Exhibit 31.2


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



         I, Steven J. Kutcher, the Chief Financial Officer of the Company,
certify that:

         1. I have reviewed this report on Form 10-KSB/A of CapSource Financial,
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 registrant as
of, and for, the periods presented in this 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-15(e) and 15d-15(e)) 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
         us by others within those entities, particularly during the period in
         which this 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 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 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


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         adversely affect the registrant'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
         registrant's internal control over financial reporting;



DATE: June 14, 2004                    By: /s/ Steven J. Kutcher
                                           ------------------------------------
                                           Name:  Steven J. Kutcher
                                           Chief Financial Officer