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Exhibit 31.2

                      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 annual report on Form 10-K of Sorrento Networks
Corporation (the "Company");

     (2) Based on my knowledge, this annual 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 annual 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 annual 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 annual 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

May 7, 2004


/s/ JOE R. ARMSTRONG
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Joe R. Armstrong