SecProbe.io

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Mail Stop 3-09

							May 3, 2005

Ricardo A. Rivera
Director
Proguard Acquisition Corp.
3040 E. Commercial Blvd.
Ft. Lauderdale, FL 33308

Re:	Proguard Acquisition Corp.
	Registration Statement on Form SB-2
	File Number 333-123910

Dear Mr. Rivera:

	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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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.

FORM SB-2

General

1. As this offering is self-underwritten, please consider whether
those who will be selling the securities need to be registered as
broker-dealers.  For example, do they fit within the safe harbor
of
Rule 3a4-1 of the Exchange Act?  If so, please identify the
individuals who will be selling and explain how they fit this safe
harbor.

2. It appears your company may have been organized in the past
five
years.  If so, please provide the information required by Item
404(d)
of Regulation S-B to the extent applicable.  See Item 15 of Form
SB-
2.

Risk Factors, page 6

3. We note from page 17 that you do not intend to pay dividends.
Please include a risk factor regarding this issue.  The risk
factor
should disclose that any gain from an investment in your company
will
come from an increase in the market price, which may not occur.

4. Please add two separate risk factors regarding the following:

* Holders of the warrants will only be able to exercise them if
you
maintain an effective registration statement and qualify the
warrants
in the state of residence of the holder.  Please disclose your
intentions regarding keeping the prospectus current as well as
qualifying the warrants for exercise in any states.  Finally,
identify the states in which you will qualify them, if you intend
to
do so.
* The holders of the warrants may not be able to exercise their
warrants if you exercise your right to redeem them two years after
they are issued.  If the terms of the warrants do not require that
your common stock trade at a certain price level for a period of
time
before you can call the warrants, you should provide disclosure.
If
they do, you should also provide disclosure as to these terms.
Finally, state whether you would call the warrants for redemption
at
a time when you were not maintaining a current prospectus for
exercise of the warrants.

We do not meet the requirements for our stock to be quoted on
NASDAQ
. . . , page 6

5. Please briefly summarize the principal obstacles keeping your
stock from being eligible for listing on Nasdaq or on an exchange.

Future sales by our stockholders could cause the stock price to
decline, page 7

6. Please disclose whether any of your outstanding shares are
subject
to restrictions on sales pursuant to Rule 144.  If so, disclose
the
number of shares and when the restrictions expire.

You will experience immediate dilution of at least 75% of your
investment . . . , page 7

7. Please revise this risk factor to explain that investors who
purchase shares will contribute ___% of the total amount to fund
the
company but will own only ___% of the outstanding share capital
and
___% of the voting rights.

Our cash balance in banks and brokerage firms may exceed . . . ,
page
7

8. As currently written, this risk factor could apply to any
issuer
or any offering.  If you keep this risk factor, please revise it
so
it more specifically addresses your situation.  Also, if you keep
the
risk factor, please revise it to clarify that the FDIC does not
insure brokerage accounts.  Also, list the principal banks and
brokerage firms where you keep your funds.

We are dependent on Frank R. Bauer . . . , page 7

9. Please discuss any difficulties you have had in attracting and
retaining qualified personnel.

Our major competitors could negatively impact our revenues . . . ,
page 8

10. If your business has been hampered by a competitor expanding
into
one of your target markets, please disclose the situation.  Also,
please disclose what your target markets are.

We lose some of our customers over time . . . , page 8

11. The heading for this risk factor refers to restructuring, but
the
body of the risk factor does not discuss restructuring.  Please
expand the risk factor to explain how restructuring may cause a
decrease in customers.

12. Please explain what it means to "integrate" and "adequately
service" an account.

Our customer acquisition strategies may not be successful . . . ,
page 8

13. We note that you have changed your acquisition strategy over
the
past few years to decrease the cost of adding customers and to
decrease the rate of attrition from new accounts.  Please explain
the
principal changes you have made.

14. We note that your "customer base could continue to decline."
Is
your overall customer base currently declining?  If so, please
state
this fact in the risk factor heading, and revise the risk factor
to
state when your customer base began to decline, the approximate
number of customers you had at that time, and the approximate
number
of customers you currently have.

