Exhibit 31.2

                               CERTIFICATION UNDER
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Steven J. Kutcher, certify that:

1.   I have reviewed this Amendment No. 1 to quarterly report on Form 10-QSB/A
     of CapSource Financial, Inc.;


2.   Based on my knowledge, this quarterly 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 quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly 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
     quarterly 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, or caused such disclosure
     controls and procedures to be designed under our supervision, to ensure
     that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to me by others within those
     entities, particularly during the period in which this quarterly 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.   We have disclosed, based on our most recent evaluation of internal control
     over financial reporting, 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 and material weaknesses in the design or
     operation of internal controls over financial reporting which are
     reasonably likely to adversely affect the registrant's ability to record,
     process, summarize and report financial data; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's control over
     financial reporting.




     DATE:  January 17, 2007           By: /s/ Steven J. Kutcher
                                           ------------------------
                                       Name: Steven J. Kutcher
                                       Chief Financial and Principal
                                       Accounting Officer