<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

===============================================================================


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                        UNIVERSAL GUARDIAN HOLDINGS, INC.
        ----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                                                          <C>
                    Delaware                                                                 33-0379106
-------------------------------------------------                              --------------------------------------
(State or other jurisdiction of incorporation or                                (I.R.S. Employer Identification No.)
 organization)

          5759 Fleet Street, Suite 110
              Carlsbad, California                                                              92008
--------------------------------------------------                              --------------------------------------
    (Address of principal executive offices)                                                 (Zip Code)

</TABLE>

                        2003 Incentive Equity Stock Plan
    ------------------------------------------------------------------------
                            (Full title of the plan)

                               Michael J. Skellern
                          5759 Fleet Street, Suite 110
                           Carlsbad, California 92008
                                 (760) 579-0808
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------- ------------------- -------------------- --------------------- --------------------
                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
 TITLE OF SECURITIES TO      AMOUNT TO BE     OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
     BE REGISTERED            REGISTERED           SHARE (3)              PRICE           REGISTRATION FEE
------------------------- ------------------- -------------------- --------------------- --------------------
<S>                          <C>                     <C>                <C>                    <C>
Shares covered by
Reoffer Prospectus.          1,073,000(1)            $2.00              $2,146,000             $173.61
------------------------- ------------------- -------------------- --------------------- --------------------
Shares issuable under
the Plan                     1,325,000(2)            $2.00              $2,650,000             $214.39
------------------------- ------------------- -------------------- --------------------- --------------------
Total                         2,398,000                                 $4,796,000             $388.00
------------------------- ------------------- -------------------- --------------------- --------------------
</TABLE>

(1) 1,073,000 shares represents 548,000 common shares and 525,000 purchase
option shares that are issuable to Mr. Thomas Pernice pursuant to a consulting
agreement. Mr. Pernice is a director of the Registrant and therefore deemed to
be a control person

(2) 1,325,000 shares of common stock of Universal Guardian Holdings, Inc. are
being registered for issuance pursuant to the 2003 Incentive Equity Stock Plan.

(3) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of 1933, the
price per share and aggregate offering price are based upon the average closing
bid ask price of the Common Stock of the Registrant as traded in the
Over-The-Counter Market and reported in the Electronic Bulletin Board of the
National Association of Securities Dealers on April 23, 2003.


                                       1
<PAGE>


                                EXPLANATORY NOTES

         Universal Guardian Holdings, Inc., a Delaware corporation, hereby files
this Registration Statement on Form S-8 filed with the Securities and Exchange
Commission for the purpose of: (1) Registering 1,325,000, shares of the
Registrant's common stock, par value $0.001 per share, issuable pursuant to the
Universal Guardian Holdings, Inc. 2003 Incentive Equity Stock Plan (the "Plan");
(2) Including a reoffer prospectus for the selling security holder to offer for
resale up to 1,073,000 shares of our stock. The reoffer prospectus is filed as
part of the Registration Statement on Form S-8 and has been prepared in
accordance with the requirements of Part I of Form S-3 and may be used for
reoffers of common stock defined as "control securities" under Instruction C to
Form S-8 acquired by "affiliates" (as the term is defined in Rule 405 of the
General Rules and Regulations under the Securities Act of 1933, as amended)
pursuant to stock awards and stock options granted under the Plan.


                                       2
<PAGE>



                                   PROSPECTUS

                        UNIVERSAL GUARDIAN HOLDINGS, INC.
                        1,073,000 SHARES OF COMMON STOCK

         This prospectus relates to the resale by the selling shareholder of up
to 1,073,000 shares of common stock, $.001 par value per share, of Universal
Guardian Holdings, Inc. The selling shareholder may sell the stock from time to
time in the over-the-counter market at the prevailing market price or in
negotiated transactions. The selling price of the shares will be determined by
market factors at the time of their resale.

         The shares were issued to the selling security holder pursuant to stock
options and or awards granted under the 2003 Incentive Equity Plan. All net
proceeds from the sale of the shares of common stock offered by this prospectus
will go to the selling security holder. We will not receive any proceeds from
such sales.

         Our common stock is quoted on the NASD over-the-counter Electronic
Bulletin Board under the symbol UGHO. On April 23 2003, the average of the bid
and asked prices of the common stock on the Bulletin Board was $2.00 per share.

         INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD INVEST IN OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE
INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is April __, 2003

                              ---------------------


                                       3
<PAGE>




         Please read this prospectus carefully. It describes our company,
finances, products and services. Federal and state securities laws require that
we include in this prospectus all the important information that you will need
to make an investment decision.

         You should rely only on the information contained or incorporated by
reference in this prospectus to make your investment decision. We have not
authorized anyone to provide you with different information. You should not
assume that the information in this prospectus is accurate as of any date other
than the date on the front page of this prospectus.

         Some of the statements contained in this prospectus, are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and may involve a number of risks and
uncertainties. Any statements in this prospectus that are not statements of
historical fact may be considered to be forward-looking statements. Written
words such as "may," "will," "expect," "project," "plan on," "believe,"
"anticipate," "estimate," "intends," "goal," "objective," "opportunity," "seek,"
"attempt," "continue," "rapid," "or other variations of these or similar words,
identify forward-looking statements. Actual results and future events may differ
significantly based upon a number of factors, including but not limited to:

     o    significant historical losses and the expectation of continuing
          losses;

     o    the lack of adequate capital fund continuing operations;

     o    acceptance of our services by the proposed customers;

     o    changes in defense or security spending;

     o    competitive pressures from other companies operating in our areas of
          business;

     o    reliance on key strategic relationships and accounts;

     o    the impact of competitive products and services and pricing; and

     o    uncertain protection of our intellectual property.

         Please do not put undue reliance on these forward-looking statements,
which speak only as of the date of this prospectus. In this prospectus, we refer
to Universal Guardian Holdings, Inc. as "we" or "Universal Guardian".


                                    BUSINESS

         Universal Guardian is a Delaware corporation. We are a holding company
and we were originally incorporated in 1989 under the name Guideline Capital
Corporation. Universal Guardian Corporation, a Nevada corporation founded in
March 2001, is our wholly-owned subsidiary.

         Universal Guardian is positioned to be a key player in the Defense and
Homeland Security markets. Our expertise, products, and services includes

                                       4
<PAGE>

harbor, port and coastal security, global container tracking and scanning,
explosives and weapons systems, as well as facility security to military,
government and commercial organizations worldwide. Universal Guardian command,
control and communications platform integrates surveillance, detection, tracking
and response capabilities to provide shared situational awareness, coordinated
operational planning and execution, and optimized force deployment among
military, law enforcement, government and emergency services organizations.

