system enables the authorized user to lock, hide and/or encrypt files to
      safeguard them from the potential damage that may be caused by new viruses,
      spyware programs, hacker attacks and/or firewall break-ins.  It provides
      the ability to operate in a stealth mode, monitor keyboard activity, sound
      audible alarms if desired, and also capture video of intrusions and then
      dispatch instant notifications via phone, SMS or email. Additionally, the system
      provides a secure screen saver which makes ComputerSafe ideal for both laptop
      and desktop security. There is also the ability to obtain the systems IP
      location in case of theft.




**SafePC** **TM** Content
      Filtering and Desktop Security Software - SafePC
      analyzes and stops pornographic images and text, and manages program usage. SafePC’s
      Desktop Security & Content Filtering enables parents, educators, and system
      administrators to take control over the level of Internet content censorship
      that is to be enforced by the system. The sensitivity of the filter is
      controlled by the authorized user with a slide setting control that ranges
      from
      0 to 100 - the higher the setting, the more the filtration. Using SafePC, the
      authorized user can determine the web pages and images the PC can display,
      which
      software programs can be run and at what times of day they are permitted to
      be
      used. To restrict the amount of time children or employees spend using
      recreational aspects of the computer such as gaming, chat rooms or surfing
      the
      web, a parent or System Administrator can lock down those applications between
      specific times of the day to create “restricted access” periods.




And:




**SecurePCTM** Multi-user Access Control System - SecurePCTM
      addresses the fact that protecting digital assets whether on a single computer
      or the entire network begins with managing access. The SecurePCTM with the Smart Card technology delivers multi-user access management.
      It’s unique internal control unit and patented power distribution system ensures
      an easy to manage but totally secure environment. Additionally, it tracks all
      user sign-on/off events in a secure log thus providing an audit trail of system
      usage. Managing up to eight different bootable hard drives and all other
      hardware assets, the SecurePC ensures that all activities, including damaging
      behavior on one “System Configuration” doesn’t affect another user or their data
      on another “System Configuration” This keeps total separation of user programs
      and data. It also permits the use of different operating systems on one PC.




We
      have
      started efforts to market and sell our products through our website:
      www.com-guard.com and a number of other commercial websites. In addition, we
      are
      working on other avenues of distribution and sales for our products. At the
      end
      of Fiscal 2004, we formed our PC Products, Inc. subsidiary that started formal
      operating activities during the first quarter of fiscal year 2005. During the
      fiscal 2005 the Company had sales of computers and accessories through the
      PC
      Products subsidiary which may or may not include the Company's security
      products. The objective of this subsidiary is to generate end-user awareness
      of
      our security products and to better understand the distribution channel. As
      more
      fully described below, our PC Products, Inc. subsidiary accounted for a
      preponderance of our sales and gross profit for fiscal 2005. We anticipate
      that
      this trend will continue for at least the next several quarters.





During
      the 4th quarter of fiscal 2005 the Company entered into certain “Transaction
      Agreements” with Wintergreen Systems and 26 Zone, Inc. These contracts specified
      certain duties for each party and the proceeds from a Private Notes Offering
      were to be used to fund the purchase orders and Sales in the PC Products, Inc.
      subsidiary.





Funds
      raised through a Private Notes Offering have been utilized for increasing the
      sales of Products in the PC Products, Inc. subsidiary. We will still need to
      improve our working capital position in order to markedly increase the sales
      of
      computer products. We will need to increase revenue and margins or raise
      additional funds to fully develop our business. There can be no assurance,
      however, that we will be able to complete any additional debt or equity
      financing on favorable terms or at all, or that any such financings, if
      completed, will be adequate to meet our capital requirements. Any additional
      equity or debt financings could result in substantial dilution to our
      stockholders. If adequate funds are not available, we will be required to delay,
      reduce or eliminate some or all of our planned activities. Our inability to
      fund
      our capital requirements would have a material adverse effect on the
      Company.




Also
      See
“Risks and Uncertainties” in Part I of this Annual Report on Form
      10-KSB.




**Results
      of Operations:**




**Sales:**




Sales
      for
      the year ended June 30, 2005 were $6,191,000 compared to $14,000 for the year
      ended June 30, 2004, an increase of $6,177,000. Sales during the year ended
      June
      30, 2004 were entirely due to Internet sales of our downloadable security
      products. During the year ended June 30, 2005, such sales only amounted to
      approximately $4,000. The remaining sales, during the year ended June 30, 2005,
      were derived from sales of $30,000 of Com-Guard’s hardware products, and
      $6,157,000 of sales of other manufacturers hardware and software products
      through the Company’s PC Products subsidiary to a single customer.




**Cost
      of Goods Sold:**




Cost
      of goods
      sold for the year ended June 30, 2005 was $5,881,000 compared to $4,000 for
      the
      year ended June 30, 2004, an increase of $5,877,000. The increase is attributed
      to the cost of goods sold for the Com-Guard’s hardware products of $11,000, and
      $5,870,000 of cost of goods sold for other manufacturers hardware and software
      products though the Company’s PC Products subsidiary.




During
      the year ended June 30, 2004, the Company determined that the fair market value
      of the inventory was less than the carrying amount and recorded a $223,000
      write
      down based on management’s planned marketing and distribution strategies and the
      expected pricing of the related products. There was no such write down during
      the year ended June 30, 2005.




**Selling,
      general and administrative:**




For
      the
      year ended June 30, 2005, selling, general and administrative were $1,622,000
      compared to $1,642,000 for the year ended June 30, 2004, a decrease of $20,000.
      This decrease is attributed reductions in consulting expenses, legal expenses,
      and marketing expenses due to limited working capital during the period which
      were partially offset by increases in employee costs, insurance and audit fees
      during the periods.




8


**Liquidity
      and Capital Resources:**




We
      have
      financed our operations primarily through cash generated from the sale of our
      stock and loans to us. We are no longer classified as a development stage
      company and have commenced the sales and marketing of our products.




During
      the year ended June 30, 2005, the Company incurred a net loss of $1,387,000
      and
      had negative cash flows from operating activities of $2,801,000, and
      as of
      June 30, 2005 the Company had a working capital and stockholders’ deficiency of
      $599,000 .




Our
      previously developed security products contained software developed for certain
      hardware circuit boards. We have developed software applications that can be
      sold as separate products. Since hardware related products (1) have a higher
      cost to manufacture than stand-alone software products, and (2) recent trends
      showing that end-users are less likely to purchase and install hardware-based
      products, we are currently placing a strong emphasis on our standard software
      products to generate revenue. We are developing strategies in certain key target
      areas to market our software products.




For
      the year ended June 30, 2005, our auditors expressed their uncertainty as to
      our
      ability to continue as a going concern. They cite the cash flow deficiency
      from
      operations and the minimal capital resources available to meet existing and
      anticipated obligations.




The
      Company expects to satisfy
      its cash requirements to
      fund
      its operations through June 30, 2005 through the use of current cash resources,
      including the normal settlement of accounts receivable and the current sales
      backlog. Management’s
      current plans are: (1) to further commercialize its own products; (2) to market
      new products, including products from other manufacturers; (3) to continue
      to
      operate and improve e-commerce sites to sell its products; and (4) to continue
      to generate profitable sales and end-user awareness of our security products
      through our PC Products subsidiary. To successfully execute its current plans,
      the Company will need to improve its working capital position. The Company
      plans
      to overcome the circumstances that impact our ability to remain a going concern
      through a combination of achieving profitability, raising additional debt and
      equity financing, and renegotiating existing obligations.




There
      can
      be no assurance, however, that we will be able to complete any additional debt
      or equity financing on favorable terms or at all, or that any such financings,
      if completed, will be adequate to meet our capital requirements. Any additional
      equity or debt financings could result in substantial dilution to our
      stockholders. If adequate funds are not available, we will be required to delay,
      reduce or eliminate some or all of our planned activities. Our inability to
      fund
      our capital requirements would have a material adverse effect on the
      Company.




**Recent
      Accounting Pronouncements:**




In
      December 2004, the FASB issued SFAS No. 123 (R), “Share-Based Payment”. SFAS No.
      123 (R) revises SFAS No. 123, “Accounting for Stock-Based Compensation” and
      supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS
      No. 123 (R) focuses primarily on the accounting for transactions in which an
      entity obtains employee services in share-based payment transactions. SFAS
      No.
      123 (R) requires companies to recognize in the statement of operations the
      cost
      of employee services received in exchange for awards of equity instruments
      based
      on the grant-date fair value of those awards (with limited exceptions). SFAS
      No.
      123 (R) is effective as of the first interim or annual reporting period that
      begins after June 15, 2005 for non-small business issuers and after December
      15,
      2005 for small business issuers. Accordingly, the Company will adopt SFAS No.
      123 (R) in its quarter ending March 31, 2006. The Company is currently
      evaluating the provisions of SFAS No. 123 (R) and has not yet determined the
      impact, if any, that SFAS No. 123 (R) will have on its financial statement
      presentation or disclosures.




