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 Amendment No. 2 to the annual report on Form 10-KSB/A 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.                                                                                                                                                                                                                                 

|DATE:    August 6 , 2007 | By: | /s/   Steven J. Kutcher            
|------------------------ | --- | -----------------------------------
|                         |     |                                    
|                         |     | Name: Steven J. Kutcher            
|                         |     | Vice President, Chief Financial and
|                         |     | Principal Accounting Officer       

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