         Our principal executive offices are located at 5759 Fleet Street, Suite
110, Carlsbad, California 92008 and our telephone number is (760) 579-0808. Our
home page on the Internet can be located at http://www.universalguardian.com

                                  RISK FACTORS

         An investment in the common stock offered hereby involves a high degree
of risk. In addition to the other information in this prospectus, the following
risk factors should be considered carefully in evaluating Universal Guardian
Holdings, Inc. and its business.

WE HAVE A LIMITED OPERATING HISTORY AND LIMITED REVENUES.

            We have limited operating history upon which an investor can use to
evaluate our performance and the likelihood of our business success must be
considered in light of the expenses, difficulties and delays frequently
encountered in starting a new business. Our prospects must be considered
speculative, considering the risks, expenses, and difficulties frequently
encountered in the establishment of an early stage business and the investor
must be prepared to loose all or substantially all of his investment.

WE RECEIVED AN OPINION FROM OUR INDEPENDENT AUDITORS FOR THE YEAR ENDED DECEMBER
31, 2002 WHICH RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

            Our consolidated financial statements for the year ended December
31, 2002, indicate that there was substantial doubt as of December 31, 2002
about our ability to continue as a going concern due to our need to generate
cash from operations and obtain additional financing.

THERE IS NO ASSURANCE THAT WE WILL SUCCESSFULLY BRING NEW PRODUCTS TO MARKET.

            We currently have several products and services under development
and there is no assurance that we will be successful with the completion of the
product development of the product and services development or that the products
and services will ever be offered in the marketplace. Our portfolio of products
and services must be considered speculative, considering the risks, expenses,
and difficulties frequently encountered with the development and offering of new
products and services in the market.


WE WILL FACE INCREASED COMPETITION.


                                       5
<PAGE>

            We will face a large and growing number of competitors in a rapidly
changing industry. Many of these competitors have substantially greater
financial, technical and marketing resources, larger customer bases, longer
operating histories, greater name recognition and more established relationships
in the industry than we do. As a result, certain of these competitors may be
able to develop and expand their service offerings more rapidly, adapt to new or
emerging technologies and changes in customer requirements more quickly, take
advantage of acquisition and other opportunities more readily, devote greater
resources to the marketing and sale of their products and services, or
aggressively reduce their sales prices below our costs. We cannot be sure that
we will be able compete successfully with existing competitors or new
competitors.

WE PLAN TO GROW VERY RAPIDLY, WHICH MAY PLACE STRAINS ON OUR MANAGEMENT TEAM AND
OUR OTHER RESOURCES.

            We expect to grow rapidly and significantly expand our operations.
This growth may place a significant strain on our management systems and
resources. We may not be able to implement our business strategy in a rapidly
evolving market without an effective planning and management process. We have a
short operating history and have not implemented sophisticated managerial,
operational and financial systems and controls. We are required to manage
multiple relationships with various strategic partners, technology licensors,
users, advertisers and other third parties. These requirements will be strained
in the event of rapid growth and there can be no assurance that our systems,
procedure or controls will be adequate to support our operations or that our
management will be able to manage growth effectively. To manage the expected
growth of our operations and personnel, we will be required to significantly
improve or replace existing managerial, financial and operational systems,
procedures and controls, and to expand, train and manage our growing employee
base. To accomplish these objectives, we will be required to expand our finance,
administrative and operations staff. There can be no assurance that we will
complete, in a timely manner, the improvements to our systems, procedures and
controls necessary to support our future operations, that management will be
able to hire, train, retain, motivate and manage the required personnel or that
our management will be able to successfully identify, manage and exploit
existing and potential market opportunities.

THE SECURITY, INTELLIGENCE AND COUNTER TERRORISM MARKET MAY NOT DEVELOP AS WE
ANTICIPATE.

            The market for our products and services has only recently begun to
develop and is evolving rapidly. We believe that we will continue to grow as
potential customers assess their security needs. If the market for our products
and services does not grow or grows more slowly than we currently anticipate,
our business, financial condition and operating results would be materially
adversely affected.


WE MAY SUFFER UNINSURED LOSSES OR LOSSES IN EXCESS OF OUR POLICIES.


                                       6
<PAGE>

            We expect to carry comprehensive liability and other business
insurance. However, there is no guarantee that we will be able to arrange for
adequate insurance or any insurance at all. We anticipate, given our proposed
product line, that insurance will be expensive. There are certain types of
extraordinary occurrences, which may be either uninsurable or not economically
insurable. In the event of a major civil disturbance, our operations could be
adversely affected. Should an uninsured loss or a major deductible occur, we
could lose significant revenues and financial opportunities in amounts which
would not be partially or fully compensated by insurance proceeds which could
lead us into insolvency. Significant sums paid for uninsured or under insured
claims will reduce funds available for furthering our business plans. As a
result, our ability to create revenues could be harmed.

WE MAY NEED ADDITIONAL FINANCING.

         If we are unable to generate revenue and profits as we have projected,
we may require additional financing to fund our operations and our current plans
for expansion. A financing may involve incurring debt or selling equity
securities to raise money to pay for increased operating expenses and the
implementation of our business strategy. Management cannot assure an investor
that additional financing will be available to us on commercially reasonable
terms, or at all. If we incur debt, the risks associated with our business and
with owning our stock could increase. If we raise capital through the sale of
equity securities, the percentage ownership of our stockholders would be
diluted. In addition, any new equity securities may have rights, preferences or
privileges senior to those of the holders of our common stock. If we are unable
to obtain additional financing, our ability to fund our operations and execute
our business plan could be materially adversely affected and an investor could
lose all or a significant portion of their investment. Our inability to
adequately fund our operations will also harm our ability to earn revenues.

WE COULD BE ADVERSELY AFFECTED BY THE LOSS OF A STRATEGIC PARTNER OR SOURCE OF
SUPPLY.

         Our business strategy depends on third party suppliers and
manufacturers of our products. Our ability to deliver products to our customers
will require consistent performance of contracted manufacturing facilities and
their ability to operate, produce and deliver products in a timely manner. In
the event that we experience significant disruptions in the manufacture of our
products, we could lose customers and fail to attract new customers, and our
ability to create revenues would suffer. Existing customers may lose confidence
in us, which could lead to lost business. Moreover, if our reputation suffers
because of such disruptions, our ability to attract new customers could be
harmed.

OUR BUSINESS IS AND WILL BE SUBJECT TO PRESENT AND FUTURE GOVERNMENTAL
REGULATION.

