Exhibit 31.2

                                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 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) 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  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 12, 2005                              /s/ Norman Becker
                                                     ---------------------------
                                                     Norman Becker
                                                     Chief Financial Officer