<PAGE>

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: March 15, 2006

/s/ Edward Deese
------------------------
Edward Deese, CFO