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                                  Exhibit 31.2

              Certification of Principal Financial Officer

I, Edward Deese, certify that:

1.   I have reviewed this amended annual report on Form 10-KSB of CalbaTech,
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 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 small business issuer as of, and
for, the periods presented in this report;

4.   I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) 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
my supervision to ensure  that material  information  relating  to
the  small business issuer,   including  its consolidated
subsidiaries,  is made known to me by others within those entities,
particularly  during  the  period in which  this  report is being
prepared;

     b)  designed such internal controls 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 small business issuer's
disclosure controls and procedures and presented in this report
my 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;

     d)  Disclosed in this report any change in the small business
issuer's internal control over financial reporting that has
occurred during the small business issuer's fiscal quarter that
has materially affected, or is reasonably likely to materially
affect, the small business issuer's internal controls over
financial reporting; and

5.   I have disclosed, based my 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 controls  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 controls; and

6.   The  registrant's  other  certifying  officers and I have
indicated in this 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.

Date: December 21, 2005

/s/ Edward Deese
Edward Deese, CFO


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