UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended September 30, 2002

  [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
      For the transition period from _________________ to _________________

                        Commission file number 000-27023

                             Technest Holdings, Inc.
        (Exact name of small business issuer as specified in its charter)

           Nevada                                   88-0357272
 (State or other jurisdiction of           (IRS Employer Identification No.)
   incorporation or organization)

                90 Grove Street, Suite 205, Ridgefield, CT 06877
                    (Address of principal executive offices)

          Issuer's telephone number, including area code: 203-431-1611


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X __ No__

The number of shares outstanding of each of the issuers classes of common stock
as of December 30, 2002 is 41,170,692 shares, all in one class of common stock,
$.001 par value.

Transitional Small Business Disclosure Format (Check one): Yes [  ] No [X]

<PAGE>

Part I.  Financial Information

Item 1.   Financial Statements (Unaudited)

                    TECHNEST HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002
                                   (Unaudited)


                                     ASSETS

Current assets:
  Cash                                                    $                  34
  Other receivables                                                       4,002
  Prepaid expenses                                                       27,125
                                                            --------------------
   Total current assets                                                  31,161

Property and equipment                                                    2,142

Investments                                                              41,720
                                                            --------------------
                                                          $              75,023
                                                            ====================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses                   $           2,325,519
                                                            --------------------
   Total current liabilities                                          2,325,519
                                                            --------------------

Stockholders' Deficit:
  Common stock, $.001 par value,
    authorized 495,000,000 shares, issued and
    outstanding 41,170,692 shares                                        41,171
  Subscription receivable                                                (7,035)
  Additional paid in capital                                         14,999,286
  Accumulated deficit                                               (17,283,918)
                                                            --------------------
   Total stockholders' deficit                                       (2,250,496)
                                                            --------------------
                                                          $              75,023
                                                            ====================


                 See notes to consolidated financial statements

<PAGE>

                    TECHNEST HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    Unaudited

<TABLE>
<CAPTION>

                                                     Three Months September 30,              Nine Months September 30,
                                                 ------------------------------------   ------------------------------------
                                                       2002               2001                2002               2001
                                                 -----------------   ----------------   -----------------  -----------------

<S>                                                     <C>                     <C>              <C>                <C>
Revenues:
       Realized gain (loss) on sales
        of investments                           $       (433,250)    $    1,165,751  $         (670,789) $       2,202,847
       Change in unrealized loss on investments          (178,590)                 -             226,335                  -
       Rental and other income                                  -                  -              81,908                  -
                                                 -----------------   ----------------   -----------------  -----------------

Total revenues                                           (611,840)         1,165,751            (362,546)         2,202,847

General and administrative expenses                        86,802            721,689           3,343,045          1,860,703
                                                 -----------------   ----------------   -----------------  -----------------

Income (loss) from operations                            (698,642)           444,062          (3,705,591)           342,144
                                                 -----------------   ----------------   -----------------  -----------------

Other (income) expenses:
       Interest income                                          -             (6,982)             (1,302)           (40,125)
       Interest expense                                         -             58,502                 615             82,035
                                                 -----------------   ----------------   -----------------  -----------------
Total other (income) expenses                                   -             51,520                (687)            41,910
                                                 -----------------   ----------------   -----------------  -----------------

Net income (loss) before extraordinary gain              (698,642)           392,542          (3,704,904)           300,234

Extraordinary gain - Forgiveness of debt                        -                  -                   -            100,000
                                                 -----------------   ----------------   -----------------  -----------------

Net income (loss)                             $          (698,642)    $      392,542  $       (3,704,904) $         400,234
                                                 =================   ================   =================  =================


BASIC NET INCOME (LOSS) PER
   COMMON SHARE                               $             (0.02)$             0.01               (0.10)              0.01
                                                 =================   ================   =================  =================

NUMBER OF SHARES USED IN CALCULATING
 BASIC NET INCOME (LOSS) PER SHARE                     39,940,825         35,883,240          38,035,089         35,883,240
                                                 =================   ================   =================  =================

