**Exhibit 31.2**

** **

**CERTIFICATION**

**PURSUANT TO SECTION 302 OF THE SARBANES-OXLEYACT OF 2002**

 

I, Chene Gardner of Alto Group Holdings, Inc.(the “Company”), certify that:

 

1.	I have reviewed this 10-Q of the Company;

 

2.	Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstancesunder 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 otherfinancial information included in this report, fairly present in all material respects the financial condition, results of operationsand cash flows of the Company as of, and for, the periods presented in this report;

 

4.	 As the Company's Principal Financial and Accounting OfficerI am responsible, together with the Company's Principal Executive Officer, for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as definedin Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

a.	Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informationrelating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b.	Designed such internal control over financialreporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

 

c.	Evaluated the effectiveness of the Company'sdisclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.	Disclosed in this report any change inthe Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company'sfourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the Company's internal control over financial reporting; and

 

5.	 As the Company's Principal Financial and Accounting OfficerI have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company's auditors andthe audit committee of the Company's board of directors (or persons performing the equivalent functions):

 

a.	All significant deficiencies and materialweaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affectthe Company's ability to record, process, summarize and report financial information; and

 

b.	Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the Company's internal control over financial reporting.

 

Date:	October 20, 2011

 

/s/ Chene Gardner

Chene Gardner

Principal Financial and Accounting Officer