**Exhibit 31.2**

 

Certifications Pursuant to Section 302 

of the Sarbanes-Oxley Act of 2002****

 

I, Curtis J. Parker, certify that: 

 

1. I have reviewed this quarterlyreport on Form 10-Q of Cotelligent, Inc.; 

 

2. Based on my knowledge, thisquarterly 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 theperiod covered by this quarterly report; 

 

3. Based on my knowledge, thefinancial 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 inthis quarterly report; 

 

4. The registrant’s other certifying officers andI are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant 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 information relating to the registrant, including its consolidated subsidiaries, is made known to us by others with thoseentities, particularly during the period in which this report is being prepared: 

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting andthe preparation of financial statements for external purposes in accordance with generally accepted accounting principles: 

 

(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusion about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and 

 

5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrantsauditors and the audit committee of the registrants board of directors; 

 

(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 registrants ability to record, process, summarize and report financialinformation; and 

 

(b) any fraud, whether or not material, that involvesmanagement or employees who have significant role in the registrants internal control over financial reporting. 

 

Date: May 14, 2004