DILUTED NET INCOME (LOSS) PER
   COMMON SHARE                               $             (0.02)$             0.01 $             (0.10)$             0.01
                                                 =================   ================   =================  =================

NUMBER OF SHARES USED IN CALCULATING
 DILUTED NET INCOME (LOSS) PER SHARE                   39,940,825         36,016,234          38,035,089         35,927,571
                                                 =================   ================   =================  =================
</TABLE>


                 See notes to consolidated financial statements
<PAGE>

                    TECHNEST HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                         Nine Months Ended September 30,
                                                                     ----------------------------------------
                                                                            2002                 2001
                                                                     -------------------  -------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                  <C>                  <C>
  Net income (loss) from operations                                  $       (3,704,904)  $          400,234
                                                                     -------------------  -------------------

  Adjustments to reconcile net income
   (loss) to net cash used in operating
    activities:
      Depreciation and amortization                                             102,013              201,794
      Write-off of note receivable                                                    -              299,256
      Unrealized gain on securities                                            (226,235)                   -
      Loss on sale of property and equipment                                    402,448                    -
      Loss on abandonment of leasehold                                          155,324                    -
      Issuance of stock for payment of note payable                             (44,089)
      Realized loss on sale of securities                                       784,250                    -

  Changes in assets and liabilities:
      Certificate of deposit                                                    466,192                    -
      Accounts receivable                                                         1,566                3,887
      Prepaid expenses                                                           34,555               52,835
      Other receivables                                                         121,604                5,263
      Other assets                                                                    -                    -
      Accounts payable and accrued expenses                                   1,819,978             (469,299)
      Due to broker                                                            (187,500)                   -
      Deferred revenue                                                                -              (56,425)
      Other liabilities                                                               -              (37,381)
                                                                     -------------------  -------------------

                                                                              3,430,106                  (70)
                                                                     -------------------  -------------------

NET CASH USED IN OPERATING ACTIVITIES                                          (274,798)             400,164
                                                                     -------------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITES:
    Proceeds from sale of property and equipment                                 18,000                    -
    Purchase of property and equipment                                           (2,337)             (21,461)
    Sale of investments                                                         104,000              172,000
    Cash acquired upon acquisition                                                    -               28,224
    Notes receivable advances                                                         -             (199,256)
                                                                     -------------------  -------------------

NET CASH USED IN INVESTING ACTIVITIES                                           119,663              (20,493)
                                                                     -------------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payment of notes payable                                                          -             (490,000)
    Proceeds from notes payable                                                  40,000               20,000
                                                                     -------------------  -------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                        40,000             (470,000)
                                                                     -------------------  -------------------

NET INCREASE (DECREASE) IN CASH                                                (115,135)             (90,329)

CASH - BEGINNING OF PERIOD                                                      115,169              716,457
                                                                     -------------------  -------------------

CASH - END OF PERIOD                                                 $               34    $         626,128
                                                                     ===================  ===================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Reduction in cost of investment due
      to cancellation of note payable                                $          634,584  $                 -
                                                                     ===================  ===================
     Reduction in cost of investment
      due to cancellation of accrued interest                        $           88,715  $                 -
                                                                     ===================  ===================
</TABLE>



                 See notes to consolidated financial statements
<PAGE>


                             TECHNEST HOLDINGS, INC.


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1-Basis of Interim Financial Statement Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The results of operations for the interim periods shown in
this report are not necessarily indicative of expected results for any future
interim period or for the entire fiscal year. Technest Holdings, Inc., formerly
Financial Intranet, Inc. (the "Company"), believes that the quarterly
information presented includes all adjustments (consisting only of normal,
recurring adjustments) necessary for a fair presentation in accordance with
generally accepted accounting principles. The accompanying consolidated
financial statements should be read in conjunction with the Company's Annual
Report filed with the Securities and Exchange Commission on April 15, 2002.

