SecProbe.io

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      Mail Stop 4561
      December 12, 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.
Amendment No. 1 to Registration on Form SB-2
File No. 333-128785
Filed December 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.  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

      Please tell us whether Michael J. Skellern has pledged the
1,200,000 shares of common stock to the unrelated third-party
lender.
If so, please revise your selling shareholder table to identify
the
lender as the selling shareholder rather than Mr. Skellern.  If
not,
please provide us with your analysis as to why you believe the
resale
of common stock is ripe for registration.  Also, file the pledge
agreement as an exhibit to your registration statement.

      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)

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Michael J. Skellern
Universal Guardian Holdings, Inc.
December 12, 2005
Page 2

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