         We will rely on revenue being generated from military, law enforcement
and consumer markets worldwide. A substantial portion of our revenue is
projected to come from consumer markets which may require licenses, permits, or
training by certain states. Unforeseen regulatory issues, however, could hinder

                                       7
<PAGE>

or prevent entry into certain markets which would adversely affect our revenue
projections.

WE ARE DEPENDENT ON PRESENT MANAGEMENT.

         Our success also depends in significant part on the continued services
of our key officers. Current senior management, Michael Skellern, Dennis Cole,
Richard Fields, Michael Briola, Joseph Celano and Lee Manko, deliver
complementary military, law enforcement, and consumer, international products
and services development, financial and marketing expertise to us. We have
employment agreements with such individuals. Losing one or more key personnel
could harm our ability to operate profitably, as we will be forced to expend
significant time and money attempting to recover from the loss of one of our key
officers. Diverting working capital to the pursuit of replacement personnel
could harm our ability to move forward with our business plan resulting in
reduced profits.

WE NEED TO HIRE ADDITIONAL QUALIFIED PERSONNEL.

         Our business requires uniquely trained and experienced professionals,
and our success depends in large part upon our ability to attract, develop,
motivate and retain highly skilled personnel. Qualified employees are a limited
resource for the foreseeable future. As a new company with little history, there
can be no assurance that we will be able to engage the services of such
personnel at competitive prices, or at all. If we do not succeed in attracting
qualified personnel, our business will suffer.

UNCERTAINTY OF OUR INTELLECTUAL PROPERTY RIGHTS.

            We rely on a combination of copyright, trademark and trade secret
laws, confidentiality procedures and contractual provisions to protect our
intellectual properties. We have applied for patents to protect our proprietary
products such as the flashlight launcher and the UniGuard platform architecture.
We will continue to apply for patents with products currently under development
for the military, law enforcement and consumer markets. These protections may
not be sufficient and they do not prevent independent third-party development of
competitive products or services. Further, the laws of many foreign countries do
not protect our intellectual property rights to the same extent as the laws of
the United States.

         We will enter into agreements with our employees giving us proprietary
rights to certain technology developed by such employees while employed by us;
however, we cannot represent that a venue court will enforce these agreements.

         Our failure or inability to protect our intellectual property could
have a material adverse effect on our business, financial condition and results
of operations.


                                       8
<PAGE>

         In addition, if we are successful in obtaining a patent, we have no
assurance that our patent does not infringe on the patents or other intellectual
property rights of others. This may result in lawsuits against us.

            We cannot assure that lawsuits would not have a severe adverse
impact on our ongoing operations.

TO DATE, WE HAVE NOT PAID ANY CASH DIVIDENDS AND NO CASH DIVIDENDS WILL BE PAID
IN THE FORESEEABLE FUTURE.

            We do not anticipate paying dividends on our common stock in the
foreseeable future and we cannot assure an investor that funds will be legally
available to pay dividends, or that even if the funds are legally available,
that the dividends will be paid.

OUR COMMON STOCK HAS TRADED SPORADICALLY.

            Our common stock has traded sporadically on the NASDAQ
over-the-counter Electronic Bulletin Board. If a regular, active trading market
should develop; the price for our stock may prove to be volatile. We cannot make
any assurances that our industry, or that stocks in general will sustain their
current market prices.

APPLICABILITY OF "PENNY STOCK RULES" TO BROKER-DEALER SALES OF OUR COMMON STOCK
COULD HAVE A NEGATIVE EFFECT ON THE LIQUIDITY AND MARKET PRICE OF OUR COMMON
STOCK.

            Our common stock is subject to the "penny stock rules" adopted
pursuant to Rule 15g-9 of the Securities and Exchange Act of 1934, as amended,
which apply to non-NASDAQ companies whose common stock trades at less than $5.00
per share or which has a tangible net worth of less than $5,000,000 - or
$2,000,000 if we have been operating for three or more years. The penny stock
rules impose additional sales practice requirements on broker-dealers which sell
such securities to persons other than established customers and institutional
accredited investors. For transactions covered by this rule, a broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to sale.
Consequently, the penny stock rules affect the ability of broker-dealers to sell
shares of our common stock and may affect the ability of shareholders to sell
their shares in the secondary market if such a market should ever develop, as
compliance with such rules may delay and/or preclude certain trading
transactions. The penny stock rules could have an adverse effect on the
liquidity and/or market price of our common stock.



                                       9
<PAGE>

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the shares by the
selling security holder.

                         DETERMINATION OF OFFERING PRICE

         Selling security holder may sell shares covered by this Prospectus at
prevailing market prices or at negotiable prices entered into between the
selling security holder and a purchaser.

                             SELLING SECURITY HOLDER

         The following table provides certain information with respect to the
selling security holder's beneficial ownership of Common Stock as of April 23,
2003, and as adjusted to give effect to the sale of all of the shares offered
hereby.

<TABLE>
<CAPTION>
                                                                                             NUMBER OF SHARES
                                                                                            BENEFICIALLY OWNED
                                                                                            AFTER OFFERING(2)
                                          NUMBER OF SHARES                             ----------------------------
                                          BENEFICIALLY OWNED     NUMBER OF SHARES      NUMBER OF
          NAME                            BEFORE OFFERING        BEING OFFERED         SHARES           PERCENTAGE
------------------------------------      ------------------     ----------------      ----------       -----------
<S>                                           <C>                   <C>                      <C>            <C>
(1)      Thomas J. Pernice                    1,073,000             1,073,000                0              0%
</TABLE>


------------------------------------


(1)  Mr. Pernice is a director of our company. The total amount of 1,073,000
     consist of: 548,000 shares issuable to Mr. Pernice for services rendered
     and 525,000 purchase options. The 525,000 purchase options are detailed as
     follows: 150,000 purchase options underlying a currently exercisable option
     with an exercise price of $.10 per share which expires on October 1, 2007;
     125,000 purchase options underlying a currently exercisable option with an
     exercise price of $1.20 per share which expires on December 3, 2012;
     125,000 purchase options underlying a currently exercisable option with an
     exercise price of $1.50 per share which expires on December 3, 2012 and
     125,000 purchase options underlying a currently exercisable option with an
     exercise price of $1.75 per share which expires on December 3, 2012

(2)  Assumes that all shares will be resold by the selling security holder and
     none will be held by the selling security holder for his own account.

                              PLAN OF DISTRIBUTION

         The selling security holder is free to offer and sell his common shares
at such times, in such manner and at such prices as he may determine. The types
of transactions in which the common shares are sold may include transactions in
the over-the-counter market, including block transactions, negotiated
transactions, the settlement of short sales of common shares or a combination of
such methods of sale. The sales will be at market prices prevailing at the time
of sale or at negotiated prices. Such transactions may or may not involve
brokers or dealers. The selling security holder has advised Universal Guardian

                                       10
<PAGE>

that he has not entered into agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of his shares. The selling
security holder does not have an underwriter or coordinating broker acting in
connection with the proposed sale of the common shares.