Note 2 - Going Concern

The  Company  had  a  working  capital  deficiency  at  September  30,  2002  of
approximately  $2,294,000,  and recorded net losses for the first nine months of
2002 of  approximately  $3,700,000.  This  raises  substantial  doubt  about the
Company's  ability to  continue  as a going  concern.  The  Company's  continued
existence  is  dependent  on its  ability  to obtain  additional  debt or equity
financing and to generate profits from operations.  The Company is continuing to
pursue  additional  equity and debt financing.  There are no assurances that the
Company will receive  additional  equity and debt  financing.  The  accompanying
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of these uncertainties.

Note 3 - Stockholders' Equity

On August 22,  2002,  the Company  issued  4,088,475  shares of common  stock to
satisfy a promissory note.

Note 4 - Subsequent Events

On November 15, 2002 the Company,  Michael Sheppard and Maura Max responded to H
& H Acquisitions' Summary Judgment papers.

Note 5 - Effects of Recently Issued Accounting Pronouncements

In July 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS 141,
Business  Combinations.  SFAS 141 supersedes APB 16,Business  Combinations,  and
SFAS 38, Accounting for Preacquisition  Contingencies of Purchased  Enterprises.
SFAS  141  requires  the  purchase   method  of  accounting   for  all  business
combinations    initiated    after   June   30,   2001   and    eliminates   the
pooling-of-interests  method.  The Company  does not expect the adoption of SFAS
141 to  have a  material  effect  on  its  financial  condition  or  results  of
operations.

In July 2001, the FASB issued SFAS 142,  Goodwill and Other  Intangible  Assets.
SFAS 142 supersedes APB 17, Intangible  Assets,  and requires the discontinuance
of goodwill  amortization.  In addition,  SFAS 142 includes provisions regarding
the  reclassification  of certain existing  recognized  intangibles as goodwill,
reassessment   of  the  useful   lives  of  existing   recognized   intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the testing for impairment of existing goodwill and other intangibles.  SFAS 142
is required to be applied for fiscal years  beginning  after  December 15, 2001,
with certain  early  adoption  permitted.  The Company  adopted SFAS 142 for its
first fiscal quarter of 2002.


<PAGE>

In August  2001,  the FASB  issued  SFAS 143,  Accounting  for Asset  Retirement
Obligations.   SFAS  143  addresses  financial   accounting  and  reporting  for
obligations associated with the retirement of tangible long-lived assets and the
associated  retirement  costs.  The Company does not expect the adoption of SFAS
143  to  have  a  material  effect  on  the  Company's   consolidated  financial
statements.

In October  2001,  the FASB issued SFAS 144,  Accounting  for the  Impairment or
Disposal of Long-Lived  Assets,  which  supersedes SFAS 121,  Accounting for the
Impairment of Long-Lived Assets to be Disposed Of. SFAS 144 addresses  financial
accounting  and  reporting  for the  impairment  of  long-lived  assets  and for
long-lived  assets to be disposed of. However,  SFAS 144 retains the fundamental
provisions of SFAS 121 for: 1) recognition  and measurement of the impairment of
long-lived  assets to be held and used; and 2) measurement of long-lived  assets
to be disposed of by sale.  SFAS 144 is  effective  for fiscal  years  beginning
after December 15, 2001. The Company does not expect the adoption of SFAS 144 to
have a material effect on the Company's consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical  Corrections as
of April 2002." This standard  rescinds SFAS No. 4, "Reporting  Gains and Losses
from  Extinguishment of Debt," and an amendment of that Statement,  SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements" and excludes
extraordinary   item  treatment  for  gains  and  losses   associated  with  the
extinguishment  of debt that do not meet the APB Opinion No. 30,  "Reporting the
Results of  Operations  --  Reporting  the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions"  ("APB 30") criteria.  Any gain or loss on  extinguishment of debt
that was  classified as an  extraordinary  item in prior periods  presented that
does not meet the criteria in APB 30 for classification as an extraordinary item
shall be  reclassified.  SFAS No. 145 also amends SFAS No. 13,  "Accounting  for
Leases," as well as other existing authoritative  pronouncements to make various
technical  corrections,  clarify meanings, or describe their applicability under
changed  conditions.  The Company is  required  to adopt SFAS No. 145  effective
January 1, 2003 and does not expect  that it will have a material  impact on its
financial condition or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities." This standard addresses financial accounting
and reporting for costs associated with exit or disposal activities and replaces
Emerging  Issues Task Force Issue No. 94-3,  "Liability  Recognition for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (including
Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). SFAS No. 146 requires
that a  liability  for costs  associated  with an exit or  disposal  activity be
recognized when the liability is incurred. Under EITF 94-3, a liability for exit
costs,  as defined  in EITF  94-3,  was  recognized  at the date of an  entity's
commitment  to an exit plan.  The  provisions  of SFAS No. 146 are effective for
exit or disposal activities that are initiated by the Company after December 31,
2002.



