SecProbe.io

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<FILENAME>filename1.txt
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       August 12, 2005

      Mail Stop 4561

Michael J. Skellern
President and Chief Executive Officer
Universal Guardian Holdings, Inc.
4695 MacArthur Blvd.
Suite 300
Newport Beach, CA  92660

      Re:	Universal Guardian Holdings, Inc.
		Form 10-KSB for the year ended December 31, 2004
      Filed 4/18/05
      File No. 000-24755

Dear Mr. Skellern:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Notes to Consolidated Financial Statements

Note 1 - Organization and Significant Accounting Policies

Intangible Assets, page F-13

1. We note that you have not recorded a goodwill impairment charge
for the year ended December 31, 2004 despite substantial net
losses
and negative operating cash flow.  Please tell us specifically how
you determined that goodwill was not impaired.

Note 2 - Acquisitions, page F-15

2. We note that the $3.5 million in goodwill recorded as part of
the
SSSI acquisition is in excess of the total purchase price.
Pursuant
to paragraph 51(b) of SFAS 141, revise your future filings to
include
a description of the factors that contributed to a purchase price
resulting in the recognition of goodwill.  In addition, advise us
why
you have not allocated any of SSSI`s purchase price to other
intangible assets such as those identified in paragraph A14 of
SFAS
141 and whether or not there are any intangible assets included in
goodwill that do not meet the criteria for recognition apart from
goodwill.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your proposed revisions that
keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Kristi Beshears at (202) 551-3429 or me at
(202) 551-3486 if you have questions.

						Sincerely,

Daniel L. Gordon
Branch Chief

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Universal Guardian Holdings, Inc.
August 12, 2005
Page 1

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