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                      STATEMENT BY CHIEF FINANCIAL OFFICER
                             PURSUANT TO SECTION 302
                                     OF THE
                               SARBANES-OXLEY ACT

I, Joe R. Armstrong, certify that:

       (1) I have reviewed this quarterly report on Form 10-Q of Sorrento
Networks Corporation (the "Company");

       (2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state to a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the end of the period covered by
this quarterly report;

       (3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present 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 quarterly report;

       (4) The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures for the Company
(as defined in Exchange Act Rules 13a-15(e) and 15d-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 quarterly report is being prepared;

             (b) 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

             (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 (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

              The registrant's other certifying officer(s) 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 adversely 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
       controls; and


September 15, 2003                                   /s/  JOE R. ARMSTRONG
                                               --------------------------------
                                               Joe R. Armstrong