**CRITICAL
      ACCOUNTING POLICIES**




The
      Company believes the following are its most critical accounting policies in
      that
      they are the most important to the portrayal of the Company’s financial
      condition and results and requires management’s most difficult, subjective or
      complex judgments.




***Inventory
      Valuation***




The
      Company regularly monitors and assesses its risk of not incurring any material
      sales of its inventory in the future. This evaluation is based upon the
      Company’s sales force efforts and information the Company receives from
      potential customers. Based upon the results of the analysis, the Company records
      a write down for this risk. This analysis requires the Company to make
      significant estimates, and changes in facts and circumstances could result
      in
      material changes in the inventory valuation.




***Revenue
      Recognition***




The
      Company accounts for the licensing of software in accordance with American
      Institute of Certified Public Accountants (AICPA) Statement of Position (SOP
      97-2, *Software
      Revenue Recognition* ).
      The
      Company recognizes revenue when (i) persuasive evidence of an arrangement
      exists; (ii) delivery has occurred or services have been rendered; (iii) the
      sales price is fixed or determinable; and (iv) collectibility is reasonably
      assured. Post customer support (PCS), if applicable, is recognized on delivery
      of applicable software. The Company accrues all estimated costs of providing
      the
      PCS services, including upgrades/enhancements.




At
      the
      time of the transaction, the Company assesses whether the fee is fixed and
      determinable based on the payment terms associated with the transaction and
      whether collectibility is reasonably assured. If a significant portion of a
      fee
      is due after our normal payment terms, the Company accounts for the fee as
      not
      being fixed and determinable. In these cases, the Company recognizes revenue
      as
      the fees become due. Where the Company provides or delivers a product or service
      at a specific point in time and there are no remaining obligations, the Company
      recognizes revenue upon the delivery of the product or completion of the
      service.




9


**Item
      7. Financial Statements:**




**CONTENTS**




PageREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            
            F-1CONSOLIDATED
                BALANCE SHEET AS OF JUNE 30, 2005
            
            F-2CONSOLIDATED
                STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2005 AND
                2004
            
            F-3CONSOLIDATED
                STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE YEARS ENDED JUNE
                30, 2005 AND 2004
            
            F-4CONSOLIDATED
                STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2005 AND
                2004
            
            F-5NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2005 AND
                2004
            
            F-7
                to F-10














**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors of:


Com-Guard.com,
      Inc.




We
      have
      audited the accompanying consolidated balance sheet of Com-Guard.com, Inc.
      and
      subsidiary (collectively, the “Company”) as of June 30, 2005 and the related
      consolidated statements of operations, changes in stockholders’ deficiency and
      cash flows for the years ended June 30, 2005 and 2004. These financial
      statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audits.




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




In
      our
      opinion, the consolidated financial statements referred to above present fairly
      in all material respects, the financial position of Com-Guard.com, Inc. and
      subsidiary as of June 30, 2005 and the results of their operations and their
      cash flows for the years ended June 30, 2005 and 2004 in conformity with
      accounting principles generally accepted in the United States of
      America.




The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 1 to the
      consolidated financial statements, for the year ended June 30, 2005 the Company
      suffered a net loss from operations of $1,387,000 and had negative cash flows
      from operating activities of $2,801,000 and had a working capital and
      stockholders’ deficiency of $599,000 as of June 30, 2005. These matters raise
      substantial doubt about its ability to continue as a going concern. Management's
      plans in regard to these matters are also described in Note 1. The consolidated
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.




WEINBERG
      & COMPANY, P.A.





Boca
      Raton, Florida


October
      10, 2005





F-1


ASSETSCurrent
                assetsCash
                and cash equivalents
            
            $
            100,000Accounts
                receivable
            
            
            553,000Advances
                to suppliers
            
            
            1,624,000Inventory
            
            
            349,000Intangible
                asset, net
            
            
            153,000Deferred
                financing costs, net
            
            
            279,000Other
                current assets
            
            
            28,000Total
                Current Assets
            
            $
            3,086,000LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCYCurrent
                liabilitiesAccounts
                payable
            
            $
            142,000Accrued
                expenses
            
            
            595,000Accrued
                officer compensation
            
            
            424,000Line
                of credit - bank
            
            
            24,000Notes
                payable
            
            
            2,200,000Other
                short-term secured financing
            
            
            300,000Total
                Current Liabilities
            
            
            3,685,000Commitments
                and contingenciesStockholders’
                DeficiencyCommon
                stock, $.001 par value, 100,000,000 shares authorized, 45,759,901
                shares
                issued and outstanding
            
            
            46,000Shares
                to be issued, 7,160,000 shares
            
            
            7,000Additional
                paid in capital
            
            
            10,233,000Deferred
                compensation expense
            
            
            (136,000
            )Accumulated
                deficit
            
            
            (10,749,000
            )Total
                Stockholders’ Deficiency
            
            
            (599,000
            )Total
                Liabilities and Stockholders’ Deficiency
            
            $
            3,086,000







See
      accompanying notes to consolidated financial statements


F-2


2005
            
            2004Net
                Sales
            
            $
            6,191,000
            
            $
            14,000Cost
                of goods sold
            
            
            5,881,000
            
            
            4,000Provision
                for inventory write-down
            
            
            -
            
            
            223,000Gross
                margin (loss)
            
            
            310,000
            
            
            (213,000
            )Selling,
                general and administrative expenses
            
            
            1,622,000
            
            
            1,642,000Loss
                from operations
            
            
            (1,312,000
            )
            
            (1,855,000
            )Other
                income (expense)Interest
                expense
            
            
            (88,000
            )
            
            (94,000
            )Income
                (loss) on conversion of accrued expenses and convertible debt
            
            
            12,000
            
            
            (64,000
            )Interest
                income
            
            
            1,000
            
            
            -Total
                other income (expense)
            
            
            (75,000
            )
            
            (158,000
            )Net
                loss
            
            $
            (1,387,000
            )
            $
            (2,013,000
            )Net
                loss per share - basic and diluted
            
            $
            (0.03
            )
            $
            (0.09
            )Weighted
                average number of shares outstanding - basic and diluted
            
            
            42,570,246
            
            
            22,924,528











See
      accompanying notes to consolidated financial
      statements











F-3


Common
                Stock
            
            Common
                Stock
              To
                Be Issued
            
            Additional
                Paid-In
            
            Deferred
                Compensation
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Expense
            
            Deficit
            
            Total**Balance,
                June 30, 2003**
            
            
            **17,890,006**
            
            $
            18,000
            
            
            **-**
            
            $
            -
            
            $
            6,621,000
            
            $
            -
            
            $
            (7,349,000
            )
            $
            (710,000
            )Stock
                and warrants issued for cash, net
            
            
            13,321,668
            
            
            13,000
            
            
            -
            
            
            -
            
            
            1,161,000
            
            
            **-**
            
            
            -
            
            
            1,174,000Stock
                issued for services
            
            
            3,957,000
            
            
            4,000
            
            
            -
            
            
            -
            
            
            785,000
            
            
            **-**
            
            
            -
            
            
            789,000Stock
                issued for conversion of convertible notes payable, conversion inducement
                and accrued interest
            
            
            941,083
            
            
            1,000
            
            
            293,559
            
            
            -
            
            
            187,000
            
            
            **-**
            
            
            -
            
            
            188,000Warrants
                issued with convertible notes payable
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            99,000
            
            
            **-**
            
            
            -
            
            
            99,000Stock
                issued for accounts payable and accrued expenses
            
            
            3,611,585
            
            
            4,000
            
            
            -
            
            
            -
            
            
            560,000
            
            
            **-**
            
            
            -
            
            
            564,000Net
                loss, 2004
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            **-**
            
            
            (2,013,000
            )
            
            (2,013,000
            )**Balance,
                June 30, 2004**
            
            
            **39,721,342**
            
            
            **40,000**
            
            
            **293,559**
            
            
            **-**
            
            
            **9,413,000**
            
            
            **-**
            
            
            **(9,362,000**
            **)**
            
            **91,000**Sale
                of warrants for cash
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,000
            
            
            **-**
            
            
            -
            
            
            1,000Stock
                issued for services
            
            
            2,745,000
            
            
            3,000
            
            
            1,150,000
            
            
            1,000
            
            
            215,000
            
            
            (132,000
            )
            
            -
            
            
            87,000Stock
                issued for conversion of convertible notes payable, conversion inducement
                and accrued interest
            
            
            293,559
            
            
            -
            
            
            (293,559
            )
            
