Exhibit 31

                                  CERTIFICATION


      I, Mark Allen, certify that:

1. I have reviewed this  quarterly  report on Form 10-QSB of Technest  Holdings,
Inc.;

2. Based on my  knowledge,  this  quarterly  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. I am 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 my supervision,  to
     ensure that material  information  relating to the small  business  issuer,
     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.  Evaluated  the   effectiveness  of  the  small  business  issuer'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

          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; and

5. I have disclosed, based on my 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 controls over financial reporting.



Date:  November __, 2003                                 By:/s/ MARK ALLEN
                                                            --------------------
                                                                Mark Allen,
                                                                Director