---

|**Exhibit 31.2**                 
|---------------------------------
|                                 
|**FORM OF OFFICER'S CERTIFICATE**
|**PURSUANT TO SECTION 302**      

I, Patrick Fitzsimmons, certify that:

|1. | I  have reviewed this report on Form 10-KSB / A No. 3 of Alternet Systems 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 small business issuer as  of, and for, the periods presented in this report;        
|   |                                                                                                                                                                                                                                                                                                               
|4. | The  small business issuer’s other certifying officer(s) 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 small business issuer 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 small business issuer, 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. | Designed  such internal control over financial reporting, or caused such internal control  over financial reporting to be designed under our 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. | Disclosed  in this report any change in the small business issuer’s internal control over  financial reporting that occurred during the small business issuer’s most  recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the  case of an annual report) that has materially affected, or is reasonably likely  to materially affect, the small business issuer’s internal control over  financial reporting

|5. | The  small business issuer’s other certifying officer(s) and I have disclosed, based  on our most recent evaluation of internal control over financial reporting, to  the small business issuer’s auditors and the audit committee of the small  business issuer’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
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                         
| | b. | Any  fraud, whether or not material, that involves management or other employees who  have a significant role in the small business issuer’s internal control over  financial reporting.                                                                                                

|Dated: September 8, 2008 | By: | /s/
      Patrick Fitzsimmons
|------------------------ | --- | -----------------------------
|                         |     | Patrick Fitzsimmons          
|                         |     | Principal Financial Officer  

---