Increased adoption of non-response or verification-required
policies
. . . , page 9

15. Please expand this risk factor to provide more detail in the
following areas:

* Disclose your actual false alarm rate.
* Explain what you will need to do in response to the new laws,
regulations, and policies that could increase your costs.
* Clarify how your costs will increase as you monitor, evaluate,
and
attempt to affect the outcome of these initiatives.  For example,
do
you have an active lobbying effort?
* If your business has already experienced difficulties caused by
increased regulation, please discuss the situation and state the
approximate increased expense you incurred.
* Finally, if any regulatory matter on pages 14-15 that is not
discussed in this risk factor gives rise to a material risk,
please
discuss it.

We are susceptible to macroeconomic downturns which may negatively
impact . . . , page 9

16. As currently written, this risk factor could apply to any
issuer
or any offering.  Please make it more specific to your situation.
For example, is your business or industry more susceptible to
economic conditions than other businesses or industries are?  If
so,
please explain how.

Business, page 10

17. Please state your form and year of organization, as required
by
Item 101(a)(1) of Regulation S-B.  Also, consider including your
web
address in the filing.  See Item 101(c)(3) of Regulation S-B.

18. We note in the first paragraph of this section that you
provide
environmental security systems.  Please explain what an
environmental
security system is.

19. Please explain Proguard Protection`s history in more detail.
For
example, what were its operations prior to July 1, 2004?  What is
the
current status of the previous shareholders?  We note the
disclosure
in note 2 to the financial statements on page 42 that the
shareholders cancelled their 1,000,000 shares in exchange for
395,000
shares of the registrant`s stock.  Please disclose in the Business
section of your document this information and any other
information
necessary for a basic understanding of how your business has grown
and evolved.

20. Please file as an exhibit the agreement related to the reverse
acquisition transaction.

21. Please disclose the approximate percentage of your business
that
comes from fire alarms, intrusion alarms, and environmental
security
systems.  Compare the profitability of each type of system.

Customer Contracts, page 10

22. Rather than using subjective terms such as "most" and
"typically," state the number of customers who have signed
contracts
for two years, three years, four years, and five years.  State how
many customers have signed alarm monitoring contracts with
extended
service protection and without this protection, and state how many
customers have signed up for line security based on cellular
technology.  Finally, compare the profitability of these
additional
features.

23. We note you are "large enough to serve customers` needs."
Please
clarify whether the word "large" refers to the number of
customers,
revenues, employees, etc.  Also, disclose why being large enhances
your ability to serve customers` needs.

24. We note your subsidiary is licensed in Colorado "and various
counties."  Please disclose in which states the various counties
are
located.

25. With each organization whose industry standards you meet,
please
disclose the organization`s principal criteria.

26. Please expand the discussion of each component of your
business
model to provide additional detail.  For example:

* How do you define "excellent customer service" in your industry,
and what specific things does your company do to meet this
definition?
* Are the customer service representatives, repairmen, and sales
representatives employees of your company, or do you contract for
these services?
* What is a "Level Three General Electric national account
rating,"
and what must a company do to achieve this rating?  How many other
ratings does General Electric have, and where does level three
rank?

27. We note that among your keys to success are "local company
office," "local employees," and "local merchant affiliation."

* Please define what you believe to be your geographic markets.
* State whether you have an office in each of these markets, and
state how many customer service and repair personnel are stationed
in
each market.
* Explain what a "local merchant affiliation" is and how it
benefits
your business.  Also, identify your principal merchant
affiliations.

28. We note you have state of the art technology.  Please discuss
the
characteristics of your technology that make it state of the art.

29. We note your industry is a "new industry undeveloped in area."
Please discuss this point in more detail.  For example, how far
away
is your nearest competitor?  Are there any substantial barriers to
entry if a competitor decides to attempt to enter your area?
Also,
you state in the next section that the Pitkin, Garfield, and Eagle
county areas are serviced by a few alarm companies, and you refer
on
page 13 to "several local competitors."  Since there are other
companies, please clarify how you are defining "undeveloped."

