Exhibit 31.2

      In connection with the Quarterly Report on Form 10-Q of Winfield Capital
Corp. (the "Company") for the period ended June 30, 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 Quarterly Report on Form 10-Q 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 quarterly
                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 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
Board of Directors (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:  August 12, 2005             By: /s/ R. SCOT PERLIN
                                        ------------------------------------
                                        R. Scot. Perlin
                                        Chief Financial Officer & Director

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