            -
            
            
            -
            
            
            **-**
            
            
            -
            
            
            -Stock
                issued for accounts payable and accrued expenses and cash
            
            
            3,000,000
            
            
            3,000
            
            
            1,850,000
            
            
            2,000
            
            
            242,000
            
            
            -
            
            
            -
            
            
            247,000Shares
                issued for purchase of intangible assets
            
            
            -
            
            
            -
            
            
            3,500,000
            
            
            3,000
            
            
            172,000
            
            
            
            
            
            -
            
            
            175,000Shares
                issued for debt issue costs
            
            
            -
            
            
            -
            
            
            660,000
            
            
            1,000
            
            
            32,000
            
            
            
            
            
            -
            
            
            33,000Deferred
                consulting expense from issuance of stock options
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            158,000
            
            
            (158,000
            )
            
            -
            
            
            -Amortization
                of deferred consulting expense
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            154,000
            
            
            -
            
            
            154,000Net
                loss, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,387,000
            )
            
            (1,387,000
            )**Balance,
                June 30, 2005**
            
            
            **45,759,901**
            
            $
            46,000
            
            
            **7,160,000**
            
            $
            7,000
            
            $
            10,233,000
            
            
            **(136,000**
            **)**
            $
            (10,749,000
            )
            $
            (599,000
            )





See
            accompanying notes to consolidated financial
            statements.
 F-4


2005
            
            2004Cash
                Flows From Operating Activities:Net
                loss
            
            $
            (1,387,000
            )
            $
            (2,013,000
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Stock
                and options issued for services
            
            
            86,000
            
            
            789,000Provision
                for inventory write-down
            
            
            -
            
            
            223,000(Income)
                loss on conversion of accrued expenses and convertible
                debt
            
            
            (12,000
            )
            
            64,000Amortization
                of discount on convertible notes payable
            
            
            10,000
            
            
            89,000Amortization
                of deferred consulting expense
            
            
            154,000
            
            
            -Amortization
                of intangible assets
            
            
            22,000
            
            
            -Amortization
                of debt issue costs
            
            
            40,000
            
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (553,000
            )
            
            2,000Inventory
            
            
            139,000
            
            
            (470,000
            )Advances
                to suppliers
            
            
            (1,624,000
            )
            
            -Debt
                issue costs
            
            
            (286,000
            )
            
            -Other
                current assets
            
            
            (28,000
            )
            
            17,000Accounts
                payable, accrued expenses and accrued officer compensation
            
            
            638,000
            
            
            276,000Net
                cash used in operating activities
            
            
            (2,801,000
            )
            
            (1,023,000
            )Cash
                Flows From Financing Activities:Proceeds
                from issuance of common stock and warrants, net
            
            
            31,000
            
            
            1,174,000Proceeds
                from notes payable
            
            
            2,200,000
            
            
            123,000Proceeds
                from other short-term secured financing
            
            
            300,000
            
            
            -Repayment
                of convertible notes and loans payable
            
            
            (23,000
            )
            
            (25,000
            )Net
                (repayments) proceeds from bank line of credit
            
            
            (1,000
            )
            
            4,000Net
                cash provided by financing activities
            
            
            2,507,000
            
            
            1,276,000Net
                (decrease) increase in cash and cash equivalents
            
            
            (294,000
            )
            
            253,000Cash
                and cash equivalents at beginning of year
            
            
            394,000
            
            
            141,000Cash
                and cash equivalents at end of year
            
            $
            100,000
            
            $
            394,000Supplemental
                disclosure of cash flow information:Interest
                paid
            
            $
            37,000
            
            $
            -Taxes
                paid
            
            $
            -
            
            $
            -





See
            accompanying notes to consolidated financial
            statements.
 F-5




**NOTE
      1 - THE COMPANY AND BASIS OF PRESENTATION**




Com-Guard
      was incorporated in the state of Nevada on October 7, 1998 as E-WORLD SECURITY,
      INC and on April 16, 1999, the Company changed its name to COM-GUARD.COM, INC.
      The Company’s planned principal operations commenced during the year ended June
      30, 2003. The Company sells products that afford security protection to computer
      hardware and software in microcomputers. The Company’s initial product,
      Com-GuardTM, includes unique software and hardware that enables users to protect
      and limit access to data and to provide a security system against tampering
      and
      unauthorized use of computers. At the end of the fiscal year ended June 30,
      2004, the Company formed its PC Products subsidiary which started formal
      operating activities during the first quarter of fiscal year 2005. In addition
      to generating potential sales of computers and accessories, which may include
      Com-GuardTM security products, this subsidiary will be used to generate end-user
      awareness of the Company’s security products.




The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. During the year ended June 30,
      2005, the Company suffered a net loss of $1,387,000 and
      had
      negative cash flows from operating activities of $2,801,000. As of June 30,
      2005, the Company had a working capital and stockholders’ deficiency of
      $599,000. The Company has sustained its operations primarily through equity
      and
      debt financing. These conditions raise substantial doubt about the Company's
      ability to continue as a going concern.




In
      view
      of these matters, realization of a major portion of the assets in the
      accompanying consolidated balance sheet is dependent upon continued operations
      of the Company, which in turn is dependent upon the Company's ability to meet
      its working capital requirements, and the success of its future operations.
      Management’s current plans are: (1) to further commercialize its own products;
      (2) to market new products, including products from other manufacturers; (3)
      to
      continue to operate and improve e-commerce sites to sell its products; and
      (4)
      to continue to generate profitable sales and end-user awareness of our security
      products through our PC Products subsidiary. To successfully execute its current
      plans, the Company will need to improve its working capital position. The
      Company plans to overcome the circumstances that impact our ability to remain
      a
      going concern through a combination of achieving profitability, raising
      additional debt and equity financing, and renegotiating existing obligations.
      There can be no assurance, however, that we will be able to complete any
      additional debt or equity financing on favorable terms or at all, or that any
      such financings, if completed, will be adequate to meet our capital
      requirements. Any additional equity or debt financings could result in
      substantial dilution to our stockholders. If adequate funds are not available,
      we will be required to delay, reduce or eliminate some or all of our planned
      activities. Our inability to fund our capital requirements would have a material
      adverse effect on the Company. Management believes that the actions
      presently being taken to revise the Company's operating and financial
      requirements may provide the opportunity for the Company to continue as a going
      concern.




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




***(A)
      Principles of Consolidation***




The
      accompanying consolidated financial statements include the accounts of
      Com-Guard.com, Inc. and its wholly owned subsidiary, PC Products, Inc. All
      significant inter company accounts and transactions have been eliminated in
      consolidation.




***(B)
      Use of Estimates***




In
      preparing financial statements in conformity with accounting principles
      generally accepted in the United States of America, management is required
      to
      make estimates and assumptions that affect the reported amounts of assets and
      liabilities and the disclosure of contingent assets and liabilities at the
      date
      of the financial statements and revenues and expenses during the reported
      periods. Actual results could differ from those estimates.




***(C)
      Reclassifications***




Certain
      amounts from prior years have been reclassified to conform to the current year’s
      presentation.




***(D)
      Cash and Cash Equivalents***




For purposes of the cash flow statements, the Company considers all highly
      liquid investments with original maturities of three months or less at the
      time
      of purchase to be cash equivalents.




***(E)
      Inventories***




Inventories
      consist of primarily finished goods stated at the lower of cost (first-in,
      first-out) or market. During the year ended June 30, 2004, the Company
      determined that the fair market value of the inventory was less than the
      carrying amount and recorded a $223,000 write down based on management’s planned
      marketing and distribution strategies and the expected pricing of the related
      products.




***(F)
      Intangible Asset***




Intangible
      asset, consisting of a customer list, is stated at cost less accumulated
      amortization. Amortization is computed using the straight-line method over
      the
      estimated economic useful life of one year.




***(G)
      Property and Equipment***




Property
      and equipment are stated at cost less accumulated depreciation. Depreciation
      was
      computed using the straight-line method over the estimated economic useful
      lives
      of 3 to 7 years. Expenditures for maintenance and repairs are charged to expense
      as incurred. As of June 30, 2005, all property and equipment has been fully
      depreciated.




***(H)
      Long-Lived Assets***




The Company reviews long-lived assets and certain identifiable intangible assets
      for impairment whenever circumstances and situations change such that there
      is
      an indication that the carrying amounts may not be recoverable. There were
      no
      long-lived assets as of June 30, 2005. ******




F-6


***(I)
      Stock Options and Warrants***




In
      accordance with Statement of Financial Accounting Standards ("SFAS") No. 123,
      " *Accounting
      for Stock-Based Compensation* ,"
      the
      Company has elected to account for Stock Options issued to employees under
      Accounting Principles Board Opinion No. 25 ("APB Opinion No. 25") and related
      interpretations. The Company accounts for stock options issued to non-employees
      under the fair value method of SFAS No. 123. Under APB Opinion No. 25, if the
      exercise price of the Company’s stock options equal or exceeds the market price
      of the underlying stock on the date of grant, no compensation cost is
      recognized.




