SecProbe.io

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Mail Stop 0510

								March 16, 2005

By U.S. mail and facsimile to (303) 245-0521

Mr. Fred C. Boethling
Chief Executive Officer
CapSource Financial, Inc.
2305 Canyon Boulevard, Suite 103
Boulder, CO  80302

RE:  	Form 8-K Item 4.01 filed March 7, 2005
	File # 001-31730

Dear Mr. Boethling:

We have reviewed your filing and have the following comment.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

Exhibit 16

1. The staff has received a SECPS letter from KPMG notifying the
Chief Accountant of the Commission that the registrant`s
auditor/client relationship with CapSource Financial, Inc. has
ceased.  Please file a letter by amendment from your former
accountant, indicating whether or not they agree with your
disclosures in the Form 8-K.

*  *  *  *  *

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please file your supplemental response via EDGAR in response to
this
comment within 5 business days of the date of this letter.  Please
note that if you require longer than 5 business days to respond,
you
should contact the staff immediately to request additional time.
You
may wish to provide us with marked copies of each amended filing
to
expedite our review.  Direct any questions regarding the above to
the
undersigned at (202) 824-5525.

								Sincerely,

								Ryan Rohn
								Staff Accountant
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Mr. Fred C. Boethling
CapSource Financial, Inc.
March 16, 2005
Page 1 of 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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