302 CERTIFICATION

I, Frank Bauer, certify that:

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

         2. Based on my knowledge, this quarterly 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 quarterly 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 officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 12a-14) 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 are 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) designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;

      c) evaluated the effectiveness of the small business'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;

      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 most recent fiscal quarter (the small
business issuer?s fourth fiscal quarter in the case of an annual
report) 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 officer(s) 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.


Date: December 5, 2005             /s/Frank Bauer
                                   ----------------------------
                                   Frank Bauer
                                   Chief Executive Officer




               302 CERTIFICATION

I, Norman Becker, certify that:

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

         2. Based on my knowledge, this quarterly 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 quarterly 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 officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 12a-14) 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 are 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) designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;

      c) evaluated the effectiveness of the small business'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;

      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 most recent fiscal quarter (the small
business issuer?s fourth fiscal quarter in the case of an annual
report) 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 officer(s) 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.


Date: December 5, 2005             /s/Norman Becker
                                   ----------------------------
                                   Norman Becker
                                   Chief Financial Officer