Exibit 31

                                  CERTIFICATION


          I Mark Allen, certify that:


1.        I have reviewed this quarterly report on Form 10-QSB/A 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.



Date:  December 20, 2004                            /s/ Mark Allen
                                                        ------------------------
                                                        Mark Allen, Director