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.   .  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.
     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.




                                 Page 90 of 94
<PAGE>



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.



                                 Page 91 of 94
<PAGE>



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

Signatures:

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





                                 Page 92 of 94