Exhibit 31.1

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

I, Bryce Knight, 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. I am 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 is made known to me by
          others,  particularly during the period in which this annual report is
          being prepared;
          b) Designed such internal control over financial reporting,  or caused
          such internal control over financial reporting to be designed under my
          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 registrant's disclosure controls
          and procedures  and presented in this report my conclusions  about the
          effectiveness  of the disclosure  controls and  procedures,  as of the
          date of this annual report (the "Evaluation  Date");  and
          d)  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

5. I have disclosed,  based on my 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 over financial reporting


Date:    September 29, 2006                    /s/ Bryce Knight
                                              ----------------------------------
                                              President, Chief Executive Officer
                                              Chief Financial Officer