Exhibit 31.2

                                 CERTIFICATIONS

I, David M. Otto, certify that:

1. I have reviewed this report on Form 10-QSB of TechAlt, 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 registrant 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 and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
small business issuer and have:

            a) designed such disclosure controls and procedures,  or caused such
      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 quarterly 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)  evaluated  the  effectiveness  of the  small  business  issuer'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 report  based on
      such evaluation; and

            d)  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 that has materially
      affected,  or is reasonably likely to affect,  the small business issuer's
      internal control over financial reporting; and

5. The registrant's other certifying officer and I 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 information; and


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            b) 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.

June 20, 2006



/s/ David M. Otto
-----------------------
David M. Otto
Principal Financial Officer