Exhibit 31.2

                              Photonics Corporation
              Form 10-K for the fiscal year ended December 31, 2005
                  Certification of the Chief Financial Officer
         Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934

I, Mark Lindberg, certify that:

1. I have reviewed this Annual Report on Form 10-K of Photonics Corporation;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statements 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 annual
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
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;

     a) Designed such disclosure controls and procedures 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 registrant's  disclosure controls and
     procedures  as of the date of this annual report (the  "Evaluation  Date");
     and
     c) Presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions);

     a) All  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditor any material weaknesses in internal controls; 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

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  March 29, 2006                                     /s/ Mark Lindberg
                                                         -----------------------
                                                         Chief Financial Officer