EXHIBIT  31.2  SECTION  302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Danny Wettreich, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of Wincroft, Inc.;

     2.   Based on my knowledge, this annual 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 annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual 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 annual report;

     4.   The registrant's other certifying officers 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 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 registrant, 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 registrant's  disclosure
                    controls  and  procedures  and  presented in this report our
                    conclusions  about the  effectiveness  of the  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 registrant's
                    internal control over financial reporting that occurred
                    during the registrant's most recent fiscal quarter (the
                    registrant's fourth fiscal quarter in the case of an annual
                    report) that has materially affected, or is reasonable
                    likely to materially affect, the registrant's internal
                    control over financial reporting; and

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

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

          Date: June 27, 2006                           /s/ Danny Wettreich
                                                        -----------------------
                                                        Danny Wettreich
                                                        Chief Financial Officer