Exhibit 31.2

         In connection with the Annual Report on Form 10-K of Winfield Capital
Corp. (the "Company") for the fiscal year ended March 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof, I, R. Scot Perlin, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 302 of the Sarbanes-Oxley Act of 2002, that:

                  1. I have reviewed this Annual Report on Form 10-K of Winfield
Capital Corp;

                  2. Based on my knowledge, this report does not contain any
untrue statement of 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 represent in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this report;

                  4. The Company's other certifying officer 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 control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15)(f)) for the Company and have:

                           a. Designed such disclosure controls and procedures,
                     or caused such internal controls and procedures to be
                     designed under our supervision, to ensure that material
                     information relating to the Company is made known to us by
                     others within the entity, particularly during the period in
                     which this annual 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 Company'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
                     Company's internal control over financial reporting that
                     occurred during the Company's most recent fiscal quarter
                     (the Company's fourth fiscal quarter in the case of an
                     annual report) that has materially affected, or is
                     reasonably likely to materially affect, the Company's
                     internal control over financial reporting; and

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

                           a. All significant deficiencies and material
                     deficiencies in the design or operation of internal control
                     over financial reporting which are reasonably likely to
                     adversely affect the Company'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 Company's internal control over financial reporting.


Dated:  June 18, 2004                     By: /s/ R. SCOT PERLIN
                                              ----------------------------------
                                              R. Scot Perlin
                                              Chief Financial Officer & Director