SFAS
      No.
      123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148,
      Accounting for Stock-Based Compensation - Transition and Disclosure, requires
      the Company to provide pro forma information regarding net income and earnings
      per share for each period presented as if compensation cost for the Company’s
      stock options was determined in accordance with the fair market value based
      method prescribed in SFAS No. 123.  The Company estimates the fair value
      of
      each stock option at the grant date by using the Black-Scholes option pricing
      model. The estimated fair value of each stock option granted in fiscal 2004
      using the Black-Scholes option pricing model was based on the following weighted
      average assumptions: no dividend yield; expected volatility of 183%; risk-free
      interest rate of 3%, and an expected life of 6 years. The estimated fair value
      of each stock option granted in fiscal 2005 using the Black-Scholes option
      pricing model was based on the following weighted average assumptions: no
      dividend yield; expected volatility of 173%; risk-free interest rate of 3%,
      and
      an expected life of 6 years.




Under
      the
      accounting provisions of SFAS No. 123, as amended by SFAS No. 148, the Company’s
      pro forma net loss and net loss per common share reflects the expense related
      to
      options issued to employees which is recognized over the vesting period. For
      the
      years ended June 30, 2005 and 2004, the pro forma net loss and net loss per
      common share would have been as follows:




Net
                loss:
            
            2005
            
            2004As
                reported
            
            $
            (1,387,000
            )
            $
            (2,013,000
            )Pro
                forma
            
            $
            (1,648,000
            )
            $
            (2,433,000
            )Net
                loss per common share - basic and fully diluted:As
                reported
            
            $
            (0.03
            )
            $
            (0.09
            )Pro
                forma
            
            $
            (0.04
            )
            $
            (0.11
            )




***(J)
      Significant Customers and Suppliers***




During
      the year ended June 30, 2005, the Company had approximately five (5) customers,
      one of which accounted for approximately 38% of total consolidated revenues
      and
      100% of consolidated accounts receivable as of June 30, 2005. As of and during
      the year ended June 30, 2004, no such concentrations existed.




As
      of and
      during the year ended June 30, 2005, one supplier accounted for 100% of
      consolidated prepaid inventories and 99% of total consolidated cost of goods
      sold. As of and during the year ended June 30, 2004, no such concentrations
      existed.




***(K)
      Revenue Recognition***




The
      Company accounts for the licensing of software in accordance with American
      Institute of Certified Public Accountants (AICPA) Statement of Position (SOP
      97-2, *Software
      Revenue Recognition* ).
      The
      Company recognizes revenue when (i) persuasive evidence of an arrangement
      exists; (ii) delivery has occurred or services have been rendered; (iii) the
      sales price is fixed or determinable; and (iv) collectibility is reasonably
      assured. Post customer support (PCS), if applicable, is recognized on delivery
      of applicable software. The Company accrues all estimated costs of providing
      the
      PCS services, including upgrades/enhancements.




At
      the
      time of the transaction, the Company assesses whether the fee is fixed and
      determinable based on the payment terms associated with the transaction and
      whether collectibility is reasonably assured. If a significant portion of a
      fee
      is due after our normal payment terms, the Company accounts for the fee as
      not
      being fixed and determinable. In these cases, the Company recognizes revenue
      as
      the fees become due. Where the Company provides or delivers a product or service
      at a specific point in time and there are no remaining obligations, the Company
      recognizes revenue upon the delivery of the product or completion of the
      service.




Revenues
      for product sales through distributors are typically recognized when (i)
      delivery has occurred; (ii) the sales price is fixed or determinable; (iii)
      a
      right of return does not exist or has expired; and (iv) collectibility is
      reasonably assured. Distributor sales not satisfying these criteria are treated
      as consignment inventory and revenue is typically recognized when the product
      is
      sold to an end-user and the distributor has paid the Company for the
      product. ******




***(L)
      Income Taxes***




The
      Company accounts for income taxes under SFAS No. 109 " *Accounting
      for Income Taxes* ".
      Under
      SFAS No. 109, deferred tax assets and liabilities are recognized for the future
      tax consequences attributable to differences between the financial statement
      carrying amounts of existing assets and liabilities and their respective tax
      bases. Deferred tax assets and liabilities are measured using enacted tax rates
      expected to apply to taxable income in the years in which those temporary
      differences are expected to be recovered or settled. Under SFAS No. 109, the
      effect on deferred tax assets and liabilities of a change in tax rates is
      recognized in income in the period that includes the enactment
      date.




The
      Company has made no current provision (benefit) for Federal income taxes because
      of losses since its inception. A valuation allowance has been used to offset
      the
      recognition of any deferred tax assets arising from net operating loss carry
      forwards due to the uncertainty of future realization. The use of any tax loss
      carry forward benefits may also be limited as a result of changes in Company
      ownership. ******




***(M)
      Loss Per Share***




Basic
      and
      diluted net loss per share for all periods presented is computed based upon
      the
      weighted average number of common shares outstanding as defined by SFAS No.
      128,
      "Earnings Per Share". Common stock equivalents, consisting of vested options
      as
      of June 30, 2005 and 2004 of 7,787,000 and 2,222,000, respectively, have not
      been included in the computation of diluted loss per share since the effect
      would be anti-dilutive for all periods presented.




***(N)
      Fair Value of Financial Instruments***




SFAS
      No.
      107, “Disclosures about Fair Value of Financial Instruments”, requires
      disclosures of information about the fair value of certain financial instruments
      for which it is practicable to estimate that value. For purposes of this
      disclosure, the fair value of a financial instrument is the amount at which
      the
      instrument could be exchanged in a current transaction between willing parties,
      other than in a forced sale or liquidation.




The
      carrying amounts of the Company’s financial instruments, including cash and cash
      equivalents, accounts receivable, advances to suppliers, accounts payable and
      accrued expenses, line of credit, notes payable and short-term secured financing
      approximate fair value due to the relatively short period to maturity for these
      instruments.




***(O) Rounding***




All
      amounts have been rounded to the nearest $1,000 except for share
      amounts.




***(P)
      Recent Accounting Pronouncements***




In
      December 2004, the FASB issued SFAS No. 123 (R), “Share-Based Payment”. SFAS No.
      123 (R) revises SFAS No. 123, “Accounting for Stock-Based Compensation” and
      supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS
      No. 123 (R) focuses primarily on the accounting for transactions in which an
      entity obtains employee services in share-based payment transactions. SFAS
      No.
      123 (R) requires companies to recognize in the statement of operations the
      cost
      of employee services received in exchange for awards of equity instruments
      based
      on the grant-date fair value of those awards (with limited exceptions). SFAS
      No.
      123 (R) is effective as of the first interim or annual reporting period that
      begins after June 15, 2005 for non-small business issuers and after December
      15,
      2005 for small business issuers. Accordingly, the Company will adopt SFAS No.
      123 (R) in its quarter ending March 31, 2006. The Company is currently
      evaluating the provisions of SFAS No. 123 (R) and has not yet determined the
      impact, if any, that SFAS No. 123 (R) will have on its financial statement
      presentation or disclosures.




F-7


**NOTE
      3 - COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS**




***(A)
      Intangible Asset***




Intangible
      asset as of June 30, 2005 consisted of the following:




Intangible
                asset
            $
            175,000Less:
                Accumulated amortization
            
            (22,000)Intangible
                asset, net
            $
            153,000




Amortization
      expense for the year ended June 30, 2005 was $22,000.




***(B)
      Property and Equipment***




Property
      and equipment as of June 30, 2005 consisted of the following:




Equipment
            $
            42,000Furniture
                and fixtures
            
            3,000Computers
            
            2,00047,000Less:
                Accumulated depreciation
            
            47,000Property
                and equipment - net
            $
            -




There
      was
      no depreciation expense for the years ended June 30, 2005 and 2004.




***(C)
      Accrued Expenses***




Accrued
      expenses as of June 30, 2005 consisted of the following:




Consulting
                fees
            $
            284,000Employee
                compensation and benefits
            
            175,000Other
            
            136,000Total
                accrued expenses
            $
            595,000




***(D)*** Supplemental
      disclosure non-cash investing and financing activities:




Supplemental disclosure non-cash investing and financing activities for the
      years ended June 30, 2005 and 2004 consisted of the following:




2005
            
            2004Stock
                issued for conversion of convertible notes payable and accrued
                interest
            
            $
            -
            
            $
            124,000Stock
                issued for accounts payable and accrued expenses
            
            $
            217,000
            
            $
            564,000Stock
                and options issued for future services
            
            $
            290,000
            
            $
            -Stock
                issued for intangible assets and debt issue costs
            
            $
            208,000
            
            $
            -




**NOTE
      4 - DEBT**




***(A)
      Line of Credit - Bank***




At
      June
      30, 2005, the Company had a line of credit from a bank for short-term borrowing
      in the amount of $25,000, which bears interest at floating rates. As of June
      30,
      2005 the interest rate was 11.75%. This line is unsecured, payable on demand
      and
      borrowings amounted to $24,000 at June 30, 2005. Total interest expense
      associated with the line of credit amounted to $2,000 and $3,000 for the years
      ended June 30, 2005 and 2004, respectively. ******




***(B)
      Notes Payable***




During
      fiscal 2005, the Company issued notes payable in the aggregate amount of
      $2,200,000, which bear interest at the rate of 10% per year. These notes mature
      in May and June 2006. In addition, during the term that the notes are
      outstanding, the noteholders are entitled to receive an amount equal to 20%
      of
      the gross margin from PC Products sales during the period that the notes are
      outstanding. During fiscal 2005 such amounts were $13,000. Total interest
      expense on notes payable was $26,000 for the year ended June 30,
      2005.




