SecProbe.io

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

Mail Stop 6010

								July 6, 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, Amendment 1
		Filed June 21, 2005
		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
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 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

If we do not maintain an effective registration statement . . . ,
page 8

1. We note you added this risk factor pursuant to the first bullet
point in comment 4, and we reissue the comment in part.  Please
identify the states in which you plan to qualify the warrants.

You may not be able to exercise your warrants if we exercise . . .
,
page 8

2. We note you added this risk factor pursuant to the second
bullet
point in comment 4, and we reissue the comment in part.  Please
state
whether you would or would not call the warrants during a period
when
an effective prospectus is not available for their exercise.

Sales Goal, page 20

3. We note you added a description of your agreement with GE in
response to comment 31.  You state the sales goal is currently
$6,000
in Program Products per month.  Please state Proguard`s monthly
sales
of Program Products for the most recent three months.

Use of Proceeds, page 23

4. We note the revisions you made pursuant to comments 32 and 33.
It
appears the funds for this offering will first be used to pay off
debt to an affiliate.  Therefore, we reissue comment 33 in part.
Please add a risk factor addressing this issue.

5. In response to comment 36, you state, "No response required."
Please confirm for us that you will comply with the comment if you
engage a NASD member to sell the offering.  For your convenience,
the
comment is repeated below:

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

Trends and Uncertainties, page 26

6. Please expand your revised disclosures in response to comment
38
to discuss the likelihood of customer cancellations and the impact
cancellations will have on future results of operations and
liquidity.

Financing Activities, page 26

7. We acknowledge your response to comment 39.  Please update your
disclosures throughout the filing for these related party
transactions.

Certain Relationships and Related Transactions, page 35

8. We note your response to comment 44, and we reissue the comment
in
part.  Please tell us whether there is a written agreement
pertaining
to the $50,000 loan from Corrections Systems International during
the
year ended December 31, 2003.  If there is, please file the
agreement
and disclose its material terms.

9. We note your response to comment 45, and we reissue the
comment.
Please disclose in your filing how Proguard is related to
Corrections
Systems International and Financial Communications.  In describing
your relationship with Financial Communications, please clarify
how
Diane Martini is affiliated with Proguard.

Consolidated Financial Statements

Consolidated Statements of Operations, page 48

10. We acknowledge your retroactive restatement of your historical
stockholders` equity.  We repeat comment 48 in part and request
that
you also retroactively restate your weighted average number of
common
shares outstanding for periods prior to the transaction.

Notes to Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

Revenue Recognition, page 52

11. We note your response to comment 49 and we reissue the
comment.
Please disclose your accounting policy for the recognition of
revenue
from multiple-deliverable arrangements.  Provide a description and
the nature of your arrangements, including performance,
cancellation,
termination, or refund provisions.  Please refer to the
disclosures
required by paragraph 18 of EITF 00-21.

*	*	*

	As appropriate, please amend your registration statement 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 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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Jason Lawson at (202) 551-3666 or Kevin Woody
at
(202) 551-3629 if you have questions regarding comments on the
financial statements and related matters.  Please contact Greg
Belliston at (202) 551-3861 or me at (202) 551-3710 with any other
questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Ms. Jody Walker, Esq.
	7841 South Garfield Way
	Centennial, CO 80122
??

??

??

??

Ricardo A. Rivera
Proguard Acquisition Corp.
July 6, 2005
Page 1

</TEXT>
</DOCUMENT>