Exhibit 31.2
                               CERTIFICATION UNDER
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven J. Kutcher, the person performing the function of Chief Financial
Officer of CapSource Financial, Inc., 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-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
         me 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 annual 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 control 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:  April 8, 2005                By:  /s/ Steven J. Kutcher
                                                  ------------------------------
                                                  Name: Steven J. Kutcher
                                                  Person performing function of
                                                  Chief Financial Officer