In
      conjunction with the initial closing of the financing, the Company paid
      aggregate commission in the amount of $319,000, consisting of cash commissions
      of $286,000 and 660,000 shares of its common stock with an aggregate value
      of
      $33,000, the fair market value of the shares at closing. This amount is being
      amortized over the life of the loan as additional interest expense. During
      fiscal 2005, $40,000 was amortized and recorded as additional interest
      expense.




***(C)
      Other Secured Financings***




During
      fiscal 2005, the Company entered into a month-to-month agreement with a
      factoring company to provide financing for up to $375,000 of qualified accounts
      receivable and related inventory (the “Factor Base”). At June 30, 2005
      borrowings under this agreement were $300,000. The borrowings are secured by
      all
      of the Company’s personal property including accounts receivable, inventory and
      fixed assets. Under the terms of the agreement, the Factor may advance to the
      Company up to 80% of the Factor Base. The Company pays a monthly factoring
      fee
      equal to 3% of the Factor Base. During fiscal 2005, such fees were $11,000
      and
      were included in interest expense.




**NOTE
      5 - DEFINED CONTRIBUTION PLAN**




The
      Company has a 401(k) plan which covers all employees. Participants may
      contribute up to 15% of their compensation, not to exceed the maximum dollar
      amount allowable by the Internal Revenue Code. During fiscal 2004, the Company
      recorded $6,000 as matching contributions. There was no such contribution during
      fiscal 2005.




F-8


**NOTE
      6 - RELATED PARTY TRANSACTIONS**




***Convertible
      Notes Payable - Related Party***




During
      fiscal years 2003 and 2004, the Company issued convertible notes to certain
      individuals, at par, maturing at various dates throughout 2004, for an original
      principal amount of $214,000. The notes bore interest at 7.0% and 7.5%, and
      were
      convertible, at the option of the holder, into shares of the Company's common
      stock at prices from $0.15 to $0.35 per share. During fiscal 2004, the holders
      of the convertible notes converted outstanding debt and accrued interest of
      approximately $124,000 into 1,234,642 shares of the Company's common stock
      of
      which 293,559 shares were to be issued as of June 30, 2004. These 293,559 shares
      were issued in July 2004.




In
      August
      and November 2004, the Company repaid the final $20,000 of the convertible
      notes
      payable to a stockholder.




In
      conjunction with the sale of convertible notes payable during fiscal 2004,
      the
      Company issued warrants to purchase an aggregate of 666,667 shares of the
      Company’s common stock at a price of $0.15 per share. The warrants were valued
      using the Black-Scholes pricing model and the aggregate fair value of $99,000
      (limited to the face value of the notes) was recorded as a discount on notes
      payable and amortized as additional interest expense over the life of the notes.
      During the year ended June 30, 2005, aggregate interest expense associated
      with
      the amortization of the discount of notes payable was $10,000. As of June 30,
      2005 there was no remaining unamortized discount on notes
      payable.




**NOTE
      7 - COMMITMENTS AND CONTINGENCIES**




The
      Company leases corporate office space, transportation and office equipment
      under
      operating leases. The office lease, which expired in August 2005, is currently
      on a month-to-month basis.




Future
      minimum lease payments as of June 30, 2005 for the office lease were as
      follows:




2006
            $
            3,000Total
            
            3,000




Office
      rent expense for the years ended June 30, 2005 and 2004 amounted to $27,000
      and
      $26,000, respectively.




**NOTE
      8 - STOCKHOLDERS' EQUITY**




***(A)
      Private Placement***




In
      December 2003, the Company issued 1,666,668 shares of its common stock and
      1,666,668 warrants to accredited investors for $217,500, net of offering costs
      of $32,500. Each warrant is exercisable into shares of the Company’s common
      stock at $0.30 per share and has a term of three years. As of June 30, 2004,
      no
      warrants have been exercised. In a series of transactions between May and June
      2004, the Company issued 11,100,000 shares of its common stock and 11,100,000
      warrants for $957,000, net of cash offering costs of $153,000 and 555,000 shares
      of the Company’s common stock. Each warrant is exercisable into shares of the
      Company’s common stock at $0.15 per share and has a term of three years. As of
      June 30, 2005, no warrants have been exercised.




During
      the year ended June 30, 2003 the Company sold 4,314,286 shares and 2,325,000
      warrants for net proceeds of $1,314,000, net of offering costs of 500,000 shares
      of the Company’s common stock. Each warrant is exercisable into shares of the
      Company’s common stock at $0.70 per share and has a term of five years. As of
      June 30, 2005, no warrants have been exercised.




***(B)
      Common Stock***




In
      May
      2005, the Company agreed to issue 3,500,000 shares of its common stock to a
      hardware manufacturer in exchange for the right for PC Products to sell products
      to the manufacturers’ customers. The aggregate value of $175,000, based on the
      market value of the shares at the date of issuance, was recorded as an
      intangible asset and is being amortized over the estimated useful life of twelve
      months.




During
      fiscal 2005, the Company issued 850,000 shares of its common stock to a
      consultant for the exercise of an option of $.05 per share and agreed to issue
      an additional 850,000 shares of its common stock, for which the Company received
      $30,000 in cash and the balance was a reduction in accrued consulting
      fees
      of  $55,000 owed to the consultant.




During
      fiscal 2005, the Company issued 1,500,000 shares of common stock valued at
      $0.05
      per share and agreed to issue an additional 1,150,000 shares valued at $0.05
      per
      share for consulting services to be provided over a twelve month period. These
      shares, with an aggregate value of $132,000, were reflected as deferred
      compensation expense and are amortized as the consulting services are
      provided. The number of shares issued was based on the fair market value of
      the
      services provided. As of June 30, 2005, the unamortized balance, included in
      deferred consulting expense in the consolidated balance sheets, was
      $79,000.




During
      fiscal 2005, the Company converted $24,000 of accounts payable into 250,000
      shares of its common stock to be issued having a value of $12,000 resulting
      in a
      gain of $12,000, representing the difference in the aggregate conversion price
      and the market value of the shares on the conversion date. In addition, the
      Company issued 1,900,000 shares of its common stock and agreed to issue and
      additional 1,000,000 shares for the exercise of an option through the reduction
      of accounts payable in the aggregate amount of $120,000.




During
      fiscal 2005, the Company issued 1,245,000 shares of common stock at prices
      ranging from $0.09 and $0.10 per share for consulting services totaling
      $119,000. The number of shares issued was based on the fair market value of
      the
      services provided.




As
      noted
      in Note 4, in conjunction with the Notes Payable financing, the Company agreed
      to issue 660,000 shares of its common stock as partial compensation for the
      closing of the financing. The aggregate value of the shares of $33,000 is
      included other assets as debt issue costs and is being amortized over the life
      of the loan as additional interest expense.




In
      July
      2004, the Company issued 293,559 shares of its common stock which represented
      the common stock to be issued as of June 30, 2004 as part of the June 2004
      conversion of convertible notes payable and accrued interest (see Note 6
      above).




***(C)
      Stock Options***




The
      Company adopted stock option plans, under which incentive stock options and
      non-qualified stock options may be granted to employees, directors, and other
      key persons, to purchase shares of the Company's common stock, at an exercise
      price equal to no less than the fair market value of such stock on the date
      of
      grant, with such options typically vesting over a four-year period and
      exercisable over a period of not more than ten years after the date of
      grant.




