302 CERTIFICATION

I, Frank R. Bauer, certify that:

         1. I have reviewed the annual report on Form 10-KSB of
Proguard Acquisition Corp.;

         2. Based on my knowledge, this annual 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 annual report, fairly present in
all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this report;

         4. The registrant'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))
and internal controls over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's  disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and

      c)  disclosed in this annual report any change in the
registrant?s internal control over financial reporting that occurred
during the registrant?s most recent fiscal quarter (the registrant?s
fourth fiscal quarter in case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant?s internal control over financial reporting; and

         5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant'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 registrant'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
registrant's internal controls over financial reporting.

Date: March 31, 2006               /s/Frank R. Bauer
                                   ----------------------------
                                   Frank R. Bauer
                                   President & Chief Executive Officer



              302 CERTIFICATION

I, Norman Becker, certify that:

         1. I have reviewed the amendment to the annual report on Form
10-KSB of Proguard Acquisition Corp.;

         2. Based on my knowledge, this annual 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 annual report, fairly present in
all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this report;

         4. The registrant'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))
and internal controls over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's  disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and

      c)  disclosed in this annual report any change in the
registrant?s internal control over financial reporting that occurred
during the registrant?s most recent fiscal quarter (the registrant?s
fourth fiscal quarter in case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant?s internal control over financial reporting; and

         5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant'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 registrant'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
registrant's internal controls over financial reporting.

Date: March 31, 2006               /s/Norman Becker
                                   ----------------------------
                                   Norman Becker, CFO