<PAGE>


Item 2. - Management's Discussion and Analysis of or Plan of Operations

THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE
RELATED NOTES INCLUDED IN THIS form 10-QSB. THIS QUARTERLY REPORT OF FORM 10-QSB
CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE
RISKS AND UNCERTAINTIES, SUCH AS OUR PLANS, OBJECTIVES, EXPECTATIONS AND
INTENTIONS. THESE FORWARD-LOOKING STATEMENTS INCLUDE ALL STATEMENTS THAT ARE NOT
STATEMENTS OF HISTORICAL FACT. YOU CAN IDENTIFY THESE STATEMENTS BY OUR USE OF
WORDS SUCH AS "MAY," "EXPECT," "BELIEVE," "ANTICIPATE," "INTEND," "COULD,"
"ESTIMATE," CONTINUE," `PLANS," OR THEIR NEGATIVES OR COGNATES. SOME OF THESE
STATEMENTS INCLUDE DISCUSSIONS REGARDING OUR FUTURE BUSINESS STRATEGY AND OUR
ABILITY TO GENERATE REVENUE, INCOME AND CASH FLOW. WE WISH TO CAUTION THE READER
THAT ALL FORWARD-LOOKING STATEMENTS CONTAINED IN THIS FORM 10-QSB ARE ONLY
ESTIMATES AND PREDICTIONS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED AS A RESULT OF RISKS FACING US OR ACTUAL EVENTS DIFFERING FROM
ASSUMPTIONS UNDERLYING SUCH FORWARD-LOOKING STATEMENTS. SOME FACTORS THAT COULD
AFFECT OUR RESULTS INCLUDE THOSE THAT WE DISCUSS IN THIS SECTION AS WELL AS
ELSEWHERE IN THIS FORM 10-QSB.

READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS PROSPECTUS. WE WILL NOT UPDATE THESE
FORWARD-LOOKING STATEMENTS UNLESS THE SECURITIES LAWS AND REGULATIONS REQUIRE US
TO DO SO.


Technest Holdings, Inc., ("Technest Holdings" or the "Company") is a Nevada
Corporation that is a Business Development Company and continues to monitor its
investments in its investment Portfolio and wholly owned subsidiary. The company
has its executive offices in Ridgefield, CT and one satellite office in New
York. The company plans to withdraw it certificate to do business as a Business
Development company.

In April 2001, the Company acquired Technest.com, Inc ("Technest") a privately
held development company based in Atlanta, GA. Technest has a corporate strategy
of identifying and accelerating the growth and maturity of talented technology
companies with innovative ideas. This business model fit into the restructuring
of Technest Holdings, Inc. formerly ("Financial Intranet, Inc.") as an emerging
development and growth Company. The acquisition was for 100% of Technest for 90%
of Financial Intranet common stock. The acquisition has been accounted for as a
reverse acquisition under the purchase method for business combinations. The
combination of the two companies was recorded as a recapitalization of Technest,
pursuant to which Technest is treated as the continuing entity.

In January 2002 the Company's subsidiary defaulted on its lease provisions and
the certificate of deposit was liquidated to satisfy the amounts of back rent
that were outstanding under the lease Agreement through March 2002. The balance
of $1,950,000 is still due based on the provisions of the lease which represents
the life of the term of the lease.