A
      summary
      of the options issued to certain employees and directors as of June 30,
      2005 is presented below:




Number
                of Options Granted
            
            Weighted
                Average Exercise PriceStock
                OptionsBalance,
                June 30, 2003
            
            
            -
            
            $
            -Granted
            
            
            4,026,000
            
            
            0.20Forfeited
            
            
            (165,000
            )
            
            0.20Balance,
                June 30, 2004
            
            
            3,861,000
            
            
            0.20Granted
            
            
            7,850,000
            
            
            0.05Exercised
            
            
            (1,250,000
            )
            
            0.05Balance,
                June 30, 2005
            
            
            10,461,000
            
            $
            0.11Shares
                vested and exercisable as of June 30, 2005
            
            
            7,478,000
            
            $
            0.11Weighted
                average remaining contractual life
            
            
            6.89
                yearsWeighted
                average fair value of options granted during 2005
            
            $
            0.05




In
      January 2005, the Company granted options to acquire an aggregate of 1,000,000
      shares of the Company’s common stock at $0.05 per share, the fair value of the
      common stock at the date of grant, to a consultant as compensation for
      consulting services to be provided during succeeding twelve months. These
      options were valued at $31,000 using the Black-Scholes pricing model. In
      December 2004, the Company granted options to acquire an aggregate of 3,400,000
      shares of the Company’s common stock at $0.05 per share, the fair value of the
      common stock at the date of grant, to certain consultants as compensation for
      consulting services to be provided during succeeding twelve months. These
      options were valued at $127,000 using the Black-Scholes pricing model. As of
      June 30, 2005, the unamortized balance, included in deferred consulting expense
      in the condensed consolidated balance sheets, was $57,000.




During
      the year ended June 30, 2005, 1,250,000 options with an exercise price of $0.05
      were exercised with the conversion of accrued expenses in the aggregate of
      $62,500.




F-9


***(D)
      Warrants***




In
      conjunction with the December 2003 financing, the Company issued warrants to
      purchase 1,666,668 shares of the Company’s common stock. Each warrant is
      exercisable into shares of the Company’s common stock at $0.30 per share and has
      a term of three years. As of June 30, 2004, no warrants have been exercised.




In
      conjunction with the sale of convertible notes payable during fiscal 2004 (see
      Note 7 above) the Company issued warrants to purchase an aggregate of purchase
      666,667 shares of the Company’s common stock at $0.15 per share. The warrants
      were immediately exercisable and expire in June 2007. During fiscal 2004,
      aggregate interest expense was approximately $89,000. As of June 30, 2005,
      none
      of these warrants have been exercised.




In
      conjunction with the May and June 2004 financing, the Company issued warrants
      to
      purchase 11,100,000 shares of the Company’s common stock. Each warrant is
      exercisable into shares of the Company’s common stock at $0.15 per share and has
      a term of three years. As of June 30, 2005, no warrants have been
      exercised.




During
      fiscal 2003, in conjunction with financings, the Company issued warrants to
      purchase 2,325,000 shares of the Company’s common stock. Each warrant is
      exercisable into shares of the Company’s common stock at $0.70 per share and has
      a term of three years. As of June 30, 2004, no warrants have been
      exercised.




**NOTE
      9 - SALES AND MANUFACTURING AGREEMENTS**




In
      May
      2005 the Company’s PC Products subsidiary entered into a five-year Agreement
      with a computer hardware manufacturer to, among other things, provide
      manufacturing services. Under the terms of the Agreement, the Company agreed
      to
      pay the manufacturer for the cost of the materials plus an amount equal to
      40%
      of the result of the gross margin on the sale of such products less any amounts
      payable to the Company’s noteholders. During fiscal 2005, the aggregate amount
      of such fees was $20,000 and is included in cost of goods sold.




In
      May
      2005 the Company’s PC Products subsidiary entered into a five-year agreement
      with a consultant for the procurement of products and inventory. Under the
      terms
      of the agreement, the Company agreed to pay the consultant for the cost of
      the
      materials plus an amount equal to 15% of the result of the gross margin on
      the
      sale of such products less any amounts payable to the Company’s noteholders.
      During fiscal 2005, the aggregate amount of such fees was $7,000 and is included
      in cost of goods sold.




**NOTE
      10 - INCOME TAXES**




The
      Company's tax expense differs from the "expected" tax expense for the years
      ended June 30, 2005 and 2004, as follows:




2005
            
            2004State
                income tax provision
            
            $
            -
            
            $
            -U.S.
                Federal income tax provision (benefit)
            
            
            (162,000
            )
            
            (632,000
            )Effect
                of research and development costs
            
            
            -
            
            
            -Tax
                benefit
            
            
            (162,000
            )
            
            (632,000
            )Valuation
                allowance
            
            
            162,000
            
            
            632,000$
            -
            
            $
            -




Deferred
      income taxes reflect the net tax effects of temporary differences between the
      carrying amounts of assets and liabilities for financial reporting purposes
      and
      the amounts used for income tax purposes. The tax effects of temporary
      differences that gave rise to significant portions of deferred tax assets and
      liabilities as of June 30, 2005 and 2004 are as follows:




2005
            
            2004Deferred
                tax assets:Research
                and development costs
            
            $
            288,000
            
            $
            288,000Net
                operating loss carry forward
            
            
            2,661,000
            
            
            2,499,000Total
                gross deferred tax assets
            
            
            2,949,000
            
            
            2,787,000Less
                valuation allowance
            
            
            (2,949,000
            )
            
            (2,787,000
            )Net
                deferred tax assets
            
            $
            -
            
            $
            -




As
      of
      June 30, 2005 ,
      the
      Company had net operating loss carry forwards of approximately $8,672,000,
      for
      U.S. Federal income tax purposes available to offset future taxable income
      expiring on various dates through 2023.




The
      valuation allowance as of June 30, 2005 and 2004 was $2,949,000 and $2,787,000,
      respectively. The net change in the valuation allowance during the year ended
      June 30, 2005 was an increase of $162,000.




**NOTE
      11 - SUBSEQUENT EVENTS**




Subsequent
      to June 30, 2005, the Company issued an additional $1,150,000 of the Company’s
      10% notes payable which mature on July 7, 2006.






Subsequent to June 30, 2005, the Company issued an aggregate of 2,005,000 of
      the
      common stock reflected as stock to be issued as of June 30, 2005 and issued
      an
      additional 375,000 shares for consulting services valued at $0.04 per
      share.




F-10


**Item
      8.** **Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**




Not
      applicable.




**Item
      8A. Controls and Procedures**




As
      of the
      end of the fiscal year ended June 30, 2005, our chief executive officer and
      acting chief financial officer evaluated the effectiveness of our disclosure
      controls and procedures. Based on their evaluation, the chief executive officer
      and the acting chief financial officer have concluded that our disclosure
      controls and procedures are effective in alerting them to material information
      that is required to be included in the reports that we file or submit under
      the
      Securities Exchange Act of 1934.




There
      has been no change in our internal control over financial reporting that
      occurred during our last fiscal quarter that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting.




**Item
      8b. Other Information**





Not
      applicable




**PART
      III**




**Item
      9.** **Directors,
      Executive Officers, Promoters and Control Persons.**





The
      following information reflects the background and experience of the directors
      and officers of the Company. The term of office for each director is one year.




**Name**
            **Age**
            **Position**
            **Served
                Since**Edward
                W. Savarese, Ph.D.
            58
            Chairman,
                Chief Executive Officer and Acting Chief Financial Officer
            InceptionEdward
                H. Currie, Ph.D.
            63
            Director
            June
                25, 1999Irwin
                Roth
            73
            Director
            January
                2, 2003Joseph
                Sigismonti
            64
            Director
                and President
            September
                1, 2002Gerry
                B. Berg
            58
            Director
            September
                1, 2002




*Dr. Edward
      W. Savarese* is the
      founder of Com-Guard and has been a director and Chairman of the Board of
      Directors since its inception. He held the position of Chief Executive Officer
      of Imaging Technologies Corporation (formerly Personal Computer
      Products, Inc.) from 1982 to 1998. From 1981 to 1982, he was director
      of
      sales for SofTech Microsystems. His responsibilities included establishing
      and
      supervising an international sales organization for marketing a microcomputer
      operating system. From 1978 to 1981, Dr. Savarese was employed by Hewlett
      Packard Company, first as a sales representative for computer products, and
      later as district sales manager supervising a sales force in the marketing
      of
      mini- and microcomputers. Dr. Savarese holds a Doctorate degree from
      Columbia University, Teacher's College, with specialization in educational
      technology and software and systems design. He also holds a Master of Science
      in
      administration and management from Pace University.




*Dr. Edward
      H. Currie* has been
      a director of Com-Guard since June 25, 1999. He has more than twenty
      years
      of senior management experience in domestic and international
      microcomputer-related software publishing and hardware manufacturing. Since
      1988, Dr. Currie has been president and chief executive officer of
      ImageSoft, Inc., an international software publisher. From 1981 to 1988,
      he
      was chairman, president, and chief executive officer of Lifeboat, a software
      publishing company. From 1978 to 1981, Dr. Currie served as vice president
      of product management for the Microsystems Division of Pertec Computer Corp.,
      a
      supplier of magnetic tape storage devices and microcomputer peripherals. From
      1975 to 1978, he was Executive Vice President and General Manager for MITS,
      the
      creator of the first microcomputer personal computer, which was subsequently
      acquired by Pertec. Dr. Currie is a co-founder of PC Magazine, the largest
      circulation magazine on the personal computer. He also is the founder of C++
      Journal and publisher of The PostScript Journal. He has published many articles,
      including technical articles in U.S. and international trade magazines. He
      holds
      BSEE, MS Physics, and Ph.D. Physics from the University of Miami.




