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

                                   Form 10-QSB

                 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                         OF THE SECURITIES EXCHANGE ACT

                For the quarterly period ended September 30, 2000

                [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT

                For the transition period from ______ to _______

                         Commission File Number 0-28490

                          GUARDIAN INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)

                               Florida 58-1799634

   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)

          3880 N. 28 Terrace                        (954) 926-5200
       Hollywood, Florida 33020               (Issuer's telephone number)
(Address of principal executive offices)


         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") 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  X  No ____

         As of November 14, 2000, there were 8,096,441 shares of Class A Voting
Common Stock, par value $.001 per share ("Class A Common Stock"), and 634,035
shares of Class B Nonvoting Common Stock, par value $.001 per share, immediately
convertible into shares of Class A Common Stock on a one for one basis, of the
issuer outstanding.

           Transitional Small Business Disclosure Format (Check one):

                          YES ____       NO   X

<PAGE>

                          GUARDIAN INTERNATIONAL, INC.

                                Table of Contents

                                                                        Page No.
                                                                        --------
PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

        Consolidated Balance Sheets as of September 30, 2000 and
             December 31, 1999                                             1

        Consolidated Statements of Operations for the Three and Nine
             Months Ended September 30, 2000 and 1999                      2

        Consolidated Statement of Changes in Shareholders' Equity
             for the Nine Months Ended September 30, 2000                  3

        Consolidated Statements of Cash Flows for the Nine Months
             Ended September 30, 2000 and 1999                             4

        Notes to Consolidated Financial Statements                         5

Item 2. Management's Discussion and Analysis                               9

PART II OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                  17

<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                          GUARDIAN INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                               September 30,     December 31,
                                                                                   2000              1999
                                                                               -------------     ------------
                                                                                (Unaudited)
<S>                                                                            <C>               <C>
ASSETS
Current assets
       Cash                                                                    $    249,408      $    578,034
       Accounts receivable, net of allowance for doubtful accounts
             of $526,199 and $549,356, respectively                               2,238,012         2,896,317
       Current portion of notes receivable                                           60,990            73,564
       Inventory                                                                    803,236           458,385
       Other                                                                        115,276           237,697
                                                                               ------------      ------------
             Total current assets                                                 3,466,922         4,243,997

Property and equipment, net                                                       4,811,968         4,101,810
Customer accounts, net                                                           27,021,834        30,230,816
Goodwill and other intangible assets, net                                         1,722,186         1,789,014
Notes receivable, less current portion                                               46,303            51,683
Deposits and other assets                                                           108,860            90,273
                                                                               ------------      ------------
       Total assets                                                            $ 37,178,073      $ 40,507,593
                                                                               ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
       Accounts payable and accrued expenses                                   $  3,757,826      $  3,632,094
       Current portion of unearned revenue                                        2,669,927         3,230,957
       Current portion of debt                                                      453,056           807,421
                                                                               ------------      ------------
             Total current liabilities                                            7,670,472         6,880,809

Unearned revenue, less current portion                                            1,605,612         1,656,852
Long term obligations, less current portion                                      11,106,991        10,608,280
                                                                               ------------      ------------
       Total liabilities                                                         19,593,412        19,935,604

Redeemable preferred stock, 16,397 shares issued and outstanding                 16,397,000        16,397,000

Shareholders' equity:
       Preferred stock, $.001 par value, 30,000,000 shares authorized                    11                10
             Series D preferred stock, 10,725 and 10,120 shares issued
             and outstanding, at September 30, 2000 and December 31, 1999,
             respectively
       Class A voting common stock, $.001 par value, 100,000,000 shares               8,097             8,385
             authorized, 8,096,441 and 8,384,441 shares issued and
             and outstanding, at September 30, 2000 and December 31, 1999,
             respectively
       Class B non-voting common stock, $.001 par value, 1,000,000 shares               634               634
             authorized, 634,035 shares issued and outstanding
       Additional paid-in capital                                                20,087,115        19,516,784
       Accumulated deficit                                                      (18,908,196)      (15,350,824)
                                                                               ------------      ------------
          Total shareholders' equity                                              4,174,986         1,187,661
                                                                               ------------      ------------
          Total liabilities and shareholders' equity                           $ 37,178,073      $ 40,507,593
                                                                               ============      ============
</TABLE>

        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                       1

<PAGE>

                          GUARDIAN INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                               For the Three Months Ended          For the Nine Months Ended
                                                      September 30,                       September 30,
                                             ------------------------------      ------------------------------
                                                 2000              1999              2000              1999
                                             ------------      ------------      ------------      ------------
<S>                                          <C>               <C>               <C>               <C>
Revenue
     Monitoring                              $  3,227,456      $  2,919,553      $  9,518,266      $  8,555,627
     Installation and service                   1,844,095         1,688,006         5,468,982         4,929,588
                                             ------------      ------------      ------------      ------------
        Total revenues                          5,071,551         4,607,559        14,987,248        13,485,215
                                             ------------      ------------      ------------      ------------
Operating costs
     Monitoring                                   499,354           547,705         1,499,841         1,579,633
     Installations and service                  1,590,503         1,375,242         4,545,693         3,891,467
     Selling, general and administrative        1,814,776         1,790,815         5,478,871         5,347,427
     Amortization of customer accounts          1,266,229         1,269,733         3,729,550         3,685,038
     Depreciation and amortization                278,501           208,978           820,934           580,722
                                             ------------      ------------      ------------      ------------
        Total operating expenses                5,449,363         5,192,473        16,074,889        15,084,287
                                             ------------      ------------      ------------      ------------
        Operating loss                           (377,812)         (584,914)       (1,087,641)       (1,599,072)

Interest and other                                344,384           224,595           942,686           740,811
                                             ------------      ------------      ------------      ------------
        Net loss                                 (722,196)         (809,509)       (2,030,327)       (2,339,883)

Preferred stock dividends                         449,546           444,118         1,349,769         1,320,527
                                             ------------      ------------      ------------      ------------
     Net loss applicable to common stock     $ (1,171,742)     $ (1,253,627)     $ (3,380,096)     $ (3,660,410)
                                             ============      ============      ============      ============
Loss per common share                        $      (0.13)     $      (0.14)     $      (0.38)     $      (0.40)
                                             ============      ============      ============      ============
Weighted average shares outstanding             8,730,476         9,136,588         8,876,578         9,189,421
                                             ============      ============      ============      ============
</TABLE>

        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                       2

<PAGE>

                          GUARDIAN INTERNATIONAL, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Series D                 Common Stock             Common Stock
                                                    Preferred Stock               Class A                  Class B
                                                    Shares     Amount       Shares        Amount      Shares     Amount
                                                 ----------------------------------------------------------------------
<S>                                                 <C>           <C>       <C>          <C>         <C>        <C>
Balance, December 31, 1999                          10,120        $ 10      8,384,441    $  8,385    634,035    $ 634