Critical Accounting Policies

A summary of significant accounting policies is included in Note 3 to the
audited consolidated financial statements included in the Company's Annual
Report on form 10-KSB for the year ended December 31, 2001. Management believes
that the application of these policies on a consistent basis enables the Company
to provide useful and reliable financial information about the Company's
operating results and financial condition.

Results of operations

Revenue

Realized loss on sales of investments was ($670,789)during the nine months ended
September 30, 2002 as compared to a gain of $2,202,847 for the nine months ended
September 30, 2001. Change in unrealized loss on investments was $226,335 during
the nine months ended September 30, 2002 as compared to $-0- for the nine months
ended  September 30, 2001.  Rental and other income was $81,908  during the nine
months  ended  September  30, 2002 as compared to $-0- for the nine months ended
September 30, 2001.

<PAGE>

Selling, general and administrative expenses

Selling, general and administrative expenses for the nine months ended September
30, 2002 were  $3,343,045  as compared to  $1,830,703  for the nine months ended
September 30, 2001.

The remaining lease payments of the existing lease in the amount of $1,950,000
was accrued during the nine months ended September 30, 2002.

Depreciation and amortization

Depreciation  and  amortization  consists  primarily of depreciation of computer
equipment,  furniture,  amortization of software development costs. Depreciation
and  amortization  was $102,013 for the nine months ended September 30, 2002 and
$201,794  for the  nine  months  ended  September  30,  2001.  The  decrease  in
depreciation and amortization is due to no capital  expenditures made during the
second quarter of fiscal 2002.

Income taxes

No provision  for federal and state income taxes has been recorded in the second
quarter of 2002 and 2001.  The net operating  losses will be available to offset
any future taxable income. Given the Company's limited operating history, losses
incurred to date and the difficulty in accurately  forecasting  future  results,
management  does  not  believe  that the  realization  of the  potential  future
benefits  of these  carry  forwards  meets the  criteria  for  recognition  of a
deferred  tax  asset  required  by  generally  accepted  accounting  principles.
Accordingly, a full 100% valuation allowance has been provided.

Liquidity and capital resources

Cash and cash  equivalents  were $34 and  $115,169 at June 30, 2002 and December
31, 2001, respectively.

The Company had a working  capital  deficiency  of  $2,294,358  at September 30,
2002.  Net cash used in operating  activities was $(274,798) for the nine months
ended  September  30, 2002.  Cash used in  operating  activities  was  primarily
attributable  to net loss of  $(3,704,904)  off set by a  decrease  in  accounts
payable  and  accrued   expenses  of  $1,819,978  and  non-cash  items  such  as
depreciation and amortization of $102,013.

Net cash provided by investing  activities of $119,663 for the nine months ended
September  30,  2002 was  derived  primarily  from the  sale of  investments  of
$104,000  and  property  and  equipment  of $18,000,  offset by the  purchase of
property and equipment for $(2,337).

Net cash provided by financing activities for the nine months ended September 30
2002 consisted primarily of proceeds from convertible notes payable of $40,000.

We currently have no assured sources for additional financing, and our success
may depend on our ability to obtain further financing.

Effects of Recently Issued Accounting Pronouncements

In July 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS 141,
Business  Combinations.  SFAS 141 supersedes APB 16,Business  Combinations,  and
SFAS 38, Accounting for Preacquisition  Contingencies of Purchased  Enterprises.
SFAS  141  requires  the  purchase   method  of  accounting   for  all  business
combinations    initiated    after   June   30,   2001   and    eliminates   the
pooling-of-interests  method.  The Company  does not expect the adoption of SFAS
141 to  have a  material  effect  on  its  financial  condition  or  results  of
operations.