*Irwin
      Roth* was
      appointed a director of Com-Guard on January 2, 2003. He is also currently
      the CEO and Chairman of V Entertainment, Ltd., On-line Entertainment
      Network, Inc. and GlobalNet Systems, Ltd. Mr. Roth has
      been a
      practicing attorney for over 40 years in New York City, where he
      specializes in securities and entertainment law. In past years, he has served
      as
      a director and officer of numerous companies and is presently Chairman and
      CEO
      of Color Q, Inc. Mr. Roth received a B.A. degree in Political
      Science
      in 1952 and a Juris Doctor degree in 1955 from the University of Michigan.




*Joseph
      Sigismonti* serves
      as a director and President and Chief Operating Officer for Com-Guard. He has
      been actively involved in the development, marketing, and sales of computer
      systems and related products for over 30 years. As an electronics engineer,
      sales representative, line manager, and corporate executive, he has a proven
      track record in such well-known companies as McDonnell Douglas, Hewlett Packard,
      Scientific Atlanta, and Perkin Elmer. Mr. Sigismonti has developed and
      directed large, high-technology marketing and sales forces worldwide. He has
      held positions as Vice President of sales and marketing; Vice President of
      worldwide sales; and Executive Vice President of operations in companies serving
      various high-technology markets. Additionally, he was a principal and founder
      of
      companies providing services in sales/marketing management training/consulting
      and import/export of electronic products. Mr. Sigismonti received his
      Bachelor of Science degree in electrical engineering from Pennsylvania State
      University.




*Gerry
      B. Berg* served
      as Vice President and Chief Financial Officer for Com-Guard from September
      1,
      2002 to June 30, 2004. Mr. Berg is an experienced financial manager.
      He has
      many years' experience serving as a financial consultant to private and public
      companies and in executive capacities, including chief financial officer, for
      publicly traded companies, including Imaging Technologies Corporation and
      Greenland Corporation. Mr. Berg is a non-practicing Certified Public
      Accountant and served six years with Deloitte & Touche. He holds a
      Bachelor's degree in accounting from Walsh College.




**Code
      of Ethics.**




The
      Company has adopted a code of ethics that applies to its principal executive
      officer, principal financial officer, principal accounting officer or
      controller, or persons performing similar functions.




10


**Audit
      Committee** .




Our board of directors has established an Audit Committee comprised of two
      directors, Irwin Roth and Edward Currie. The audit committee is primarily
      responsible for reviewing the services performed by our independent public
      accountants, evaluating our accounting policies and our system of internal
      controls, and reviewing significant finance transactions. The functions of
      the
      audit committee are focused on three areas: (1) the adequacy of our internal
      controls and financial reporting process and the reliability of our financial
      statements; (2) the independence and performance of our independent public
      accountants: and (3) our compliance with legal and regulatory requirements.




The
      audit
      committee's policy is to pre-approve all audit and permissible non-audit
      services provided by the independent auditors. These services may include audit
      services, audit-related services, tax services and other services. The
      independent auditors and management are required to periodically report to
      the
      audit committee regarding the extent of services provided by the independent
      auditors in accordance with this pre-approval, and the fees for the services
      performed to date. The audit committee may also pre-approve particular services
      on a case-by-case basis.




The
      audit
      committee meets with management periodically to consider the adequacy of our
      internal controls and the objectivity of its financial reporting. The audit
      committee discusses these matters with our independent public accountants.
      Meeting(s) are held with the independent public accountants who have
      unrestricted access to the audit committee. The audit committee also appoints
      and engages the independent public accountants and reviews periodically their
      performance and independence from management. In addition, the audit committee
      reviews our financing plans and reports recommendations to the full board of
      directors for approval and to authorize action.




Management
      has primary responsibility for our financial statements and the overall
      reporting process, including our system of internal controls. The independent
      public accountants audit the annual financial statements prepared by management,
      express an opinion as to whether those financial statements present fairly
      our
      financial position, results of operations and cash flows in conformity with
      generally accepted accounting principles and discusses with the audit committee
      any issues they believe should be raised with the audit committee.




The
      audit
      committee reviews our audited financial statements and meets with both
      management and, our independent public accountants, to discuss such audited
      financial statements, and financial statements included in quarterly reports
      on
      Form 10-QSB. Management represents to the audit committee that the financial
      statements are prepared in accordance with generally accepted accounting
      principles. The audit committee receives from and discusses with the written
      disclosure and the letter required by Independence Standards Board Standard
      No.
      1 (Independence Discussions with Audit Committees), which relates to the
      auditors independence.




Mr.
      Berg
      serves as an advisor to the Audit Committee and is its financial expert;
      however, since until June 30, 2004 he served as our chief financial officer
      and
      secretary, he is not considered independent. Mr. Roth and Dr. Currie are deemed
      to be independent.




**Compliance
      With Section 16(a) of the Securities Exchange Act of 1934**




Section
      16(a) of the Exchange Act requires executive officers and directors who
      beneficially own more than ten percent (10%) of the Company's common stock
      to
      file initial reports of ownership and reports of changes of ownership with
      the
      SEC. Executive officers, directors and greater than ten percent (10%) beneficial
      owners are required by SEC regulations to furnish the Company with copies of
      all
      Section 16(a) forms they file.





Based
      solely on a review of Section 16(a) forms, the Company believes that the
      following persons have currently filed the necessary Forms 3, 4 and/or 5: Drs.
      Savarese and Currie
      and Messrs. Roth, Sigismonti and
      Berg.




**Item
      10. Executive Compensation.**




The
      compensation disclosed herein represents all compensation awarded to, earned
      by
      or paid to Com-Guard's named executive officers as
      of
      June 30, 2005 and 2004. As
      of
      June 30, 2005 no officer of the Company has an employment agreement with the
      Company.




**Annual
                Compensation Awards**
            **Long-Term
                Compensation Payouts****Name
                and Principal Position (a)**
            **Year****(1)**
              **(b)**
            **Salary**
              **(c)**
            **Bonus**
              **(d)**
            **Other**
              **Annual**
              **Compen-**
              **sation**
              **($)****(e)**
            **Restricted**
              **Stock**
              **Award(s)**
              **($)****(f)**
            **Securities**
              **Underlying**
              **Options/SARs**
              **(#)****(g)**
            **LTIP**
              **Payouts**
              **($)****(h)**
            **All
                Other****(2)****Compen-**
              **sation**
              **($)****(i)****Edward
                W. Savarese**
              Chief
                Executive Officer
            2003
              2004
              2005
            180,000
              180,000
              180,000
            -
              -
              -
            -
              -
              -
            -
              -
              -
            -
              720,000
              1,110,000
            -
              -
              -
            -
              -
              -**Joseph
                Sigismonti**
              President
                and Chief Operating Officer
            2003
              2004
              2005
            -
              168,000
              168,000
            -
              -
              -
            -
              -
              -
            -
              -
              -
            -
              -
              860,000
            -
              -
              -
            75,000
              75,000
              75,000**Gerry
                B. Berg****(3)**
              Vice-President
            2003
              2003
              2005
            -
              156,000
              -
            -
              -
              -
            -
              -
              -
            -
              -
              -
            -
              -
              -
            -
              -
              -
            56,000
              49,000
              -




(1) 
       Fiscal Year Ended June 30 th .


(2) 
       Accrued consulting fees prior to the individual becoming an employee
      of
      the Company.


(3)
      Mr.
      Berg was no longer an officer of the Company during fiscal 2005.





The
      following table provides the specified information concerning grants of options
      to purchase Common Stock during the fiscal year ended June 30 2005 to the
      executive officers named in the Summary Compensation Table.




**Individual
                Grants in 2005**
            **Potential
                Realizable Value at Assumed Annual Rates of Appreciation
                for**
              
              
              **Option
                Term (3)****Name**
            **Options
                Granted (Number of****Shares)
                (1)**
            **%
                of Total Options Granted to Employees in****2004**
            **Exercise
                or Base Price****($/Share)(2****)**
            **Expiration
                Date**
            **5%**
            **10%**Edward
                W. Savarese
            1,100,000
            32.2%
            $0.05
            January
                1, 2015
            $90,000
            $144,000Joseph
                Sigismonti
            680,000
            24.9%
            $0.05
            January
                1, 2015
            $70,000
            $112,000




(1)
            On
                January 1, 2005, Dr. Savarese and Mr.Sigismontiwere
                granted options to purchase shares of the Company’s common
                stock.
                For Dr. Savarese 220,000 sharessubject
                to the optionsvested
                on January 1, 2005, 10,000 options vest in twenty-four equal monthly
                installments beginning one month after date of grant and 25,000 options
                vest in twenty-six equal monthly installments beginning one month
                after
                date of grant.ForMr.Sigismonti
                220,000 sharessubject
                to the optionsvested
                on January 1, 2005, 10,000 options vest in twenty-four equal monthly
                installments beginning one month after date of grant and 15,000 options
                vest in twenty-six equal monthly installments beginning one month
                after
                date of grant.




