EXHIBIT 31.2
                Rules 13a-15(e) and 15d-15(e) and Rules 13a-15(f)
                  Certification of Principal Financial Officer

I, Mark Lindberg, certify that:

1. I have reviewed  this annual  report for the year ended  December 31, 2004 on
Form 10-KSB of Photonics Corporation;

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  statement 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  officers and I am responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules  13a-15(e) and 15d-15(e)) for of the small business issuer
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  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;
     b) not required.
     c) evaluated  the  effectiveness  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
     d)  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 that has materially affected, or is
reasonably  likely to materially  affect,  the small business  issuer's internal
control over financial reporting; and
5. The small business  issuer's other certifying  officers and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the small business  issuer's  auditors and the audit committee of
the small  business  issuer'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  reasonable
likely to  adversely  affect  the small  business  issuer'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 small business  issuer's  internal
control over financial reporting.

Photonics Corporation

Date: January 17, 2005                  /s/ Mark Lindberg
                                      ------------------------------------------
                                      Mark Lindberg, Principal Financial Officer