    Equity issuance costs
    Series C Preferred Dividends
    Series D Preferred Dividends                       605           1
    Purchase and retirement of treasury shares                              (288,000)        (288)
    Net loss
                                                 ----------------------------------------------------------------------
Balance, September 30, 2000                         10,725        $ 11     8,096,441     $  8,097    634,035    $ 634
                                                 ======================================================================

<CAPTION>
                                                    Additional
                                                     Paid-in         Accumulated
                                                     Capital           Deficit            Total
                                                 -------------------------------------------------
<S>                                              <C>              <C>                 <C>
Balance, December 31, 1999                       $ 19,516,784     $ (15,350,824)      $ 4,174,989

    Equity issuance costs                              (6,590)                             (6,590)
    Series C Preferred Dividends                                       (860,844)         (860,844)
    Series D Preferred Dividends                      605,433          (488,925)          116,509
    Purchase and retirement of treasury shares        (28,512)         (177,276)         (206,076)
    Net loss                                                         (2,030,327)       (2,030,327)
                                                 -------------------------------------------------
Balance, September 30, 2000                      $ 20,087,115     $ (18,908,196)      $ 1,187,661
                                                 =================================================
</TABLE>

        The accompanying notes are an integral part of this consolidated
                              financial statement.

                                       3

<PAGE>

                          GUARDIAN INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              For the Nine Months  For the Nine Months
                                                              Ended September 30,  Ended September 30,
                                                                      2000                 1999
                                                                    -----------      -----------
<S>                                                                 <C>              <C>
Cash Flows from Operating Activities:
     Net Loss                                                       $(2,030,327)     $(2,339,883)
     Adjustments to reconcile net loss to net cash
     provided by / (used in) operating activities:
            Depreciation and amortization                               820,934          580,722
            Amortization of customer accounts                         3,729,550        3,685,038
            Amortization of capitalized installation costs              945,103          730,207
            Amortization of deferred financing costs                     72,308          133,177
            Provision for doubtful accounts                             430,034          396,550
        Changes in assets and liabilities:
            Accounts receivable                                         259,271         (613,044)
            Deposits and other assets                                  (407,593)        (220,416)
            Accounts payable and accrued liabilities                    242,241          237,942
            Unearned revenue                                           (612,270)         604,084
                                                                    -----------      -----------
            Net cash provided by operating activities                 3,449,251        3,194,377
                                                                    -----------      -----------
Cash Flows from Investing Activities:
     Purchase of fixed assets                                          (495,295)        (316,856)
     Purchase of customer premise equipment                            (887,747)      (1,196,267)
     Purchase and placement of customer accounts                     (1,465,671)      (2,310,458)
                                                                    -----------      -----------
            Net cash used in investing activities                    (2,848,713)      (3,823,581)
                                                                    -----------      -----------
Cash Flows from Financing Activities:
     Payments on debt obligations                                    (2,517,434)        (514,471)
     Proceeds from line of credit                                     2,661,780        1,627,694
     Equity issuance costs                                               (6,590)          (3,139)
     Acquisition of treasury shares                                    (206,076)         (94,424)
     Payment of cash dividends                                         (860,844)        (800,265)
                                                                    -----------      -----------
            Net cash (used in) provided by financing activities        (929,164)         215,395
                                                                    -----------      -----------
            Net decrease in cash and cash equivalents                  (328,626)        (413,809)

Cash and cash equivalents, beginning of period                          578,034          865,857
                                                                    -----------      -----------
Cash and cash equivalents, end of period                            $   249,408      $   452,048
                                                                    ===========      ===========
Supplemental disclosure:
     Interest Paid                                                  $ 1,021,181      $   595,823

Non cash investing and financing activities:
     Contract holdbacks applied against accounts written off             11,917           21,104
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements.

                                       4
<PAGE>

                          GUARDIAN INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

1.       ACCOUNTING POLICIES

         Basis of Presentation
         The accompanying unaudited consolidated financial statements of
         Guardian International, Inc. ("the Company") have been prepared
         pursuant to the rules and regulations of the Securities and Exchange
         Commission. In the opinion of management, the accompanying unaudited
         consolidated financial statements contain adjustments (consisting only
         of normal and recurring adjustments) necessary to present fairly the
         Company's financial position and the results of operations for the
         periods presented and the disclosures herein are adequate to make the
         information presented not misleading. Operating results for interim
         periods are not necessarily indicative of the results that can be
         expected for a full year. These interim financial statements should be
         read in conjunction with the Company's audited consolidated financial
         statements and notes thereto for the year ended December 31, 1999,
         included in the Company's Annual Report on Form 10-KSB.

         Revenue Recognition
         Installation Revenue. In 1998, as a result of the acquisition of Mutual
         Central Alarm Services, Inc. ("Mutual"), the Company adopted a new
         accounting policy related to installation activity due to the nature of
         the high-end commercial installations performed by Mutual. The Company
         defers the excess of installation revenue over estimated direct selling
         costs and amortizes such difference over the initial term of the
         non-cancelable customer monitoring/service contract (generally over
         five years). Costs attributed to providing the installations, which
         include direct labor, direct materials and direct overhead, are
         capitalized and amortized over a five-year period. All other costs
         associated with the installation are charged to income in the period
         when the installation occurs.

         Monitoring/Service Revenue. Customers are billed for monitoring and
         maintenance services primarily on a monthly or quarterly basis in
         advance of the period in which such services are provided. Unearned
         revenues result from billings in advance of performance of services.
         Contracts for monitoring services are generally for an initial
         non-cancelable term of three to five years with automatic renewal on an
         annual basis thereafter, unless terminated by either party. A
         substantial number of contracts are on an automatic renewal basis.

         Reclassification
         Certain 1999 amounts in the consolidated financial statements have been
         reclassified to conform to the 2000 presentation.

2.       PROPERTY AND EQUIPMENT, NET

         During the nine months ended September 30, 2000, the Company expended
         approximately $1,383,000 for the purchase of fixed assets, including
         subscriber premises equipment approximating $888,000.

