Exibit 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 quarterly report;

3.                    Based on my knowledge, the financial statements, and other
                      financial information included in this quarterly 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
                      quarterly report;

4.                    I (herein the "Certifying Officer") am responsible for
                      establishing and maintaining disclosure controls and
                      procedures (as defined in Exchange Act Rules 13a-14 and
                      15d-14) for the registrant and I have:

a.                    designed such internal controls to ensure that material
                      information relating to the registrant, including its
                      consolidated subsidiaries (collectively the "Company"), is
                      made known to the Certifying Officer by others within the
                      Company, particularly during the period in which this
                      quarterly report is being prepared;

b.                    evaluated the effectiveness of the registrant's internal
                      controls as of a date within 90 days prior to the filing
                      date of this quarterly report (the "Evaluation Date"), and

c.                    presented in this quarterly report the conclusions of the
                      Certifying Officer about the effectiveness of the
                      disclosure controls and procedures based on our evaluation
                      as of the Evaluation Date;

5.                    The registrant's Certifying Officer has disclosed, based
                      on our most recent evaluation, to the registrant's
                      auditors and the audit committee of the registrant's board
                      of directors:

a.                    all significant deficiencies (if any) in the design or
                      operation of internal controls which could adversely
                      affect the registrant's ability to record, process,
                      summarize and report financial data and have identified
                      for the registrant's auditors any material weaknesses in
                      internal controls; and

b.                    any fraud, whether or not material, that involves
                      management or other employees who have a significant role
                      in the registrant's internal controls; and


Date:  August 11, 2004                                 /s/ Mark Allen
                                                       ------------------------
                                                           Mark Allen, Director