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, 2005 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: May 23, 2005                 By: /s/ R. SCOT PERLIN
                                        ------------------------
                                            R. Scot Perlin
                                            Chief Financial Officer & Director