                                       5
<PAGE>

3.       CUSTOMER ACCOUNTS, NET

         The following is an analysis of the changes in acquired customer
         accounts:

<TABLE>
<CAPTION>
                                                                         Nine Months Ended          Year Ended
                                                                        September 30, 2000       December 31, 1999
                                                                        ------------------       -----------------
<S>                                                                       <C>                      <C>
     Balance, beginning of period                                         $  30,230,816            $  31,552,324
           Purchase of customer accounts from dealers                           291,368                2,819,205
           Internally generated accounts                                      1,186,220                1,774,330
           Charges against contract holdbacks                                   (11,917)                 (25,076)
           Amortization of capitalized installation costs                      (945,103)              (1,016,836)
           Amortization of customer accounts                                 (3,729,550)              (4,873,131)
                                                                          -------------            -------------
     Balance, end of period                                               $  27,021,834            $  30,230,816
                                                                          =============            =============
</TABLE>

         In conjunction with certain purchases of customer contracts and
         accounts, the Company withholds a portion of the price as a credit to
         offset qualifying attrition of the acquired customer accounts and for
         purchase price settlements of assets acquired and liabilities assumed.
         The Company had a total balance withheld of $313,081 and $297,881 at
         September 30, 2000 and December 31, 1999, respectively, as contract
         holdbacks in connection with the acquisition of customer accounts which
         are included in accounts payable and accrued expenses in the
         accompanying consolidated balance sheets.

4.       GOODWILL AND OTHER INTANGIBLE ASSETS

         Goodwill and other intangible assets, net, consist of the following:

<TABLE>
<CAPTION>
                                               Amortization      September 30,     December 31,
                                                  Period              2000             1999
                                               -------------     -------------     -------------
<S>                                             <C>                <C>               <C>
     At Cost
           Goodwill                                 10 years       $1,943,211        $1,943,211
           Deferred financing costs              2 - 3 years          992,528           812,667
           Covenant not to compete and other    5 - 10 years          416,233           442,569
                                                                   ----------        ----------
                                                                    3,351,972         3,198,447
           Accumulated amortization                                (1,629,786)       (1,409,433)
                                                                   ----------        ----------
                                                                   $1,722,186        $1,789,014
                                                                   ==========        ==========
</TABLE>

5.       ACCOUNTS PAYABLE AND ACCRUED EXPENSES

         Accounts payable and accrued expenses consist of the following:
<TABLE>
<CAPTION>

                                             September 30,   December 31,
                                                  2000            1999
                                             -------------   ------------
<S>                                            <C>            <C>
     Trade accounts payable                    $ 980,539      $  578,660
     Contracts holdbacks                         313,081         297,881
     Preferred dividends payable                 775,872         892,380
     Accrued expenses                          1,688,334       1,863,173
                                             -------------   ------------
                                              $3,757,826      $3,632,094
                                             =============   ============
</TABLE>

                                       6
<PAGE>

6.       LONG TERM OBLIGATIONS

         Long term obligations consist of the following:
<TABLE>
<CAPTION>

                                                   September 30,   December 31,
                                                       2000            1999
                                                   -------------   ------------
<S>                                                 <C>             <C>
     Credit facility with financial institution     $10,843,348     $10,338,757
     Capital lease obligations                          355,859         374,027
     Equipment notes payable and other                  360,840         702,917
                                                   -------------   ------------
                                                    $11,560,047     $11,415,701
     Less : current portion                            (453,056)       (807,421)
                                                   -------------   ------------
                                                    $11,106,991    $ 10,608,280
                                                   =============   ============
</TABLE>

         Under the Renewed Credit Facility, borrowings bear interest at floating
         rates, either at Prime plus 1 3/4% or, at the Company's election, LIBOR
         plus 3 1/2%. At September 30, 2000, the debt was bearing interest at
         varying rates.

         In June 2000, the Renewed Credit Facility was amended to extend the
         expiration date to June 30, 2002 from May 31, 2001, for which the
         Company paid a renewal fee of $150,000. Availability under the Renewed
         Credit Facility is subject to certain "Borrowing Base" limitations (as
         defined in the Renewed Credit Facility). In connection with the June
         2000 amendment of the Renewed Credit Facility, the "Borrowing Base"
         limitation relating to earnings before interest, taxes, depreciation,
         and amortization ("EBITDA") was increased to 4.0 times EBITDA from 3.5
         times EBITDA. The Renewed Credit Facility includes customary covenants,
         including, but not limited to, restrictions related to the incurrence
         of other debt, the encumbrance or sale of the Company's assets and the
         payment of dividends or making of other distributions to the Company's
         shareholders and other financial performance covenants. The Company
         believes it was in compliance with all such covenants as of September
         30, 2000. At September 30, 2000, $7.6 million was available under the
         Renewed Credit Facility.

7.       RECENT PRONOUNCEMENTS

         The SEC staff has recently issued Staff Accounting Bulletin No. 101
         Revenue Recognition (SAB 101), which further clarifies existing
         accounting literature on the timing and substance of recognizing an
         organization's revenues. SAB 101 is required to be adopted by
         registrants no later than the fourth quarter of 2000. Management
         believes that, based on its understanding of the SEC staff's current
         interpretation of SAB 101, the adoption of the pronouncement will
         have an impact on its financial statements and is still assessing the
         dollar amount of such impact.

8.       SUBSEQUENT EVENTS

         Basis of Presentation

         During October 2000, the Company reached a settlement agreement related
         to its August 13, 1998 acquisition of Stat-Land Burglar Alarm Systems &
         Devices, Inc. ("Stat-Land"). The purchase agreement in that transaction
         contains a provision for a working capital payment to be made
         subsequent to the acquisition. Calculation of such provision had been
         disputed by the parties, prior to the settlement agreement. Under the
         settlement agreement, Guardian's payment of $100,000 to the former
         owners of Stat-Land will be recorded as additional purchase price
         consideration in the fourth quarter financial statements.

                                       7
<PAGE>

         Series D Preferred Stock

         During November 2000, the Company has amended the terms of its Series D
         Preferred Stock to eliminate redemption feature that occurred upon a
         change of control, as defined. That feature was replaced with a
         provision that allows for redemption by the holder of the Series D
         Preferred Stock in the event that certain significant shareholders
         dispose of their holdings. However, those significant shareholders must
         seek the approval of the an Independent Board committee prior to
         disposing of their shares. These changes were effected to more clearly
         reflect the intentions of the parties at the time of the issuance of
         the Series D Preferred Stock.

                                       8
<PAGE>

Item 2.  Management's Discussion and Analysis

Introductory Note

FORWARD-LOOKING STATEMENTS.

