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                                                                    Exhibit 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Anthony J. Miceli, certify that:

1. I have reviewed this report on Form 10-K/A of United Capital 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
   registrant as of, and for, the periods presented in this report;

4. The  registrant's   other  certifying  officer  and  I  are  responsible  for
   establishing and maintaining  disclosure  controls and procedures (as defined
   in Exchange Act Rules  13(a)-15(e)  and  15(d)-15(e)  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. 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

   c. 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 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 officer 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 the  registrant's  board of
   directors (or persons performing the equivalent functions):

   a. All  significant  deficiencies  and material  weaknesses  in the design or
      operation  of  internal   control  over  financial   reporting  which  are
      reasonably likely to 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: April 27, 2007

                                          By: /s/ Anthony J. Miceli
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                                              Anthony J. Miceli
                                              Chief Financial Officer
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