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Exhibit 31.2

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Michael Dearden, certify that:

(1) I have reviewed this annual report for the period ended
  December 31, 2005, of Alternet Systems Inc. (the Registrant).

(2) Based on my knowledge, this amended 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 amended annual report.

(3) [Omitted.]

(4) As the Registrants certifying officer, I am responsible
  for establishing and maintaining disclosure controls and procedures (as defined
  in Exchange Act Rules 13a-15(e) and 15d-15(e)) internal control over financial
  reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 report is being prepared;

(b) Designed such internal control over financial reporting,
  or caused such internal control over financial reporting to be designed under
  my supervision, to provide reasonable assurance regarding the reliability of
  financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrants disclosure
  controls and procedures and presented in this report my 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

(d) 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 amended annual report) that has materially affected, or is reasonably
  likely to materially affect, the Registrants internal control over financial
  reporting; and

(5) I have disclosed, based on my most recent evaluation of
  internal control over financial reporting, to the Registrants auditors
  and the audit committee of the 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 small business issuer's ability to
  record, process, summarize and report financial information; and

(d) 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.

Dated: March 28, 2006

|By:    | /s/ Michael Dearden                    
|------ | ---------------------------------------
|Name:  | Michael Dearden                        
|       |                                        
|Title: | President (principal executive officer)

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