         The selling security holder may sell his shares directly to purchasers
or to or through broker-dealers, which may act as agents or principals. These
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders. They may also receive compensation
from the purchasers of common shares for whom such broker-dealers may act as
agents or to whom they sell as principal, or both, which compensation as to a
particular broker-dealer might be in excess of customary commissions.

         The selling security holder also may resell all or a portion of the
common shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of such Rule. Universal Guardian is responsible for all costs, expenses and fees
incurred in registering the shares offered hereby. The selling security holder
is responsible for brokerage commissions, if any, attributable to the sale of
such securities.

                                MATERIAL CHANGES

         See our Form 8-K reports filed with the Securities & Exchange
Commission.

                            DESCRIPTION OF SECURITIES

COMMON STOCK

         The certificate of incorporation of Universal Guardian authorizes it to
issue up to 50,000,000 shares of Common Stock, par value $.001 per share. Of the
50,000,000 shares of Common Stock authorized, 16,288,014 shares are issued and
outstanding as of April 11, 2003.

         Holders of Common Stock are entitled to receive such dividends as may
be declared by the Board of Directors from funds legally available for such
dividends. Universal Guardian may not pay any dividends on the Common Stock
until cumulative dividends on the preferred stock have been paid in full. Upon
liquidation, holders of shares of Common Stock are entitled to a pro rata share
in any distribution available to holders of Common Stock. The holders of Common
Stock have one vote per share on each matter to be voted on by stockholders, but
are not entitled to vote cumulatively. Holders of Common Stock have no
preemptive rights. All of the outstanding shares of Common Stock are, and all of
the shares of Common Stock offered for resale in connection with this prospectus
will be, validly issued, fully paid and non-assessable.


                      INTEREST OF NAMED EXPERTS AND COUNSEL

         The Balance Sheet as of December 31, 2002 ( and the statements of
operations, stockholders' (deficit) equity and cash flows for the year ended
December 31, 2002 and for the period from inception (March 28, 2001), included

                                       11
<PAGE>

in this prospectus, have been included herein in reliance on the report of
Stonefield Josephson, Inc., independent auditors, which includes an explanatory
paragraph on Universal Guardian's ability to continue as a going concern, given
on the authority of that firm as experts in accounting and auditing.



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents are hereby incorporated by reference
into this Registration Statement:

                  (a) The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002, filed by the Registrant with the Commission on April 15,
2003, which contains audited consolidated financial statements for the most
recent fiscal year for which such statements have been filed;

                  (b) The Amendment No. 1 to Current Report on Form 8-K/A, filed
by the Registrant with the Commission on March 24, 2003;

                  (c) The Current Report on Form 8-K, filed by the Registrant
with the Commission on March 15, 2003;

                  (d) In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of such documents.

            You may request a copy of these filings, at no cost, by writing us
at the following address: Universal Guardian Holdings, Inc., 5759 Fleet Street,
Suite 110 Carlsbad, California 92008, or by fax at (818) 773-0906 or by
telephone at (760) 579-0808. You should rely only on the information
incorporated by reference or provided in this prospectus or any supplement.
Universal Guardian has not authorized anyone else to provide you with different
information. The selling security holder will not make an offer of these shares
in any state that does not permit the offer. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date of those documents.

            We are subject to the informational requirements of the Exchange Act
and, accordingly, file reports, proxy statements and other information with the
SEC. The SEC maintains a website that contains reports, proxy statements and

                                       12
<PAGE>

other information regarding us. The address of the SEC website is
http://www.sec.gov.

ITEM 4.           DESCRIPTION OF SECURITIES.

Not Applicable

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article Seventh of the Company's Certificate of Incorporation provides
for indemnification of the Company's officers and directors to the fullest
extent permitted under the General Corporation Law of the State of Delaware
("DGCL").

         Section 145 of the DGCL, as amended, applies to the Company and the
relevant portion of the DGCL provides as follows:

                  (a) A corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.

                  (b) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed

                                       13
<PAGE>

to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnify for such expenses
which the Court of Chancery or such other court shall deem proper.

                  (c) To the extent that a present or former director or officer
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

                  (d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

                  (e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.

                  (f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity and as to action
in another capacity while holding such office.


                                       14
<PAGE>

                  (g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this section.

                  (h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.

                  (i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.

                  (j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                  (k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of Chancery
may summarily determine a corporation's obligation to advance expenses
(including attorneys' fees).

                  The Company maintains insurance for the benefit of its
directors and officers and the directors and officers of its subsidiaries,
insuring such persons against certain liabilities, including liabilities arising

                                       15
<PAGE>

under securities laws. Insofar as indemnification for liabilities arising under
the Securities Act of 1933, may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable. Furthermore, the Company has given
certain undertakings with respect to indemnification in connection with this
Registration Statement.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8.           EXHIBITS.

   5.0      Opinion and Consent from Richardson & Patel, LLP
   10.1     Universal Guardian Holdings, Inc. 2003 Incentive Equity Stock Plan
   23.1     Consent of Stonefield Josephson, Inc.
   23.2     Consent of Richardson & Patel, LLP (included in Exhibit 5.0)


ITEM 9.           UNDERTAKINGS

UNDERTAKINGS.

                  (a) The undersigned Registrant hereby undertakes (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; (2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; (3) to remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and

                                       16
<PAGE>

Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                       17
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles and State of California, on the 23rd day
of April 2003.

                                          UNIVERSAL GUARDIAN HOLDINGS, INC.
                                          By:  /S/ MICHAEL J. SKELLERN
                                             ----------------------------------
                                                   Michael J. Skellern,
                                                   Chief Executive Officer


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael J. Skellern and Richard E.
Fields, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
<S>                                        <C>                                               <C>
 /S/  MICHAEL J. SKELLERN                  Director and  Chief Executive  Officer            April 23, 2003
-------------------------------------
       Michael J. Skellern                (Principal Executive Officer)


/S/  RICHARD E. FIELDS                     Chief Financial Officer                           April 23, 2003
-------------------------------------
      Richard E. Fields                   (Principal Financial and Accounting Officer)


/S/  DENNIS M. COLE                        Director                                          April 23, 2003
-------------------------------------
      Dennis M. Cole


/S/  THOMAS J. PERNICE                     Director                                          April 23, 2003
------------------------------------
      Thomas J. Pernice
</TABLE>

