Exhibit 31.2

         In connection with the Quarterly Report on Form 10-Q/A of Winfield
Capital Corp. (the "Company") for the period ended September 30, 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 Quarterly Report on Form 10-Q/A 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:  February 9, 2005               By: /s/ R. SCOT PERLIN
                                           -------------------------------------
                                           R. Scot Perlin
                                           Chief Financial Officer
                                           & Director

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