         In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby providing cautionary
statements identifying important factors that could cause the Company's actual
results to differ materially from those projected in forward-looking statements
made herein. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, identified through the use of words or
phrases such as the Company or management "believes," "expects," "anticipates,"
"hopes," words or phrases such as "will result," "are expected to," "will
continue," "is anticipated," "estimated," "projection" and "outlook," and words
of similar import) are not historical facts and may be forward-looking. Such
forward-looking statements involve risks and uncertainties, and, accordingly,
actual results could differ materially from those expressed in the
forward-looking statements. Such forward-looking statements involve estimates,
assumptions, and uncertainties, and, accordingly, actual results could differ
materially from those expressed in the forward-looking statements. Such
uncertainties include, among others, the following: (i) the ability of the
Company to add additional customer accounts to its account base through
acquisitions from third parties, through internal sales efforts and through
strategic alliances; (ii) the level of subscriber attrition; (iii) the
availability of capital to the Company relative to certain larger companies in
the security alarm industry which have significantly greater capital and
resources; (iv) increased false alarm fines and/or the possibility of reduced
public response to alarm signals; (v) changes in local, state and federal
regulations; (vi) availability of qualified personnel; (vii) competitive factors
in the industry, including additional competition from existing competitors or
future entrants to the industry; (viii) social and economic conditions; (ix)
natural disasters; and (x) other risk factors described in the Company's reports
filed with the SEC from time to time.

         Any forward-looking statement speaks only as of the date on which such
statement is made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time and it is not
possible for management to predict all of such factors, nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

Overview

         The majority of the Company's revenue is derived from recurring
payments for the monitoring and maintenance of security and fire systems,
pursuant to contracts with initial terms typically ranging from three to five
years. The remainder of the Company's revenue is derived from the sale and
installation of security and fire systems and the servicing and upgrades of such
installed systems. Monitoring and service revenues are recognized as the service
is provided. On installations for which the Company retains title to the
electronic security systems, the excess of installation revenue over estimated
selling costs is amortized over the initial term of the related
service/monitoring contract (generally five years). All other installation
revenues are recognized in the period in which installation occurs. All direct
installation costs, which include materials, labor and installation overhead are
capitalized and amortized over a five year period. When the Company maintains
ownership of the equipment, the costs of such equipment are capitalized to
property and equipment and amortized over seven years.

                                        9
<PAGE>

         The Company has never had any net income and has a history of
consistent and sometimes significant net losses. The Company has two core
strategies: (1) generating monitoring contracts through its own sales and
installation efforts and (2) acquiring alarm monitoring contracts. The Company
is exploring a third core strategy of direct investments in companies offering
related and unrelated technology and services. The first core strategy requires
a cost infrastructure that results in lower operating margins than are
achievable by companies that only acquire and service alarm monitoring
contracts. In order to pursue the second core strategy of acquiring alarm
monitoring contracts, the Company has chosen to issue yield-bearing instruments
(such as senior debt or preferred stock). The Company's present amortization
policy for those acquired contracts results in significant amortization costs.
The issuance of yield-bearing instruments results in related interest and
dividend expense. The Company believes that these strategies, which emphasize
creating long-term value over short-term net income, will result in the
Company's recording of net losses until such time as (i) the Company's cash flow
from its increased customer base allows it to reduce significantly its
indebtedness and related interest costs; and (ii) the Company's amortization
expense, through the passage of time and recognition of account losses, is
reduced.

         Alarm monitoring revenues generate favorable gross margins.
Historically, installation and service activity generated unfavorable gross
margins because such activity was necessary for the generation and retention of
residential and mid-market commercial alarm monitoring customers. With the
February 1998 acquisition of Mutual Central Alarm Services, Inc. ("Mutual"), a
New York City-based provider to high-end commercial customers, however,
approximately 40% of the Company's installation activity now generates favorable
gross margins because competition in the high-end commercial market is based
less on price and more on the ability of competitors to design, deliver and
maintain sophisticated security systems.

         The Company's objective is to provide residential and commercial
security services to an increasing number of subscribers. The Company's growth
strategy is to enhance its position in the security alarm monitoring industry in
Florida and in the Metropolitan New York City area by increasing the number and
density of subscribers for whom it provides services. The Company is pursuing
this strategy through a growth plan involving incorporating acquisitions of
portfolios of subscriber accounts in existing and contiguous markets and growth
in the Company's existing markets through referrals and traditional local
marketing. The Company believes that increasing the number and density of its
subscribers will help it to achieve economies of scale and enhance its results
of operations. The Company also regularly reviews opportunities for expanding
its operations into other large metropolitan markets.

Key Operating Measures

         The Company believes that EBITDA, MRR, and MRR attrition are key
measurements of performance in the security monitoring industry.

         EBITDA. Earnings before interest, taxes, depreciation and amortization
("EBITDA") does not represent cash flow from operations as defined by generally
accepted accounting principles, should not be construed as an alternative to
operating income and is indicative neither of operating performance nor of cash
flows available to fund the cash needs of the Company. Items excluded from
EBITDA are significant components in understanding and assessing the financial
performance of the Company. The Company believes presentation of EBITDA enhances
an understanding of financial condition, results of operations and cash flows
because EBITDA is used by the Company to satisfy its debt service obligations
and its capital expenditure and other operational needs, as well as to provide
funds for growth. In addition, EBITDA is used by senior lenders and the
investment community to determine the current borrowing capacity and to estimate
the long-term value of companies with recurring cash flows from operations. The
Company's computation of EBITDA may not be comparable to other similarly titled
measures of other companies.

                                       10
<PAGE>

The following table provides a calculation of EBITDA for the three and nine
months ended September 30, 2000 and 1999:

<TABLE>
<CAPTION>
                                                         Three Months Ended                     Nine Months Ended
                                                            September 30                           September 30
                                                  ----------------------------------    ----------------------------------
                                                       2000               1999               2000              1999
                                                  ----------------   ---------------    ----------------  ----------------
<S>                                                   <C>                 <C>               <C>               <C>
     Net loss                                         $  (722,196)        $ (809,509)       $(2,030,327)      $(2,339,883)
     Plus :
          Amortization of customer contracts            1,266,229          1,269,733          3,729,550         3,685,038
          Depreciation and amortization                   278,501            208,978            820,934           580,722
          Interest expense and other                      344,384            224,595            942,686           740,811
                                                  ----------------   ----------------   ----------------  ----------------
              EBITDA                                  $ 1,166,918         $  893,797        $ 3,462,843       $ 2,666,688
                                                  ================   ================   ================  ================
</TABLE>

         Monthly Recurring Revenue ("MRR"). MRR is revenue that the Company is
entitled to receive for a month of service under monitoring and service
contracts in effect at the end of the period. Because the Company has grown
rapidly, often by acquiring security alarm companies and portfolios of customer
accounts which are included in revenues only from the date of acquisition, the
Company's revenues are not proportional to the level of its investment of
capital reported to the end of the period upon which a return must be earned.
Management believes MRR enhances an investor's understanding of the Company's
financial condition, results of operations and cash flows because it provides a
measure of the Company's revenue that can be used to derive estimated annual
revenues acquired in acquisitions for a full year of operations. As a result,
MRR can be compared to the level of investment in the statement of financial
condition at the end of the period. By comparing MRR to cash, debt and equity
balances at the end of a period, an investor can assess the Company's investment
track record. Further, management believes an investor's consideration of MRR
relative to the Company's customer base helps identify trends in MRR per
customer. MRR does not measure profitability or performance, and does not
include any allowance for future losses of customers or allowance for doubtful
accounts. The Company does not have sufficient information as to the losses of
acquired customers' accounts to predict with absolute certainty the amount of
acquired MRR that will be realized in future periods or the impact of the loss
of acquired accounts on our overall rate of customer loss. Our computation of
MRR may not be comparable to other similarly titled measures of other companies
and MRR should not be viewed by investors as an alternative to actual monthly
revenue as determined in accordance with generally accepted accounting
principles. MRR at September 30, 2000 and 1999 was approximately $1,089,000 and
$978,000, respectively.