(2)
            Options
                granted at market value on the date of
                grant.




(3)
            Potential
                realizable value represents hypothetical gains that could be achieved
                for
                the options if exercised at the end of the option terms assuming
                that the
                Common Stock appreciates at the annual rate shown, compounded annually,
                from the date of grant until the expiration of the option term. The
                assumed 5% and 10% rates of stock price appreciation are provided
                in
                accordance with rules of the SEC and do not represent an estimate
                or
                projection of the future price of the Common Stock. Actual gains,
                if any,
                on stock option exercises will depend on the future performance of
                the
                Common Stock.




**Option/SAR
                Values**





**Name**
            **Shares
                Acquired on****Exercise**
            **Value**
              **Realized**
            **Number
                of Securities Underlying Unexercised Options/SARs**
              **at
                FY-End**
            **Value
                of Unexercised In-the-Money Options/SARs**
              **at
                FY-End**None





11


**Item
      11. Security Ownership of Certain Beneficial Owners and Management.**




The
      following table sets forth information as of the date of this prospectus,
      regarding the beneficial ownership of Com-Guard's common stock by (i) each
      person who is known to Com-Guard to own beneficially more than five percent
      (5%)
      of the outstanding shares of the common stock of Com-Guard, (ii) each
      director, (iii) each named executive officer, and (iv) all officers
      and directors as a group.





**Name
                of Beneficial Owner**
            **No.
                Shares**
            **%
                of Class (A)**1.
            Edward
                W. Savarese (1)
              2075
                Corte del Nogal
              Carlsbad,
                CA 92009
            4,148,333
            5.8%2.
            Edward
                H. Currie (2)
              657
                158th Street
              Whitestone,
                NY 11357
            625,000
            0.9%3.
            Irwin
                Roth (3)
              2075
                Corte del Nogal
              Carlsbad,
                CA 92009
            600,000
            0.8%4.
            Joseph
                Sigismonti (4)
              21132
                Calle Ocaso
              Lake
                Forest, CA 92630
            2,417,763
            3.4%5.
            Gerry
                B. Berg (5)
              2075
                Corte del Nogal
              Carlsbad,
                CA 92009
            1,470,762
            2.0%8.
            All
                Officers and Directors as a Group
            9,261,858
            12.9%




(A) Percentage
      of
      ownership is based on 71,979,236 shares of Common Stock outstanding on June
      30,
      2005. Shares of Common Stock subject to stock options, warrants and convertible
      securities which are currently exercisable or convertible or will become
      exercisable or convertible within 60 days after June 30, 2005 are deemed
      outstanding for computing the percentage of the person or group holding such
      options, warrants or convertible securities but are not deemed outstanding
      for
      computing the percentage of any other person or group.





(1)
            Includes
                1,135,000 shares issuable upon exercise of stock options that are
                currently exercisable or will become exercisable within 60 days after
                June
                30, 2005.


(2)
            Includes
                550,000 shares issuable upon exercise of stock options that are currently
                exercisable or will become exercisable within 60 days after June
                30,
                2005.


(3)
            Includes
                550,000 shares issuable upon exercise of stock options that are currently
                exercisable or will become exercisable within 60 days after June
                30,
                2005.


(4)
            Includes
                1,013,000 shares issuable upon exercise of stock options that are
                currently exercisable or will become exercisable within 60 days after
                June
                30, 2005.


(5)
            Includes
                742,000 shares issuable upon exercise of stock options that are currently
                exercisable or will become exercisable within 60 days after June
                30,
                2005.




**Item
      12. Certain Relationships and Related Transactions.**




None




**Item
      13. Exhibits and Reports on** **Form
      8-K** **.**




**Exhibits** .




(3a)
            Articles
                and Bylaws of the Company incorporated by reference to Exhibits 2
                and 2.3
                of Form 10-SB/A1 dated April 11,
                2000.




(3b)
            Certificate
                of Amendment of Articles of Incorporation of e-World Security, Inc.
                incorporated by reference to Exhibit 2.1 of Form 10-SB/A1 dated April
                11,
                2000.




(10a)
            Technology
                Purchase Agreement incorporated by reference to Exhibit 6.1 of Form
                10-SB/A1 dated April 11, 2000.




(10b)
            Consulting
                Agreement incorporated by reference to Exhibit 6.2 of Form 10-SB/A1
                dated
                April 11, 2000.




(10c)
            Consulting
                Agreement between the Company and Edward Savarese, dated October
                1, 2000,
                effective July 1, 1999 incorporated by reference to Form 10-K dated
                January 30, 2001 and March 30, 2001 (for subsequent
                events).




(10d)
            Consulting
                Agreement between the Company and Edward Currie, dated March 13,
                2001,
                effective July 1, 1999 incorporated by reference to Form 10-K dated
                January 30, 2001 and March 30, 2001 (for subsequent
                events).




(10e)
            Consulting
                Agreement between the Company and Joseph Sigismonti, October 1, 2000,
                effective July 1, 1999 incorporated by reference to Form 10-K dated
                January 30, 2001 and March 30, 2001 (for subsequent
                events).




(10f)
            Share
                Purchase Agreement between the Company and Guardtec, Inc., dated
                December
                19, 2000 incorporated by reference to Form 10-K dated January 30,
                2001 and
                March 30, 2001 (for subsequent
                events).




(10g)
            Technology
                License Agreement between the Company and Guardtec, Inc., dated December
                25, 2000 incorporated by reference to Form 10-K dated January 30,
                2001 and
                March 30, 2001 (for subsequent
                events).




(10h)       Manufacturer Licensee Program
      Agreement
      between the Company and South Coast Distribution Limited and Distributec Limited
      dated May 28, 2003 incorporated by reference to Form SB-2 dated August 8,
      2003.




(10i)        License Agreement
      between the
      Company and F4i ICA Limited dated August 5, 2003




(10j)       Transaction Agreements
      between PC
      Products, Inc. and Wintergreen Systems dated March 23, 2005.




(10k)       Security Agreement between
      PC
      Products, Inc. and Wintergreen Systems dated May 18, 2005.




(10l)      Agreement between 26 Zone, Inc.
      and PC
      Products, Inc. dated April 20, 2005.




12


**Item
      14. Exhibits and Reports on** **Principal** **Accountant Fees and Services.**




Set
      forth
      below are aggregate fees for professional services rendered for the Company
      by
      Weinberg & Company, P.A., for the fiscal years ended June 30, 2005 and 2004.
      The aggregate fees included in the Audit category are fees billed for the fiscal
      years for the audit of the Company’s annual financial statements and review of
      financial statements and statutory and regulatory filings or engagements.





**Fiscal
                Year Ended**
              **June
                30, 2005**
            
            **Fiscal
                Year Ended**
              **June
                30, 2004**Audit
                Fees
            $
            $63,000
            $
            $60,000Audit-Related
                Fees
            
            -
            
            -Tax
                Fees
            
            -
            
            -All
                Other Fees
            
            -
            
            -***Total***
            $
            $63,000
            $
            60,000





There
      were no Tax Fees or fees that were classified as All Other Fees as of the fiscal
      year ended June 30, 2005 and 2004.







13


**Signatures**




In
      accordance with the requirements of the Securities Act of 1933, the registrant
      certifies that it has reasonable grounds to believe that it meets all of the
      requirements for filing on Form 10-KSB and authorized this statement to be
      signed on its behalf by the undersigned, in the city of Carlsbad, State of
      California, on October 13, 2004.





COM-GUARD.COM, INC.BY:EDWARD
                W. SAVARESE
              *Chief
                Executive Officer and Acting Chief Financial
                Officer*





Pursuant
      to the requirements of the Securities Exchange Act of 1934, Annual Report on
      Form 10-KSB has been signed below by the following persons in the capacities
      and
      on the dates indicated.





EDWARD
                W. SAVARESE
            Chairman
                of the Board, Chief Executive Officer and Acting Chief Financial
                Officer
                (Principal Financial and Accounting Officer)
            October
                13, 2005JOSEPH
                SIGISMONTI
            President
                and Chief Operating Officer
            October
                13, 2005GERRY
                B. BERG
            Director
            October
                13, 2005EDWARD
                H. CURRIE
            Director
            October
                13, 2005IRWIN
                ROTH
            Director
            October
                13, 2005





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