Exhibit 31.2

                                  CERTIFICATION

I, Lawrence Bartlett, certify that:

         1.       I have reviewed this Form 10-KSB/A of Amnis Systems 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 small business  issuer as of,
                  and for, the periods presented in this report;

         4.       The small business issuer'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))  and internal  control over financial
                  reporting  (as defined in  Exchange  Act Rules  13a-15(f)  and
                  15d-15(f)) 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 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 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 (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 control over financial reporting; and

         5.       The small business issuer's other certifying  officer(s) 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 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  control over financial
                  reporting.

Date: August 18, 2003

/s/ Lawrence Bartlett
-----------------------
Lawrence Bartlett
Chief Financial Officer