<PAGE>

                                                                  Exhibit 31.2

                               Rule 13a - 14(a)
                                 CERTIFICATION
                                 -------------

I, Laurence A. Schiffer, certify that;

1.        I have reviewed this annual report on Form 10-KSB of PGI
          Incorporated;

2.        Based on my knowledge, this report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect
          to the period covered by this report;

3.        Based on my knowledge, the financial statements, and other financial
          information included in this report, fairly present in all material
          respects the financial condition, results of operations and cash
          flows of the small business issuer as of, and for, the periods
          presented in this report;

4.        The small business issuer's other certifying officers and I are
          responsible for establishing and maintaining disclosure controls and
          procedures (as defined in Exchange Act Rules 13a-15(e) and
          15d-15(e)) for the small business issuer and have:

          a)   designed such disclosure controls and procedures, or caused
               such disclosure controls and procedures to be designed under
               our supervision, to ensure that material information relating
               to the small business issuer, including its consolidated
               subsidiaries, is made known to us by others within those
               entities, particularly during the period in which this report
               is being prepared;
          b)   [reserved for future use;]
          c)   evaluated the effectiveness of the small business issuer's
               disclosure controls and procedures and presented in this report
               our conclusions about the effectiveness of the disclosure
               controls and procedures, as of the end of the period covered by
               this report based on such evaluation; and
          d)   disclosed in this report any change in the small business
               issuer's internal control over financial reporting that
               occurred during the small business issuer's fourth fiscal
               quarter that has materially affected, or is reasonably likely
               to materially affect, the small business issuer's internal
               control over financial reporting; and

5.        The small business issuer's other certifying officers and I have
          disclosed, based on our most recent evaluation of internal control
          over financial reporting, to the small business issuer's auditors
          and the audit committee of the small business issuer's board of
          directors (or persons performing the equivalent functions):

          a)   all significant deficiencies and material weaknesses in the
               design or operation of internal control over financial
               reporting which are reasonably likely to adversely affect the
               small business issuer's ability to record, process, summarize
               and report financial information; and
          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the small
               business issuer's internal control over financial reporting.


/s/ Laurence A. Schiffer                                       March 30, 2007
---------------------------------------
Laurence A. Schiffer
Principal Financial Officer