Exhibit 31.2

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

I,
Steven Kutcher, 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;                                                                                         
|                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                   | b)          evaluated
  the effectiveness of the registrant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 quarterly report based on such evaluation; and                                                                                        
|                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                   | c)          disclosed
  in this report any change in the registrants internal control over financial
  reporting that occurred during the registrants most recent fiscal quarter
  (the registrants fourth fiscal quarter in the case of an annual report) that
  has materially affected, or is reasonably likely to materially affect, the
  registrants internal control over financial reporting;
|                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                          
|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                                                                                                                                                                                                                                   

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 28, 2007 | By: | /s/ Steven J. Kutcher                
|-------------------- | --- | -------------------------------------
|                     |     |                                      
|                     |     | Name: Steven J. Kutcher              
|                     |     | Vice President, Chief
  Financial and
|                     |     | Principal Accounting
  Officer       

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