                                       18
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 50135}]
{"company-data": {"conformed-name": "UNIVERSAL GUARDIAN HOLDINGS INC", "cik": "0000859916", "assigned-sic": "7389", "irs-number": "330379106", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104741", "film-number": "03663229"}, "business-address": {"street1": "5795 FLEET STREET,", "street2": "SUITE 110", "city": "CARLSBAD", "state": "CA", "zip": "92008", "phone": "760-579-0808"}, "mail-address": {"street1": "5795 FLEET STREET", "street2": "SUITE 110", "city": "CARLSBAD", "state": "CA", "zip": "92008"}, "former-company": [{"former-conformed-name": "GUIDELINE CAPITAL CORP", "date-changed": "19980804"}, {"former-conformed-name": "HOLLYWOOD PARTNERS COM INC", "date-changed": "19990929"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

===============================================================================

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        UNIVERSAL GUARDIAN HOLDINGS, INC.
        ----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
Delaware                                                                 33-0379106
-------------------------------------------------                              --------------------------------------
(State or other jurisdiction of incorporation or                                (I.R.S. Employer Identification No.)
 organization)

          5759 Fleet Street, Suite 110
              Carlsbad, California                                                              92008
--------------------------------------------------                              --------------------------------------
    (Address of principal executive offices)                                                 (Zip Code)
2003 Incentive Equity Stock Plan
    ------------------------------------------------------------------------
                            (Full title of the plan)

                               Michael J. Skellern
                          5759 Fleet Street, Suite 110
                           Carlsbad, California 92008
                                 (760) 579-0808
CALCULATION OF REGISTRATION FEE
------------------------- ------------------- -------------------- --------------------- --------------------
                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
 TITLE OF SECURITIES TO      AMOUNT TO BE     OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
     BE REGISTERED            REGISTERED           SHARE (3)              PRICE           REGISTRATION FEE
------------------------- ------------------- -------------------- --------------------- --------------------
Shares covered by
Reoffer Prospectus.          1,073,000(1)            $2.00              $2,146,000             $173.61
------------------------- ------------------- -------------------- --------------------- --------------------
Shares issuable under
the Plan                     1,325,000(2)            $2.00              $2,650,000             $214.39
------------------------- ------------------- -------------------- --------------------- --------------------
Total                         2,398,000                                 $4,796,000             $388.00
------------------------- ------------------- -------------------- --------------------- --------------------
(1) 1,073,000 shares represents 548,000 common shares and 525,000 purchase
option shares that are issuable to Mr. Thomas Pernice pursuant to a consulting
agreement. Mr. Pernice is a director of the Registrant and therefore deemed to
be a control person

(2) 1,325,000 shares of common stock of Universal Guardian Holdings, Inc. are
being registered for issuance pursuant to the 2003 Incentive Equity Stock Plan.

(3) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of 1933, the
price per share and aggregate offering price are based upon the average closing
bid ask price of the Common Stock of the Registrant as traded in the
Over-The-Counter Market and reported in the Electronic Bulletin Board of the
National Association of Securities Dealers on April 23, 2003.

                                       1
EXPLANATORY NOTES

         Universal Guardian Holdings, Inc., a Delaware corporation, hereby files
this Registration Statement on Form S-8 filed with the Securities and Exchange
Commission for the purpose of: (1) Registering 1,325,000, shares of the
Registrant's common stock, par value $0.001 per share, issuable pursuant to the
Universal Guardian Holdings, Inc. 2003 Incentive Equity Stock Plan (the "Plan");
(2) Including a reoffer prospectus for the selling security holder to offer for
resale up to 1,073,000 shares of our stock. The reoffer prospectus is filed as
part of the Registration Statement on Form S-8 and has been prepared in
accordance with the requirements of Part I of Form S-3 and may be used for
reoffers of common stock defined as "control securities" under Instruction C to
Form S-8 acquired by "affiliates" (as the term is defined in Rule 405 of the
General Rules and Regulations under the Securities Act of 1933, as amended)
pursuant to stock awards and stock options granted under the Plan.

                                       2
PROSPECTUS

                        UNIVERSAL GUARDIAN HOLDINGS, INC.
                        1,073,000 SHARES OF COMMON STOCK

         This prospectus relates to the resale by the selling shareholder of up
to 1,073,000 shares of common stock, $.001 par value per share, of Universal
Guardian Holdings, Inc. The selling shareholder may sell the stock from time to
time in the over-the-counter market at the prevailing market price or in
negotiated transactions. The selling price of the shares will be determined by
market factors at the time of their resale.

         The shares were issued to the selling security holder pursuant to stock
options and or awards granted under the 2003 Incentive Equity Plan. All net
proceeds from the sale of the shares of common stock offered by this prospectus
will go to the selling security holder. We will not receive any proceeds from
such sales.

         Our common stock is quoted on the NASD over-the-counter Electronic
Bulletin Board under the symbol UGHO. On April 23 2003, the average of the bid
and asked prices of the common stock on the Bulletin Board was $2.00 per share.

         INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD INVEST IN OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE
INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is April __, 2003

                              ---------------------

                                       3
Please read this prospectus carefully. It describes our company,
finances, products and services. Federal and state securities laws require that
we include in this prospectus all the important information that you will need
to make an investment decision.

         You should rely only on the information contained or incorporated by
reference in this prospectus to make your investment decision. We have not
authorized anyone to provide you with different information. You should not
assume that the information in this prospectus is accurate as of any date other
than the date on the front page of this prospectus.

         Some of the statements contained in this prospectus, are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and may involve a number of risks and
uncertainties. Any statements in this prospectus that are not statements of
historical fact may be considered to be forward-looking statements. Written
words such as "may," "will," "expect," "project," "plan on," "believe,"
"anticipate," "estimate," "intends," "goal," "objective," "opportunity," "seek,"
"attempt," "continue," "rapid," "or other variations of these or similar words,
identify forward-looking statements. Actual results and future events may differ
significantly based upon a number of factors, including but not limited to:

     o    significant historical losses and the expectation of continuing
          losses;

     o    the lack of adequate capital fund continuing operations;

     o    acceptance of our services by the proposed customers;

     o    changes in defense or security spending;

     o    competitive pressures from other companies operating in our areas of
          business;

     o    reliance on key strategic relationships and accounts;

     o    the impact of competitive products and services and pricing; and

     o    uncertain protection of our intellectual property.

         Please do not put undue reliance on these forward-looking statements,
which speak only as of the date of this prospectus. In this prospectus, we refer
to Universal Guardian Holdings, Inc. as "we" or "Universal Guardian".

                                    BUSINESS

         Universal Guardian is a Delaware corporation. We are a holding company
and we were originally incorporated in 1989 under the name Guideline Capital
Corporation. Universal Guardian Corporation, a Nevada corporation founded in
March 2001, is our wholly-owned subsidiary.

