Exhibit 31.2

CERTIFICATION OF CHIEF
FINANCIAL OFFICER UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,
Steven Kutcher, Vice President and Chief Financial Officer of CapSource Financial, Inc.,
certify that:

1.
       I have reviewed this annual report on Form 10-KSB of CapSource Financial, Inc.;

2.
        Based on my knowledge, this annual report does not contain any untrue statement
                    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 officer 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;
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| | b)       

                     evaluated the effectiveness of the registrants disclosure controls and
                    procedures as of a date within 90 days prior to the filing date of this annual
                    report (the Evaluation Date); and
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| | 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;
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5.
       The registrants other certifying officer 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 auditors 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
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6.
       The registrants other certifying officer and I have indicated in this
                    annual report whether or not 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.

A
signed original of this written statement required by Section 302, or other document
authenticating, acknowledging, or otherwise adopting the signature that appears in typed
form within the electronic version of this written statement required by Section 302, has
been provided to CapSource Financial, Inc. and will be retained by CapSource Financial,
Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

|DATE: March 27, 2006 | By: | /s/ Steven J. Kutcher                     
|-------------------- | --- | ------------------------------------------
|                     |     |                                           
|                     |     | Name: Steven J. Kutcher                   
|                     |     | Vice President and Chief Financial Officer

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