EX-31.2


RULE
13a-14(a)/15d-14(a) CERTIFICATION OF EDWARD DEESE





RULE
13a-14(a)/15d-14(a) CERTIFICATION





I, Edward
Deese, certify that:





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





2.  Based
on my knowledge, this 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 report;





3.  Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the small business issuer as
of, and for, the periods presented in this report;





4.  The
small business issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) [omitted pursuant to extended
compliance period] for the small business issuer and have:





(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;





(b)  [omitted
pursuant to extended compliance period]





(c)
Evaluated the effectiveness of the small business issuer's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and





(d)
Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business


issuer's
internal control over financial reporting; and





5.  The
small business issuer's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
small business issuer's auditors and the audit committee of the small business
issuer's board of directors (or persons performing the equivalent
functions):





(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and





(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the small business issuer's internal control over
financial reporting.





Dated:
      March 25, 2008
            By:
            /s/  Edward
      DeeseEdward
      Deese,Chief
      Financial Officer