         Universal Guardian is positioned to be a key player in the Defense and
Homeland Security markets. Our expertise, products, and services includes

                                       4
harbor, port and coastal security, global container tracking and scanning,
explosives and weapons systems, as well as facility security to military,
government and commercial organizations worldwide. Universal Guardian command,
control and communications platform integrates surveillance, detection, tracking
and response capabilities to provide shared situational awareness, coordinated
operational planning and execution, and optimized force deployment among
military, law enforcement, government and emergency services organizations.

         Our principal executive offices are located at 5759 Fleet Street, Suite
110, Carlsbad, California 92008 and our telephone number is (760) 579-0808. Our
home page on the Internet can be located at http://www.universalguardian.com

                                  RISK FACTORS

         An investment in the common stock offered hereby involves a high degree
of risk. In addition to the other information in this prospectus, the following
risk factors should be considered carefully in evaluating Universal Guardian
Holdings, Inc. and its business.

WE HAVE A LIMITED OPERATING HISTORY AND LIMITED REVENUES.

            We have limited operating history upon which an investor can use to
evaluate our performance and the likelihood of our business success must be
considered in light of the expenses, difficulties and delays frequently
encountered in starting a new business. Our prospects must be considered
speculative, considering the risks, expenses, and difficulties frequently
encountered in the establishment of an early stage business and the investor
must be prepared to loose all or substantially all of his investment.

WE RECEIVED AN OPINION FROM OUR INDEPENDENT AUDITORS FOR THE YEAR ENDED DECEMBER
31, 2002 WHICH RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

            Our consolidated financial statements for the year ended December
31, 2002, indicate that there was substantial doubt as of December 31, 2002
about our ability to continue as a going concern due to our need to generate
cash from operations and obtain additional financing.

THERE IS NO ASSURANCE THAT WE WILL SUCCESSFULLY BRING NEW PRODUCTS TO MARKET.

            We currently have several products and services under development
and there is no assurance that we will be successful with the completion of the
product development of the product and services development or that the products
and services will ever be offered in the marketplace. Our portfolio of products
and services must be considered speculative, considering the risks, expenses,
and difficulties frequently encountered with the development and offering of new
products and services in the market.

WE WILL FACE INCREASED COMPETITION.

                                       5
We will face a large and growing number of competitors in a rapidly
changing industry. Many of these competitors have substantially greater
financial, technical and marketing resources, larger customer bases, longer
operating histories, greater name recognition and more established relationships
in the industry than we do. As a result, certain of these competitors may be
able to develop and expand their service offerings more rapidly, adapt to new or
emerging technologies and changes in customer requirements more quickly, take
advantage of acquisition and other opportunities more readily, devote greater
resources to the marketing and sale of their products and services, or
aggressively reduce their sales prices below our costs. We cannot be sure that
we will be able compete successfully with existing competitors or new
competitors.

WE PLAN TO GROW VERY RAPIDLY, WHICH MAY PLACE STRAINS ON OUR MANAGEMENT TEAM AND
OUR OTHER RESOURCES.

            We expect to grow rapidly and significantly expand our operations.
This growth may place a significant strain on our management systems and
resources. We may not be able to implement our business strategy in a rapidly
evolving market without an effective planning and management process. We have a
short operating history and have not implemented sophisticated managerial,
operational and financial systems and controls. We are required to manage
multiple relationships with various strategic partners, technology licensors,
users, advertisers and other third parties. These requirements will be strained
in the event of rapid growth and there can be no assurance that our systems,
procedure or controls will be adequate to support our operations or that our
management will be able to manage growth effectively. To manage the expected
growth of our operations and personnel, we will be required to significantly
improve or replace existing managerial, financial and operational systems,
procedures and controls, and to expand, train and manage our growing employee
base. To accomplish these objectives, we will be required to expand our finance,
administrative and operations staff. There can be no assurance that we will
complete, in a timely manner, the improvements to our systems, procedures and
controls necessary to support our future operations, that management will be
able to hire, train, retain, motivate and manage the required personnel or that
our management will be able to successfully identify, manage and exploit
existing and potential market opportunities.

THE SECURITY, INTELLIGENCE AND COUNTER TERRORISM MARKET MAY NOT DEVELOP AS WE
ANTICIPATE.

            The market for our products and services has only recently begun to
develop and is evolving rapidly. We believe that we will continue to grow as
potential customers assess their security needs. If the market for our products
and services does not grow or grows more slowly than we currently anticipate,
our business, financial condition and operating results would be materially
adversely affected.

WE MAY SUFFER UNINSURED LOSSES OR LOSSES IN EXCESS OF OUR POLICIES.

                                       6
We expect to carry comprehensive liability and other business
insurance. However, there is no guarantee that we will be able to arrange for
adequate insurance or any insurance at all. We anticipate, given our proposed
product line, that insurance will be expensive. There are certain types of
extraordinary occurrences, which may be either uninsurable or not economically
insurable. In the event of a major civil disturbance, our operations could be
adversely affected. Should an uninsured loss or a major deductible occur, we
could lose significant revenues and financial opportunities in amounts which
would not be partially or fully compensated by insurance proceeds which could
lead us into insolvency. Significant sums paid for uninsured or under insured
claims will reduce funds available for furthering our business plans. As a
result, our ability to create revenues could be harmed.

WE MAY NEED ADDITIONAL FINANCING.

         If we are unable to generate revenue and profits as we have projected,
we may require additional financing to fund our operations and our current plans
for expansion. A financing may involve incurring debt or selling equity
securities to raise money to pay for increased operating expenses and the
implementation of our business strategy. Management cannot assure an investor
that additional financing will be available to us on commercially reasonable
terms, or at all. If we incur debt, the risks associated with our business and
with owning our stock could increase. If we raise capital through the sale of
equity securities, the percentage ownership of our stockholders would be
diluted. In addition, any new equity securities may have rights, preferences or
privileges senior to those of the holders of our common stock. If we are unable
to obtain additional financing, our ability to fund our operations and execute
our business plan could be materially adversely affected and an investor could
lose all or a significant portion of their investment. Our inability to
adequately fund our operations will also harm our ability to earn revenues.

WE COULD BE ADVERSELY AFFECTED BY THE LOSS OF A STRATEGIC PARTNER OR SOURCE OF
SUPPLY.

         Our business strategy depends on third party suppliers and
manufacturers of our products. Our ability to deliver products to our customers
will require consistent performance of contracted manufacturing facilities and
their ability to operate, produce and deliver products in a timely manner. In
the event that we experience significant disruptions in the manufacture of our
products, we could lose customers and fail to attract new customers, and our
ability to create revenues would suffer. Existing customers may lose confidence
in us, which could lead to lost business. Moreover, if our reputation suffers
because of such disruptions, our ability to attract new customers could be
harmed.

