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EXHIBIT 31.2CERTIFICATIONS

I, Harry Miller, certify that:

1. I have reviewed this 10-KSB of Preferential Equities Corp.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
 information included in this report, fairly present in all material respects
 the financial condition, results of operations and cash flows of the small
 business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) 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 small business issuer and have: 
 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 small business issuer,
  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;
  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;
  Evaluated the effectiveness of the small business issuer'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
  Disclosed in this report any change in the small business issuer's
  internal control over financial reporting that occurred during the small
  business issuer's most recent fiscal quarter (the small business issuer's
  fourth fiscal quarter in the case of an annual report) that has materially
  affected, or is reasonably likely to materially affect, the small business
  issuer's internal control over financial reporting.
5. 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 small business issuer,
  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;
6. 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;
7. Evaluated the effectiveness of the small business issuer'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
8. Disclosed in this report any change in the small business issuer's
  internal control over financial reporting that occurred during the small
  business issuer's most recent fiscal quarter (the small business issuer's
  fourth fiscal quarter in the case of an annual report) that has materially
  affected, or is reasonably likely to materially affect, the small business
  issuer's internal control over financial reporting.



|Date: March 29, 2007 | /s/ Harry Miller                     
|-------------------- | -------------------------------------
|                     | Harry Miller, Chief Financial Officer



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