**Exhibit      31.2**

**CERTIFICATION**

| 1.     | I                  have reviewed this quarterly report on Form 10-QSB of Technest                  Holdings,                  Inc.;                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
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| 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;                                                                                    |
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| 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;                                                                                                                              |
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| 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:                                                                                                                                                                                       |
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|   | (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; |
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|   | (b)                  [intentionally omitted];                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | (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                                                                                                                        |
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|   | (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 first fiscal quarter that has materially affected,                  or is                  reasonably likely to materially affect, the small business issuer's                  internal control over financial reporting; and                                                                                   |
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| 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 to the audit                  committee of the small business issuer’s board of directors (or persons                  performing the equivalent functions):                                                                                                          |
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|   | (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                                                                                                                                                   |
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|   | (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.                                                                                                                                                                                                                                                                                          |

| **Date:                  May 22, 2006** | **/s/                  **Gino                  M. Pereira**** |
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|                                    | **Gino                    M. Pereira**                        |
|                                    | **Chief                  Financial Officer**                  |