EXHIBIT 31.2

          Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
            Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

I, Pearl Asencio,  the Principal Accounting Officer of Rudy 45 (the "Company" or
the "small business issuer"), certify that:

1.     I have reviewed this annual report on Form 10-KSB of the Company;

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  officer(s)  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)   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

      (c)   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.

                                           /S/ PEARL ASENCIO
                                           -------------------------------------
                                           Name:    Pearl Asencio
                                           Title:   Principal Accounting Officer

Dated:  November 11, 2005