         MRR Attrition. The Company experiences customer cancellations, i.e.,
attrition, of monitoring and related services as a result of subscriber
relocation, the cancellation of acquired accounts during the process of
integrating such accounts into the Company's operations, unfavorable economic
conditions and other reasons. This attrition is offset to a certain extent by
revenues from the sale of additional services to existing subscribers, the
reconnection of premises previously occupied by subscribers, the conversion of
accounts previously monitored by other alarm companies and guarantees provided
by the sellers of such accounts. The Company defines attrition numerically for a
particular period as a quotient, the numerator of which is equal to the
difference between gross MRR lost as the result of canceled subscriber accounts
and MRR lost that was replaced pursuant to guarantees from sellers of accounts
purchased by the Company, and the denominator of which is the expected month-end
MRR calculated at the end of such period. Net MRR attrition of the Company's
customers during the twelve months ended September 30, 2000 and 1999 was less
than 10%, on an annualized basis.

                                       11
<PAGE>

Results of Operations

         The following table sets forth certain operating data as a percentage
of total revenues for the periods indicated for consolidated operations.

<TABLE>
<CAPTION>
                                                           For the Three Months Ended            For the Nine Months
                                                                 September 30,                   Ended September 30,
                                                         -------------------------------     ----------------------------
                                                             2000              1999             2000            1999
                                                         --------------    -------------     -----------     ------------
<S>                                                             <C>              <C>             <C>              <C>
     Revenue
          Monitoring                                             63.6%            63.4%           63.5%            63.4%
          Installation and service                               36.4%            36.6%           36.5%            36.6%
                                                         --------------    -------------     -----------     ------------
                 Total revenues                                 100.0%           100.0%          100.0%           100.0%

     Operating costs
          Monitoring                                              9.8%            11.9%           10.0%            11.7%
          Installation and service                               31.4%            29.8%           30.3%            28.9%
          Selling, general and administrative                    35.8%            38.9%           36.6%            39.7%
                                                         --------------    -------------     -----------     ------------
                                                                 77.0%            80.6%           76.9%            80.3%
                                                         --------------    -------------     -----------     ------------
     Income before interest expense, amortization and
          depreciation                                           23.0%            19.4%           23.1%            19.7%
                                                         --------------    -------------     -----------     ------------
     Interest expense                                             6.8%             4.9%            6.3%             5.5%
     Amortization of customer accounts                           25.0%            27.6%           24.9%            27.3%
     Depreciation and amortization                                5.5%             4.5%            5.5%             4.3%
                                                         --------------    -------------     -----------     ------------
                                                                 37.3%            37.0%           36.7%            37.1%
                                                         --------------    -------------     -----------     ------------
     Net loss                                                   (14.3%)          (17.6%)         (13.6%)          (17.4%)
                                                         ==============    =============     ===========     ============
</TABLE>

Nine months Ended September 30, 2000 Compared to Nine months Ended September 30,
1999

         Revenue. Total revenues for the nine months ended September 30, 2000
increased 11% to approximately $15.0 million from approximately $13.5 million
during the corresponding period in the prior year. Monitoring revenues for the
nine months ended September 30, 2000 increased to approximately $9.5 million, or
11%, from approximately $8.6 million during the corresponding period of the
prior year. Installation and service revenues for the nine months ended
September 30, 2000 increased by 11% to approximately $5.5 million, compared to
approximately $4.9 million during the corresponding period of the prior year.
Total retail subscribers approximated 26,600 at September 30, 2000, compared to
23,700 at September 30, 1999, a net increase of 12%. The increase in monitoring
revenues and number of subscribers in the first nine months of 2000 from the
first nine months of 1999 is attributable to the Company's installation activity
and to the purchase of accounts in the latter part of 1999. The increase in
installation and service revenues in the first nine months of 2000 compared to
the prior year's period is a result of the Company's increased efforts in
internal installation activity.

         Operating Expenses. Total operating expenses, excluding depreciation
and amortization, for the nine months ended September 30, 2000 increased 10% to
approximately $6.0 million, compared to approximately $5.5 million during the
corresponding period in the prior year. Monitoring expenses decreased 5% to
approximately $1.5 million compared to the corresponding period in the prior
year. As a percentage of monitoring revenues during the nine months ended
September 30, 2000, monitoring expenses were 16%, compared to 18% during the
corresponding period in the prior year. The decrease in

                                       12
<PAGE>

monitoring costs was a result of cost efficiencies which included the transfer
of outside monitored accounts to the Company's monitoring facilities.
Installation and service costs during the nine months ended September 30, 2000
increased by 17% to approximately $4.5 million, compared to approximately $3.9
million during the corresponding period in the prior year. Installation and
service costs were 83% of related revenues during the nine months ended
September 30, 2000, compared to 79% during the corresponding period in the prior
year, because the Company derived a larger percentage of sales from lower
revenue / higher cost sales to homeowners and builders in the nine months ended
September 30, 2000 compared to the nine months ended September 30, 1999.

         Gross Profit. Total gross profit, defined as total revenues less
monitoring and installation and service costs, increased by 12% to approximately
$9.0 million during the nine months ended September 30, 2000, compared to
approximately $8.0 million during the corresponding period in the prior year.
Gross profit from monitoring revenues increased by 15% to approximately $8.0
million during the nine months ended September 30, 2000, compared to
approximately $7.0 million during the corresponding period in the prior year.
The increase in gross profit from monitoring revenues is primarily attributable
to the Company's 1999 acquisitions of monitored accounts for which the
incremental costs to monitor are lower than the Company's average cost in 1999,
as well as more efficient operations. Gross profit from installation and service
activities decreased to approximately $923,000 during the nine months ended
September 30, 2000, from approximately $1,038,000 during the corresponding
period in the prior year, partly due to the costs associated with the increased
efforts in the Company's internal installations operations.