OUR BUSINESS IS AND WILL BE SUBJECT TO PRESENT AND FUTURE GOVERNMENTAL
REGULATION.

         We will rely on revenue being generated from military, law enforcement
and consumer markets worldwide. A substantial portion of our revenue is
projected to come from consumer markets which may require licenses, permits, or
training by certain states. Unforeseen regulatory issues, however, could hinder

                                       7
or prevent entry into certain markets which would adversely affect our revenue
projections.

WE ARE DEPENDENT ON PRESENT MANAGEMENT.

         Our success also depends in significant part on the continued services
of our key officers. Current senior management, Michael Skellern, Dennis Cole,
Richard Fields, Michael Briola, Joseph Celano and Lee Manko, deliver
complementary military, law enforcement, and consumer, international products
and services development, financial and marketing expertise to us. We have
employment agreements with such individuals. Losing one or more key personnel
could harm our ability to operate profitably, as we will be forced to expend
significant time and money attempting to recover from the loss of one of our key
officers. Diverting working capital to the pursuit of replacement personnel
could harm our ability to move forward with our business plan resulting in
reduced profits.

WE NEED TO HIRE ADDITIONAL QUALIFIED PERSONNEL.

         Our business requires uniquely trained and experienced professionals,
and our success depends in large part upon our ability to attract, develop,
motivate and retain highly skilled personnel. Qualified employees are a limited
resource for the foreseeable future. As a new company with little history, there
can be no assurance that we will be able to engage the services of such
personnel at competitive prices, or at all. If we do not succeed in attracting
qualified personnel, our business will suffer.

UNCERTAINTY OF OUR INTELLECTUAL PROPERTY RIGHTS.

            We rely on a combination of copyright, trademark and trade secret
laws, confidentiality procedures and contractual provisions to protect our
intellectual properties. We have applied for patents to protect our proprietary
products such as the flashlight launcher and the UniGuard platform architecture.
We will continue to apply for patents with products currently under development
for the military, law enforcement and consumer markets. These protections may
not be sufficient and they do not prevent independent third-party development of
competitive products or services. Further, the laws of many foreign countries do
not protect our intellectual property rights to the same extent as the laws of
the United States.

         We will enter into agreements with our employees giving us proprietary
rights to certain technology developed by such employees while employed by us;
however, we cannot represent that a venue court will enforce these agreements.

         Our failure or inability to protect our intellectual property could
have a material adverse effect on our business, financial condition and results
of operations.

                                       8
In addition, if we are successful in obtaining a patent, we have no
assurance that our patent does not infringe on the patents or other intellectual
property rights of others. This may result in lawsuits against us.

            We cannot assure that lawsuits would not have a severe adverse
impact on our ongoing operations.

TO DATE, WE HAVE NOT PAID ANY CASH DIVIDENDS AND NO CASH DIVIDENDS WILL BE PAID
IN THE FORESEEABLE FUTURE.

            We do not anticipate paying dividends on our common stock in the
foreseeable future and we cannot assure an investor that funds will be legally
available to pay dividends, or that even if the funds are legally available,
that the dividends will be paid.

OUR COMMON STOCK HAS TRADED SPORADICALLY.

            Our common stock has traded sporadically on the NASDAQ
over-the-counter Electronic Bulletin Board. If a regular, active trading market
should develop; the price for our stock may prove to be volatile. We cannot make
any assurances that our industry, or that stocks in general will sustain their
current market prices.

APPLICABILITY OF "PENNY STOCK RULES" TO BROKER-DEALER SALES OF OUR COMMON STOCK
COULD HAVE A NEGATIVE EFFECT ON THE LIQUIDITY AND MARKET PRICE OF OUR COMMON
STOCK.

            Our common stock is subject to the "penny stock rules" adopted
pursuant to Rule 15g-9 of the Securities and Exchange Act of 1934, as amended,
which apply to non-NASDAQ companies whose common stock trades at less than $5.00
per share or which has a tangible net worth of less than $5,000,000 - or
$2,000,000 if we have been operating for three or more years. The penny stock
rules impose additional sales practice requirements on broker-dealers which sell
such securities to persons other than established customers and institutional
accredited investors. For transactions covered by this rule, a broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to sale.
Consequently, the penny stock rules affect the ability of broker-dealers to sell
shares of our common stock and may affect the ability of shareholders to sell
their shares in the secondary market if such a market should ever develop, as
compliance with such rules may delay and/or preclude certain trading
transactions. The penny stock rules could have an adverse effect on the
liquidity and/or market price of our common stock.

                                       9
USE OF PROCEEDS

         We will not receive any proceeds from the sale of the shares by the
selling security holder.

                         DETERMINATION OF OFFERING PRICE

         Selling security holder may sell shares covered by this Prospectus at
prevailing market prices or at negotiable prices entered into between the
selling security holder and a purchaser.

                             SELLING SECURITY HOLDER

         The following table provides certain information with respect to the
selling security holder's beneficial ownership of Common Stock as of April 23,
2003, and as adjusted to give effect to the sale of all of the shares offered
hereby.
NUMBER OF SHARES
                                                                                            BENEFICIALLY OWNED
                                                                                            AFTER OFFERING(2)
                                          NUMBER OF SHARES                             ----------------------------
                                          BENEFICIALLY OWNED     NUMBER OF SHARES      NUMBER OF
          NAME                            BEFORE OFFERING        BEING OFFERED         SHARES           PERCENTAGE
------------------------------------      ------------------     ----------------      ----------       -----------
(1)      Thomas J. Pernice                    1,073,000             1,073,000                0              0%
------------------------------------

(1)  Mr. Pernice is a director of our company. The total amount of 1,073,000
     consist of: 548,000 shares issuable to Mr. Pernice for services rendered
     and 525,000 purchase options. The 525,000 purchase options are detailed as
     follows: 150,000 purchase options underlying a currently exercisable option
     with an exercise price of $.10 per share which expires on October 1, 2007;
     125,000 purchase options underlying a currently exercisable option with an
     exercise price of $1.20 per share which expires on December 3, 2012;
     125,000 purchase options underlying a currently exercisable option with an
     exercise price of $1.50 per share which expires on December 3, 2012 and
     125,000 purchase options underlying a currently exercisable option with an
     exercise price of $1.75 per share which expires on December 3, 2012

(2)  Assumes that all shares will be resold by the selling security holder and
     none will be held by the selling security holder for his own account.

