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

I, Joe R. Armstrong, Chief Financial Officer of Sorrento Networks Corporation,
certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Sorrento Networks;

     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(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)) for the registrant and we have:

         (a) Designed such disclosure controls and procedures, or caused such
     disclosures 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 the 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 the 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 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 function):

         (a) All significant deficiencies 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
     control over financial reporting


June 11, 2004                                      /s/  JOE R. ARMSTRONG
                                             -----------------------------------
                                             Joe R. Armstrong


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