         Selling, General and Administrative. Selling, general and
administrative costs ("SG&A") increased by 2% to approximately $5.5 million
during the nine months ended September 30, 2000, compared to approximately $5.3
million during the corresponding period in the prior year.

         Amortization of Customer Contracts. Amortization of customer contracts
remained steady at approximately $3.7 million during the nine months ended
September 30, 2000, compared to the corresponding period in the prior year. This
steady amortization expense can be mostly attributed to the fact that account
portfolio purchases have been in proportion to account write-offs. Costs of
acquired contracts are amortized over 10 years, unless a contract is canceled
and not replaced by the corresponding independent alarm company, in which case
the remaining unamortized balance is written off as a charge to amortization
expense.

         Depreciation and Amortization. Depreciation and amortization increased
by 41% to approximately $821,000 during the nine months ended September 30,
2000, compared to approximately $581,000 during the corresponding period in the
prior year. Such costs include depreciation of property and equipment (the gross
balance of which increased to approximately $6.8 million at September 30, 2000
from approximately $4.7 million at September 30, 1999) and the amortization of
certain other intangible assets.

         Interest Expense and Other. Interest expense and other increased 27% to
approximately $943,000 during the nine months ended September 30, 2000, compared
to approximately $741,000 during the corresponding period in the prior year. The
increase in interest expense resulted from increased borrowings under the
Renewed Credit Facility. Total borrowings under the Renewed Credit Facility
increased to approximately $10.8 million at September 30, 2000 from
approximately $7.6 million at September 30, 1999.

         Net Loss. Net loss applicable to common stock for the nine months ended
September 30, 2000 was approximately $(3.4) million, or $(0.38) per share,
compared to a net loss of approximately $(3.7) million, or $(0.40) per share,
during the corresponding period of the prior year.

                                       13
<PAGE>

Three months Ended September 30, 2000 Compared to Three months Ended September
30, 1999

         Revenue. Total revenues for the three months ended September 30, 2000
increased 10% to approximately $5.1 million from approximately $4.6 million
during the corresponding period in the prior year. Monitoring revenues for the
three months ended September 30, 2000 increased to approximately $3.2 million,
or 11%, from approximately $2.9 million during the corresponding period of the
prior year. Installation and service revenues for the three months ended
September 30, 2000 increased by 9% to approximately $1.8 million, compared to
approximately $1.7 million during the corresponding period of the prior year.
Total retail subscribers approximated 26,600 at September 30, 2000, compared to
23,700 at September 30, 1999, a net increase of 12%. The increase in monitoring
revenues and number of subscribers in the third quarter of 2000 from the third
quarter of 1999 is attributable to the Company's installation activity and to
the purchase of accounts in the latter part of 1999. The increase in
installation and service revenues in the third quarter of 2000 compared to the
prior year's period is a result of the Company's increased efforts in internal
installation activity.

         Operating Expenses. Total operating expenses, excluding depreciation
and amortization, for the three months ended September 30, 2000 increased 9% to
approximately $2.1 million, compared to approximately $1.9 million during the
corresponding period in the prior year. Monitoring expenses decreased 9% to
approximately $499,000 compared to the corresponding period in the prior year.
As a percentage of monitoring revenues during the three months ended September
30, 2000, monitoring expenses were 15%, compared to 19% during the corresponding
period in the prior year. The decrease in monitoring costs was a result of cost
efficiencies which included the transfer of outside monitored accounts to the
Company's monitoring facilities. Installation and service costs during the three
months ended September 30, 2000 increased by 16% to approximately $1.6 million,
compared to approximately $1.4 million during the corresponding period in the
prior year. Installation and service costs were 86% of related revenues during
the three months ended September 30, 2000, compared to 81% during the
corresponding period in the prior year, because the Company derived a larger
percentage of sales from lower revenue / higher cost sales to homeowners and
builders in the three months ended September 30, 2000 compared to the three
months ended September 30, 1999.

         Gross Profit. Total gross profit, defined as total revenues less
monitoring and installation and service costs, increased by 11% to approximately
$3.0 million during the three months ended September 30, 2000, compared to
approximately $2.7 million during the corresponding period in the prior year.
Gross profit from monitoring revenues increased by 15% to approximately $2.7
million during the three months ended September 30, 2000, compared to
approximately $2.4 million during the corresponding period in the prior year.
The increase in gross profit from monitoring revenues is primarily attributable
to the Company's 1999 acquisitions of monitored accounts for which the
incremental costs to monitor are lower than the Company's average cost in 1999,
as well as more efficient operations. Gross profit from installation and service
activities decreased to approximately $254,000 during the three months ended
September 30, 2000, from approximately $313,000 during the corresponding period
in the prior year, partly due to the costs associated with the increased efforts
in the Company's internal installations operations.

         Selling, General and Administrative. Selling, general and
administrative costs ("SG&A") remained steady at approximately $1.8 million
during the three months ended September 30, 2000.

         Amortization of Customer Contracts. Amortization of customer contracts
remained steady at approximately $1.3 million during the three months ended
September 30, 2000, compared to the corresponding period in the prior year. This
steady amortization expense can be mostly attributed to the fact that account
portfolio purchases have been in proportion to account write-offs. Costs of
acquired contracts are amortized over 10 years, unless a contract is canceled
and not replaced by the corresponding independent alarm company, in which case
the remaining unamortized balance is written off as a charge to amortization
expense.

                                       14
<PAGE>

         Depreciation and Amortization. Depreciation and amortization increased
by 33% to approximately $279,000 during the three months ended September 30,
2000, compared to approximately $209,000 during the corresponding period in the
prior year. Such costs include depreciation of property and equipment (the gross
balance of which increased to approximately $6.8 million at September 30, 2000
from approximately $4.7 million at September 30, 1999) and the amortization of
certain other intangible assets.

         Interest Expense and Other. Interest expense and other increased 53% to
approximately $344,000 during the three months ended September 30, 2000,
compared to approximately $225,000 during the corresponding period in the prior
year. The increase in interest expense resulted from increased borrowings under
the Renewed Credit Facility. Total borrowings under the Renewed Credit Facility
increased to approximately $10.8 million at September 30, 2000 from
approximately $7.6 million at September 30, 1999.

         Net Loss. Net loss applicable to common stock for the three months
ended September 30, 2000 was approximately $(1.2) million, or $(0.13) per share,
compared to a net loss of approximately $(1.3) million, or $(0.14) per share,
during the corresponding period of the prior year.

