EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

              I, Mark Ellis, certify that:

              1. I have  reviewed  this  annual  report on Form 10-K of  Winsted
Holdings, 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-14 and  15d-14) for the  registrant  and
have:

                  (a) Designed such disclosure controls and procedures 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 annual report is being prepared;

                  (b) Evaluated the effectiveness of the registrant's disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

                  (c) Evaluated the effectiveness of the registrant'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  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 reasonably  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 the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

                  (a) All significant deficiencies in the design or operation of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  (b)  Any  fraud,  whether  or  not  material,   that  involves
management or other  employees who have a significant  role in the  registrant's
internal controls over financial reporting.

         Date: April 28, 2006
                                 /s/  Mark Ellis
                                 -----------------------------------------
                                 Mark Ellis, Chief Financial Officer