SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      Mail Stop 4561
      October 28, 2005

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

      Re:	Universal Guardian Holdings, Inc.
Registration on Form SB-2
File No. 333-128785
Filed October 3, 2005

Dear Mr. Skellern:

      We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
make changes in response to these comments.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable.
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.

General

1. Please confirm to us that Universal Guardian has received the
$525,000 from Mercator Momentum Fund and Monarch Pointe Fund in
consideration of the 5,250 shares of series `B` preferred shares.

2. Please revise your summary to describe all the material terms
of
the transaction with Mercator Momentum Fund and Monarch Pointe
Fund
including, but not limited to, limitations on the amount of
outstanding stock that may be held by Mercator Momentum Fund and
Monarch Pointe Fund at one time.

Risk Factor, page 7

3. We note that under the Subscription Agreement, Universal
Holdings
may not enter into any debt or equity financing without the
consent
of Mercator Momentum Fund and Monarch Pointe Fund. Refer to
Section
4(f) of the Subscription Agreement.  Please discuss this under the
Risk Factor section, MD&A and Description of Securities sections.

A large number of common shares are issuable upon exercise of
outstanding common shares purchase options or warrants or the
conversion of outstanding convertible preferred shares, page 12

4. Please revise to discuss Mercator Momentum Fund and Monarch
Pointe
Fund`s incentive to immediately convert their preferred shares and
sell the shares they receive.   In this regard, it appears that
Mercator Momentum Fund and Monarch Pointe Fund may convert their
shares at a price below market value.

Use of Proceeds, page 5

5. Please quantify the proceeds from the sale of the series `B"
preferred shares and provide the disclosure required by Item 504
of
Regulation S-B.  In this connection, we note the limitation on the
use of proceeds from the sale of the series `B` preferred stock in
Section 4.(c) of the Subscription Agreement.

Description of Equity Securities, page 49

6. Please revise here and in the Selling Stockholders section to
provide detailed disclosure of the conversion feature of the
series
`B` preferred shares.  In this regard, we note your disclosure in
the
Certificate of Designation of Preferences and Rights of Series B
Convertible Preferred Stock..  Also, briefly discuss the right of
first refusal that was granted to the purchasers pursuant to
Section
4(f) of the Subscription Agreement.  Finally, revise to provide a
detailed discussion of a "default".  For example, describe the
events
that constitute a default and quantify the penalty for each
default.

      * * * * *

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment 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 amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain 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 filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as 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 connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Jeffrey A. Shady at 202-551-3471 or me at
202-
551-3780 with any other questions.

Sincerely,

Elaine Wolff
Branch Chief

cc: 	John M. Woodbury (via facsimile)

??

??

??

??

Michael J. Skellern
Universal Guardian Holdings, Inc.
October 28, 2005
Page 4

</TEXT>
</DOCUMENT>