Liquidity and Capital Resources

         As of September 30, 2000, the Company believes it will maintain the
ability to generate sufficient cash to fund future operations of the business.
Generally, cash flow will be generated from a combination of (1) the Company's
existing $20.0 million Renewed Credit Facility with Heller, subject to
compliance with the provisions of the debt covenants in the Renewed Credit
Facility, and (2) recurring revenue from its security monitoring customer base,
which generated $3.5 million of EBITDA in the nine months ended September 30,
2000. At September 30, 2000, there was $7.6 million of availability under the
Renewed Credit Facility. Cash flow from operating activities was $3.4 million
for the nine months ended September 30, 2000.

         Capital Resources. In June 2000, the expiration date of the Renewed
Credit Facility was extended to June 30, 2002 from May 2001. Availability under
the Renewed Credit Facility is subject to certain "Borrowing Base" limitations
(as defined in the Renewed Credit Facility). In connection with the June 2000
amendment of the Renewed Credit Facility, the "Borrowing Base" limitation
relating to EBITDA was increased to 4.0 times EBITDA from 3.5 times EBITDA. The
Renewed Credit Facility includes customary covenants, including, but not limited
to, restrictions related to the incurrence of other debt, the encumbrance or
sale of the Company's assets, and the payment of dividends or making of other
distributions to the Company's shareholders and other financial performance
covenants. The Company believes it was in compliance with all such covenants as
of September 30, 2000.

         The Renewed Credit Facility is used primarily for acquisitions of
subscriber accounts and to finance the Company's internal account creation
efforts. The Company's continued plan of growth through acquisitions of
subscriber accounts is contingent upon its ability to borrow under the Renewed
Credit Facility.

         Liquidity. Net cash provided by operating activities during the nine
months ended September 30, 2000 was approximately $3.4 million. The Company
incurred a net loss of approximately $2.0 million during such period; however,
included in such loss was non-cash depreciation and amortization expense,
amortization of customer contracts expense, amortization of capitalized
installation costs and amortization of deferred financing costs totaling
approximately $5.6 million and a bad debt provision of approximately $430,000.
Other operating cash flows included cash inflows of approximately $259,000
related to decreases in accounts receivable and cash outflows of approximately
$778,000 related to other assets and net decreases in liabilities.

                                       15
<PAGE>

         Net cash used in investing activities was approximately $2.9 million
during the nine months ended September 30, 2000 and was comprised of
approximately $1.5 million used in the purchase and placement of customer
accounts and the purchases of fixed assets of approximately $1,383,000 which
includes customer premise equipment of approximately $888,000.

         Net cash used in financing activities was approximately $929,000 during
the nine months ended September 30, 2000, consisting primarily of repayments to
Heller and other debt obligations of approximately $2.5 million, payment of cash
dividends on preferred stock of approximately $861,000, payment for purchase and
retirement of treasury shares of approximately $206,000, and costs related to
the issuance of equity securities of approximately $7,000. These payments were
offset by proceeds under borrowings from Heller of approximately $2.7 million.
The Company's cash balance was $249,408 as of September 30, 2000.

         Total shareholders' equity was $1,187,661 at September 30, 2000,
decreasing by a net amount of $2,987,328 during the nine months ended September
30, 2000. The net decrease resulted from the payment and accrual of dividends on
the Company's preferred stock and the net loss of approximately $2.0 million.

         Affiliation with Western Resources, Inc. As discussed in the Company's
1999 Form 10-KSB, in Part I, Item I "1999 Developments", Western Resources, Inc.
indirectly holds a significant investment in the Company.

         The Company does not currently have any significant commitments for
capital outlays.

Concentration of Credit Risk

         Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of trade receivables from a
large number of customers, including both residential and commercial customers.
The Company extends credit to its customers in the normal course of business,
performs periodic credit evaluations and maintains allowances for potential
credit losses.

                                       16
<PAGE>

Item 6.  Exhibits And Reports On Form 8-K

(a)      Exhibits

Exhibit No.        Description
-----------        -----------
  3(i)             Articles of Incorporation dated July 7, 1999 incorporated by
                   reference to Exhibit 3(i) of the Company's Form 10-QSB filed
                   August 13, 1999.
  3(ii)            Amended and Restated By-Laws of the Company dated March 2,
                   2000 incorporated by reference to Exhibit 3(ii) of the
                   Company's Form 10-KSB filed March 30, 2000.
  3(iii)           Articles of Amendment to Articles of Incorporation of
                   Guardian International, Inc. as filed with the Florida
                   Secretary of State on March 9, 2000 incorporated by reference
                   to Exhibit 3(iii) of the Company's Form 10-KSB filed March
                   30, 2000.
  4(a)             Specimen Stock Certificate incorporated by reference to
                   Exhibit 4(a) of the Company's Form 10-QSB filed August 13,
                   1999.
 10(a)             Second Amended and Restated Loan and Security Agreement with
                   Heller Financial, Inc. dated as of February 23, 1998,
                   incorporated by reference to Exhibit 10(j) of the Company's
                   Form 10-KSB filed March 31, 1998.
 10(b)             Stock Purchase Agreement dated as of February 23, 1998
                   incorporated by reference to Exhibit 10(a) of the Company's
                   Form 8-K filed as of March 10, 1998.
 10(c)             Registration Rights Agreement dated as of February 23, 1998
                   incorporated by reference to Exhibit 10(b) of the Company's
                   Form 8-K filed as of March 10, 1998.
 10(d)             Escrow and Pledge Agreement dated as of February 23, 1998
                   incorporated by reference to Exhibit 10(c) of the Company's
                   Form 8-K filed as of March 10, 1998.
 10(e)             Employment Agreement with Joel A. Cohen dated as of February
                   1, 1998 incorporated by reference to Exhibit 10(d) of the
                   Company's Form 8-K filed as of March 10, 1998.
 10(f)             Employment Agreement with Raymond L. Adams dated as of
                   February 1, 1998 incorporated by reference to Exhibit 10(e)
                   of the Company's Form 8-K filed as of March 10, 1998.
 10(g)             Asset Purchase Agreement effective as of March 9, 1998
                   incorporated by reference to Exhibit 10(a) to the Company's
                   Form 8-K filed as of March 24, 1998.
 10(h)             Warranty Bill of Sale dated as of March 5, 1998 incorporated
                   by reference to Exhibit 10(b) to the Company's Form 8-K filed
                   as of March 24, 1998.
 10(i)             Assignment and Assumption Agreement dated as of March 5, 1998
                   incorporated by reference to Exhibit 10(c) to the Company's
                   Form 8-K filed as of March 24, 1998.
 10(j)             Guaranty Agreement dated as of March 9, 1998 incorporated by
                   reference to Exhibit 10(d) to the Company's Form 8-K filed as
                   of March 24, 1998.
 10(k)             Escrow Agreement date March 9, 1998 incorporated by reference
                   to Exhibit 10(e) to the Company's Form 8-K filed as of March
                   24, 1998.
 10(l)             Employment Agreement with Dan Lawrence dated March 9, 1998
                   incorporated by reference to Exhibit 10(f) to the Company's
                   Form 8-K filed as of March 24, 1998.
 10(m)             Amendment to Registration Rights Agreement dated as of
                   February 23, 1998, incorporated by reference to Exhibit
                   10(gg) to the Company's Form 10-KSB filed as of March 31,
                   1998.
 10(n)             Stock Subscription Agreement dated as of February 23, 1998,
                   incorporated by reference to Exhibit 10(hh) to the Company's
                   Form 10-KSB filed as of March 31, 1998.

