**Certification
Pursuant to Rule 13A-14**
 **Under
the Securities Exchange Act of 1934, As Amended**
 **(Section 302
of the Sarbanes-Oxley Act of 2002)**
 
 I, **J.
Michael Poss** , certify
that:
 
 1.  I have
reviewed this annual report on Form 10-KSB/A of Lighting Science Group
Corporation for the fiscal year ended December 31, 2004;
 
 2.  Based on
my knowledge, this annual 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 annual report;
 
 3.  Based on
my knowledge, the financial statements, and other financial information included
in this annual 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 annual report;
 
 4.  The small
business issuer's other certifying officers 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 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 annual report is being prepared;
 
 b)  evaluated
the effectiveness of the small business issuer's disclosure controls 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 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 controls 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 controls 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 controls over financial reporting which are reasonably 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 controls over
financial reporting.
 
 
 Date:  May 2,
2005
 
 /s/**J.
Michael Poss**
 J. Michael Poss, Chief Financial Officer