Exhibit 31.2

CERTIFICATIONS
---------------

I, Jay R. Zerfoss, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of Procera Networks,
          Inc.;
     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  13(a)-15(e)  and
          15(d)-15(e))  for  the  registrant and internal control over financial
          reporting  (as  defined  in  Exchange  Act  Rules  13(a)-15(e)  and
          15(d)-15(e)) 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, is made known to us by others within the entity,
               particularly during the period in which this report is being
               prepared;
          b.   Designed  such  internal  control  over  financial  reporting, or
               caused  such  internal  control  over  financial  reporting to be
               designed  under  our supervision, to provide reasonable assurance
               regarding  the  reliability  of  financial  reporting  and  the
               preparation  of  financial  statements  for external purposes, in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls  and  procedures and presented in this annual report our
               conclusions  about  the  effectiveness of the disclosure controls
               and  procedures,  as  of  the  end  of the period covered by this
               annual report based on such evaluation; and
          d.   Disclosed  in  this  annual  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
          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  control  over  financial  reporting.

Date:  March 31, 2005

/s/  Jay R. Zerfoss
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Jay R. Zerfoss
Chief Financial Officer


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