Lighting Science (LSCG) 10-K 2005 FY Annual report

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 (AS ADOPTED
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002)

In connection with the annual report of Lighting Science Group Corporation (the “Company”) on Form 10-KSB for the year ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen A. Hamilton, Chief Financial Officer of the Company, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and,

2.      The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

A signed original of this written statement required by Section 906 has been provided to Lighting Science Group Corporation and will be retained by Lighting Science Group Corporation and furnished to the Securities and Exchange Commission or its staff upon request.  

Signed on February 8, 2006

/s/  Stephen A. Hamilton

Stephen A. Hamilton, Chief Financial Officer of

Lighting Science Group Corporation