Exhibit 14

                              PHOTONICS CORPORATION
                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

The  conduct of Senior  Financial  Officers  shall be  governed  by this Code of
Ethics,  pursuant  to Section 406 of the  Sarbanes-Oxley  Act, in order to deter
wrongdoing and to promote:

o    Honest and ethical  conduct,  including  the ethical  handling of actual or
     apparent   conflicts  of  interest   between   personal  and   professional
     relationships;

o    Full, fair, accurate,  timely and understandable  disclosure in reports and
     documents  that a company files with, or submits to, the  Commission and in
     other public communications made by the Company;

o    Compliance with applicable governmental laws, rules and regulations;

o    The prompt internal  reporting of violations of the Code to the appropriate
     person or persons identified in the Code; and

o    Accountability for adherence to the Code.

1. The Chief Executive Officer, the Chief Financial Officer, the Controller, and
other senior officers performing  financial  management functions shall maintain
the highest standards in performing their duties.

Federal law requires the Company to set forth  guidelines  pursuant to which the
principal  executive officer and senior financial  management  employees perform
their duties.  Employees subject to this requirement include the chief executive
officer,  the chief financial officer,  controller or chief accounting  officer,
and any person who performs similar functions (the "Senior Financial Officers").
However,  the  Company  expects  that  all  employees  who  participate  in  the
preparation  of any part of the  Company's  financial  statements  should follow
these guidelines:

o    Act with honesty and integrity,  avoiding violations of the Code, including
     actual or apparent  conflicts of interest  with the Company in personal and
     professional relationships.

o    Disclose to any Ethics  Committee  designated  by the Board of Directors to
     administer this Code of Ethics, or to the full Board of Directors if Ethics
     Committee has been appointed, any material transaction or relationship that
     reasonably  could be expected to give rise to any  violations  of the Code,
     including actual or apparent conflicts of interest with the Company.

o    Provide the  Company's  other  employees,  consultants,  and advisors  with
     information that is accurate,  complete,  objective,  relevant, timely, and
     understandable.

o    Endeavor  to  ensure  full,  fair,  timely,  accurate,  and  understandable
     disclosure   in  the   Company's   periodic   reports   and  other   public
     communications.

o    Comply with all applicable  governmental  laws, rules and regulations,  and
     adhere to the standards and  restrictions  imposed by those laws, rules and
     regulations.

o    Act  in  good  faith,  responsibly,  and  with  due  care,  competence  and
     diligence, without knowingly misrepresenting material facts, causing others
     to misrepresent material facts, or allowing your independent judgment to be
     subordinated.

o    Respect the  confidentiality of information  acquired in the course of your
     work  except  where  you  have  Company  approval  or where  disclosure  is
     otherwise legally mandated. Confidential information acquired in the course
     of your work will not be used for personal advantage.

o    Proactively promote ethical behavior among peers in your work environment.

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o    Record or  participate  in the recording of entries in the Company's  books
     and records that are accurate to the best of your knowledge.

2. Reporting and Accountability

The Board of Directors  may appoint an Ethics  Committee to be  responsible  for
applying this Code to specific  situations  in which  questions are presented to
it. In the event an Ethics  Committee  is  appointed,  it has the  authority  to
interpret  this  Code  in any  particular  situation.  In the  event  no  Ethics
Committee has been appointed, the Board of Directors shall have the authority to
interpret this Code in any particular  situation.  Any Senior Financial  Officer
who becomes  aware of any existing or potential  breach of this Code is required
to notify the Ethics Committee or the Board of Directors promptly. Failure to do
so is itself a breach of this Code.

Specifically, each Senior Financial Officer must:

o    Notify the Ethics Committee,  if any, or the Board of Directors promptly of
     any existing or potential violation of this Code.

o    Not retaliate  against any employee or Senior Financial Officer for reports
     of potential  violations that are made in good faith. The Ethics Committee,
     if any,  or the Board of  Directors  shall  take all  action  it  considers
     appropriate  to  investigate  any breaches  reported to it. If a breach has
     occurred,  the Company  will take such  disciplinary  action or  preventive
     action as the Board of Directors deems appropriate, after consultation with
     the Ethics Committee, if any.

Specifically,  the Company will follow the following procedures in investigating
and enforcing this Code and in reporting on the Code:

o    Breaches and potential  breaches will be reported to the Ethics  Committee,
     if any, or to the full Board of Directors. The Ethics Committee, if any, or
     the full Board of Directors will take all appropriate action to investigate
     any  breaches  reported to it. If any Ethics  Committee  determines  that a
     breach has  occurred,  it will  inform the Board of  Directors.  Upon being
     notified that a breach has occurred,  the Board will take or authorize such
     disciplinary  or  preventive   action  as  it  deems   appropriate,   after
     consultation  with  the  Ethics  Committee,  if  any,  up to and  including
     dismissal or, in the event of criminal or other serious  violations of law,
     notification of the SEC or other appropriate law enforcement authorities.

Any changes or waivers of this Code will be disclosed in the Company's annual
report on Form 10-KSB.

3. Waivers

Any  waiver  (defined  below)  or an  implicit  waiver  (defined  below)  from a
provision  of this Code is  required to be  disclosed  in the  Company's  Annual
Report on Form  10-KSB or a Report on Form 8-K filed  with the SEC.  A waiver is
defined by SEC rules as a material  departure  from a provision of the Code, and
an implicit  waiver means failure to take action  within a reasonable  period of
time  regarding a material  departure from a provision of the Code that has been
made known to an executive  officer of the Company.  Senior  Financial  Officers
should note that the Company expects full compliance with this Code and does not
intend to grant or to permit waivers from the requirements of this Code.

Other Policies and Procedures

The  Company  may,  from  time to time,  adopt  other  procedures  and  separate
requirements which are applicable to Senior Financial Officers and others.

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This Code of Ethics has been approved by the Board of Directors.

Signatures:

 /x/ Mark Lindberg
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Mark Lindberg, President, CFO, and sole director
Dated: December 31, 2004