Security Systems and Services, page 13

30. Please describe each of your services and products in more
detail.  For example, describe the advantages and limitations of
each.  State the percentage of your revenues attributable to each
one.

31. It appears your business may be substantially dependent upon
your
contract with GE, especially considering that your level three GE
rating is a part of your business model.  If you have any material
written agreements with GE, please file them as exhibits and
discuss
their material terms in the body of your filing.  See Item
601(b)(10)
of Regulation S-B.

Use of Proceeds, page 16

32. We note you plan to use $100,000 of the proceeds to discharge
long-term debt.  Please state the interest rate and maturity of
this
debt.  If the debt was incurred less than a year ago, describe the
use of the proceeds of that debt other than short-term borrowings
used for working capital.  See Instruction 1 to Item 504 of
Regulation S-B.

33. Also, please identify the party to whom you owe the debt.  If
the
creditor is an affiliate of your company, you should explain the
affiliation.  If the proceeds will first go to pay indebtedness
owed
to an affiliate, you should also consider a separate risk factor.

34. We note you plan to purchase new accounts with the offering
proceeds.  To the extent known, please identify the seller of
these
accounts and discuss any terms of the sale that have been
determined.

35. Please identify with more specificity what you mean by
"working
capital."  How will these funds be used, and how much will be
spent
on each use?

36. We note the disclosure that you may use a NASD registered
broker/dealer to sell the offering.  Please be aware that if you
do
so, you will need to amend the filing post-effectively to identify
the broker/dealer, seek approval of the underwriting or sales
arrangements with the NASD, and engage an escrow agent to hold
funds
if they have not already reached their minimum of $300,000.  You
would also need to file the sales or underwriting agreement and
the
executed escrow agreement as an exhibit and identify the escrow
agent
in the post-effective amendment.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 18

37. To better understand your reported results of operations,
please
disclose your critical accounting estimates.  Please refer to
Release
No. FR-72.  For example, please discuss the following:

a) What activities result in deferred income and how does
management
determine the amounts to recognize in current periods as well as
the
amounts to defer?

On page 11, you disclose that "b) typically, customers sign alarm
monitoring contracts that include a bundled monthly charge for
monitoring and extended service protection."  Please disclose how
you
allocate the bundled monthly charges to the various revenue
activities.

Trends and Uncertainties, page 18

38. You assert in your discussion of investing activities that
your
"cash flow should increase due to the fact that [you] will receive
an
aggregate of $2,270 in monthly fees" from your purchase of
contracts
in 2004.  The assertion that you will receive $2,270 in monthly
fees,
or approximately $27,000 per year, assumes no cancellations by the
customers.  Please discuss the uncertainties relating to customer
cancellations of existing contracts.

Financing Activities, page 18

39. It appears the $87,750 in proceeds from the sale of 1,755,000
common shares in 2004 significantly impacted your cash position
and
equity.  Considering the lack of a public market for your common
shares, as well as the material impact of this change in equity
and
cash position, please expand your discussion to disclose the facts
and circumstances related to this financing and the relationship
of
the investors to Protective.

40. We note the discussion of the note from Corrections Systems
International.  Please consider whether this note should be filed
pursuant to Item 601(b)(10) of Regulation S-B.  If you do not
believe
it needs to be filed, please provide us with a supplemental
analysis
supporting your determination.

Results of Operations, page 18

41. You disclose that sales increased significantly in 2004 "due
to
increased operations and the purchase of the security monitoring
contracts."  Please expand your discussion to provide meaningful
analysis and insight as to how and why sales increased for each
type
of revenue line item.   Please revise your discussion of other
statement of operations line items, accordingly.

Persons Beneficially Owning More than 5% of Outstanding Common
Stock,
page 23

42. Please disclose that the beneficial ownership table includes
shares that the shareholders have the right to acquire within 60
days.  See Rule 13d-3(d)(1)(i) under the Exchange Act.

43. Please identify the natural person(s) who controls Plymouth
Capital.

Certain Relationships and Related Transactions, page 24

44.