                                       17
<PAGE>

 10(o)             Stock Purchase Agreement dated as of April 27, 1998,
                   incorporated by reference to Exhibit 10(a) to the Company's
                   Form 10-QSB filed as of August 14, 1998.
 10(p)             Employment Agreement with David Weston between Precision and
                   the Company dated as of April 27, 1998, incorporated by
                   reference to Exhibit 10(b) to the Company's Form 10-QSB filed
                   as of August 14, 1998.
 10(q)             Indemnification Agreement between sellers of Precision and
                   the Company dated April 27, 1998, incorporated by reference
                   to Exhibit 10(c) to the Company's Form 10-QSB filed as of
                   August 14, 1998.
 10(r)             Confidentiality, Noncompetition and Nonsolicitation Agreement
                   with Alan Dubow dated April 27, 1998, incorporated by
                   reference to Exhibit 10(d) to the Company's Form 10-QSB filed
                   as of August 14, 1998.
 10(s)             Confidentiality, Noncompetition and Nonsolicitation Agreement
                   with Richard Clark dated April 27, 1998, incorporated by
                   reference to Exhibit 10(e) to the Company's Form 10-QSB filed
                   as of August 14, 1998.
 10(t)             Confidentiality, Noncompetition and Nonsolicitation Agreement
                   with Jeff Chivers dated April 27, 1998, incorporated by
                   reference to Exhibit 10(f) to the Company's Form 10-QSB filed
                   as of August 14, 1998.
 10(u)             Stock Purchase Agreement dated as of August 13, 1998,
                   incorporated by reference to Exhibit 10(a) to the Company's
                   Form 10-QSB filed as of November 16, 1998.
 10(v)             Escrow Agreement dated as of August 13, 1998, incorporated by
                   reference to Exhibit 10(b) to the Company's Form 10-QSB filed
                   as of November 16, 1998.
 10(w)             Employment Agreement between Vincent Monardo and the Company
                   dated August 13, 1998, incorporated by reference to Exhibit
                   10(c) to the Company's Form 10-QSB filed as of November 16,
                   1998.
 10(x)             Employment Agreement between Kevin Killea and the Company
                   dated August 13, 1998, incorporated by reference to Exhibit
                   10(d) to the Company's Form 10-QSB filed as of November 16,
                   1998.
 10(y)             Employment Agreement between Michael Assenza and the Company
                   dated August 13, 1998, incorporated by reference to Exhibit
                   10(e) to the Company's Form 10-QSB filed as of November 16,
                   1998.
 10(z)             Employment Agreement between Paul Ferrara and the Company
                   dated August 13, 1998, incorporated by reference to Exhibit
                   10(f) to the Company's Form 10-QSB filed as of November 16,
                   1998.
 10(aa)            1999 Stock Option Plan incorporated by reference to Exhibit A
                   to the Company's Schedule 14-A filed as of May 27, 1999.
 10(bb)            Severance Agreement between Darius G. Nevin and the Company
                   dated January 19, 2000 , incorporated by reference to Exhibit
                   10(bb) of the Company's Form 10-KSB filed March 30, 2000.
 10(cc)            Severance Agreement between Richard Ginsburg and the Company
                   dated January 19, 2000, incorporated by reference to Exhibit
                   10(cc) of the Company's Form 10-KSB filed March 30, 2000.
 10(dd)            Non-Qualified Stock Option Agreement between Douglas T. Lake
                   and the Company, effective April 28, 1998, incorporated by
                   reference to Exhibit 10(dd) of the Company's Form 10-KSB
                   filed March 30, 2000.
 10(ee)            Non-Qualified Stock Option Agreement between David Heidecorn
                   and the Company, effective May 12, 1999, incorporated by
                   reference to Exhibit 10(ee) of the Company's Form 10-KSB
                   filed March 30, 2000.
 10(ff)            Non-Qualified Stock Option Agreement between William
                   Remington and the Company, effective September 13, 1999,
                   incorporated by reference to Exhibit 10(ff) of the Company's
                   Form 10-KSB filed March 30, 2000.
 10(gg)            Stock Option Agreement between Richard Ginsburg and the
                   Company, effective October 15, 1997, incorporated by
                   reference to Exhibit 10(gg) of the Company's Form 10-KSB
                   filed March 30, 2000.

                                       18
<PAGE>

 10(hh)            Stock Option Agreement between Darius G. Nevin and the
                   Company, effective October 15, 1997, incorporated by
                   reference to Exhibit 10(hh) of the Company's Form 10-KSB
                   filed March 30, 2000.
 10(ii)            Stock Option Agreement between Joel Cohen and the Company,
                   effective February 23, 1998, incorporated by reference to
                   Exhibit 10(ii) of the Company's Form 10-KSB filed March 30,
                   2000.
 10(jj)            Stock Option Agreement between Raymond Adams and the Company,
                   effective February 23, 1998, incorporated by reference to
                   Exhibit 10(jj) of the Company's Form 10-KSB filed March 30,
                   2000.
 10(kk)            First Amendment To Second Amended And Restated Loan And
                   Security Agreement from Heller Financial, Inc. dated as of
                   June 30, 2000, incorporated by reference to Exhibit 10(kk) to
                   the Company's Form 10-QSB filed as of August 14, 2000.

 27                Financial Data Schedule (for SEC use only)

(b)      Reports on Form 8-K

         1. No reports were filed on Form 8-K during the three months ended
September 30, 2000.

                                       19
<PAGE>

                                   SIGNATURES

     In accordance with Section 12 of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                 GUARDIAN INTERNATIONAL, INC.

                                 By:   /s/ DARIUS G. NEVIN
                                    -----------------------
                                    Darius G. Nevin
                                    Chief Financial Officer and Vice President

                                 Date: November 14, 2000

                                       20
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                                  EXHIBIT INDEX

EXHIBIT      DESCRIPTION
-------      -----------
  27         Financial Data Schedule (for SEC use only)