                              PLAN OF DISTRIBUTION

         The selling security holder is free to offer and sell his common shares
at such times, in such manner and at such prices as he may determine. The types
of transactions in which the common shares are sold may include transactions in
the over-the-counter market, including block transactions, negotiated
transactions, the settlement of short sales of common shares or a combination of
such methods of sale. The sales will be at market prices prevailing at the time
of sale or at negotiated prices. Such transactions may or may not involve
brokers or dealers. The selling security holder has advised Universal Guardian

                                       10
that he has not entered into agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of his shares. The selling
security holder does not have an underwriter or coordinating broker acting in
connection with the proposed sale of the common shares.

         The selling security holder may sell his shares directly to purchasers
or to or through broker-dealers, which may act as agents or principals. These
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders. They may also receive compensation
from the purchasers of common shares for whom such broker-dealers may act as
agents or to whom they sell as principal, or both, which compensation as to a
particular broker-dealer might be in excess of customary commissions.

         The selling security holder also may resell all or a portion of the
common shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of such Rule. Universal Guardian is responsible for all costs, expenses and fees
incurred in registering the shares offered hereby. The selling security holder
is responsible for brokerage commissions, if any, attributable to the sale of
such securities.

                                MATERIAL CHANGES

         See our Form 8-K reports filed with the Securities & Exchange
Commission.

                            DESCRIPTION OF SECURITIES

COMMON STOCK

         The certificate of incorporation of Universal Guardian authorizes it to
issue up to 50,000,000 shares of Common Stock, par value $.001 per share. Of the
50,000,000 shares of Common Stock authorized, 16,288,014 shares are issued and
outstanding as of April 11, 2003.

         Holders of Common Stock are entitled to receive such dividends as may
be declared by the Board of Directors from funds legally available for such
dividends. Universal Guardian may not pay any dividends on the Common Stock
until cumulative dividends on the preferred stock have been paid in full. Upon
liquidation, holders of shares of Common Stock are entitled to a pro rata share
in any distribution available to holders of Common Stock. The holders of Common
Stock have one vote per share on each matter to be voted on by stockholders, but
are not entitled to vote cumulatively. Holders of Common Stock have no
preemptive rights. All of the outstanding shares of Common Stock are, and all of
the shares of Common Stock offered for resale in connection with this prospectus
will be, validly issued, fully paid and non-assessable.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

         The Balance Sheet as of December 31, 2002 ( and the statements of
operations, stockholders' (deficit) equity and cash flows for the year ended
December 31, 2002 and for the period from inception (March 28, 2001), included

                                       11
in this prospectus, have been included herein in reliance on the report of
Stonefield Josephson, Inc., independent auditors, which includes an explanatory
paragraph on Universal Guardian's ability to continue as a going concern, given
on the authority of that firm as experts in accounting and auditing.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents are hereby incorporated by reference
into this Registration Statement:

                  (a) The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002, filed by the Registrant with the Commission on April 15,
2003, which contains audited consolidated financial statements for the most
recent fiscal year for which such statements have been filed;

                  (b) The Amendment No. 1 to Current Report on Form 8-K/A, filed
by the Registrant with the Commission on March 24, 2003;

                  (c) The Current Report on Form 8-K, filed by the Registrant
with the Commission on March 15, 2003;

                  (d) In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of such documents.

            You may request a copy of these filings, at no cost, by writing us
at the following address: Universal Guardian Holdings, Inc., 5759 Fleet Street,
Suite 110 Carlsbad, California 92008, or by fax at (818) 773-0906 or by
telephone at (760) 579-0808. You should rely only on the information
incorporated by reference or provided in this prospectus or any supplement.
Universal Guardian has not authorized anyone else to provide you with different
information. The selling security holder will not make an offer of these shares
in any state that does not permit the offer. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date of those documents.

            We are subject to the informational requirements of the Exchange Act
and, accordingly, file reports, proxy statements and other information with the
SEC. The SEC maintains a website that contains reports, proxy statements and

                                       12
other information regarding us. The address of the SEC website is
http://www.sec.gov.

ITEM 4.           DESCRIPTION OF SECURITIES.

Not Applicable

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article Seventh of the Company's Certificate of Incorporation provides
for indemnification of the Company's officers and directors to the fullest
extent permitted under the General Corporation Law of the State of Delaware
("DGCL").

         Section 145 of the DGCL, as amended, applies to the Company and the
relevant portion of the DGCL provides as follows:

                  (a) A corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.

                  (b) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed

                                       13
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnify for such expenses
which the Court of Chancery or such other court shall deem proper.

                  (c) To the extent that a present or former director or officer
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

                  (d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

                  (e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.

                  (f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity and as to action
in another capacity while holding such office.

                                       14
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this section.

                  (h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.

                  (i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.

                  (j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                  (k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of Chancery
may summarily determine a corporation's obligation to advance expenses
(including attorneys' fees).

                  The Company maintains insurance for the benefit of its
directors and officers and the directors and officers of its subsidiaries,
insuring such persons against certain liabilities, including liabilities arising

                                       15
under securities laws. Insofar as indemnification for liabilities arising under
the Securities Act of 1933, may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable. Furthermore, the Company has given
certain undertakings with respect to indemnification in connection with this
Registration Statement.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8.           EXHIBITS.

   5.0      Opinion and Consent from Richardson & Patel, LLP
   10.1     Universal Guardian Holdings, Inc. 2003 Incentive Equity Stock Plan
   23.1     Consent of Stonefield Josephson, Inc.
   23.2     Consent of Richardson & Patel, LLP (included in Exhibit 5.0)

ITEM 9.           UNDERTAKINGS

UNDERTAKINGS.

                  (a) The undersigned Registrant hereby undertakes (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; (2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; (3) to remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and

                                       16
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       17
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles and State of California, on the 23rd day
of April 2003.

                                          UNIVERSAL GUARDIAN HOLDINGS, INC.
                                          By:  /S/ MICHAEL J. SKELLERN
                                             ----------------------------------
                                                   Michael J. Skellern,
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael J. Skellern and Richard E.
Fields, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
/S/  MICHAEL J. SKELLERN                  Director and  Chief Executive  Officer            April 23, 2003
-------------------------------------
       Michael J. Skellern                (Principal Executive Officer)

/S/  RICHARD E. FIELDS                     Chief Financial Officer                           April 23, 2003
-------------------------------------
      Richard E. Fields                   (Principal Financial and Accounting Officer)

/S/  DENNIS M. COLE                        Director                                          April 23, 2003
-------------------------------------
      Dennis M. Cole

/S/  THOMAS J. PERNICE                     Director                                          April 23, 2003
------------------------------------
      Thomas J. Pernice
18