In July 2001, the FASB issued SFAS 142,  Goodwill and Other  Intangible  Assets.
SFAS 142 supersedes APB 17, Intangible  Assets,  and requires the discontinuance
of goodwill  amortization.  In addition,  SFAS 142 includes provisions regarding
the  reclassification  of certain existing  recognized  intangibles as goodwill,
reassessment   of  the  useful   lives  of  existing   recognized   intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the testing for impairment of existing goodwill and other intangibles.  SFAS 142
is required to be applied for fiscal years  beginning  after  December 15, 2001,
with certain  early  adoption  permitted.  The Company  adopted SFAS 142 for its
first fiscal quarter of 2002.


<PAGE>

In August  2001,  the FASB  issued  SFAS 143,  Accounting  for Asset  Retirement
Obligations.   SFAS  143  addresses  financial   accounting  and  reporting  for
obligations associated with the retirement of tangible long-lived assets and the
associated  retirement  costs.  The Company does not expect the adoption of SFAS
143  to  have  a  material  effect  on  the  Company's   consolidated  financial
statements.

In October  2001,  the FASB issued SFAS 144,  Accounting  for the  Impairment or
Disposal of Long-Lived  Assets,  which  supersedes SFAS 121,  Accounting for the
Impairment of Long-Lived Assets to be Disposed Of. SFAS 144 addresses  financial
accounting  and  reporting  for the  impairment  of  long-lived  assets  and for
long-lived  assets to be disposed of. However,  SFAS 144 retains the fundamental
provisions of SFAS 121 for: 1) recognition  and measurement of the impairment of
long-lived  assets to be held and used; and 2) measurement of long-lived  assets
to be disposed of by sale.  SFAS 144 is  effective  for fiscal  years  beginning
after December 15, 2001. The Company does not expect the adoption of SFAS 144 to
have a material effect on the Company's consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical  Corrections as
of April 2002." This standard  rescinds SFAS No. 4, "Reporting  Gains and Losses
from  Extinguishment of Debt," and an amendment of that Statement,  SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements" and excludes
extraordinary   item  treatment  for  gains  and  losses   associated  with  the
extinguishment  of debt that do not meet the APB Opinion No. 30,  "Reporting the
Results of  Operations  --  Reporting  the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions"  ("APB 30") criteria.  Any gain or loss on  extinguishment of debt
that was  classified as an  extraordinary  item in prior periods  presented that
does not meet the criteria in APB 30 for classification as an extraordinary item
shall be  reclassified.  SFAS No. 145 also amends SFAS No. 13,  "Accounting  for
Leases," as well as other existing authoritative  pronouncements to make various
technical  corrections,  clarify meanings, or describe their applicability under
changed  conditions.  The Company is  required  to adopt SFAS No. 145  effective
January 1, 2003 and does not expect  that it will have a material  impact on its
financial condition or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities." This standard addresses financial accounting
and reporting for costs associated with exit or disposal activities and replaces
Emerging  Issues Task Force Issue No. 94-3,  "Liability  Recognition for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (including
Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). SFAS No. 146 requires
that a  liability  for costs  associated  with an exit or  disposal  activity be
recognized when the liability is incurred. Under EITF 94-3, a liability for exit
costs,  as defined  in EITF  94-3,  was  recognized  at the date of an  entity's
commitment  to an exit plan.  The  provisions  of SFAS No. 146 are effective for
exit or disposal activities that are initiated by the Company after December 31,
2002.

ITEM 3. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report,  the Company carried out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  of the  effectiveness  of the design and operation of the Company's
controls  and  procedures,  as  defined  in  Exchange  Act Rules  13a-14(c)  and
15d-14(c). Based upon that evaluation, the Company's Management,  concluded that
the Company's  disclosure  controls and procedures are effective in enabling the
Company to record,  process,  summarize  and report  information  required to be
included in the Company's periodic SEC filings within the required time period.

There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date the Company carried out its evaluation.

<PAGE>

                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

                  Not applicable

Item 2.           Change in Securities

                  Not applicable

Item 3.           Defaults Upon Senior Securities

                  Not applicable.

Item 4.           Submission of Matters to a Vote of Security Holders

                  None.

Item 5.           Other Information

                  Not applicable.

Item 6.           Exhibits and Reports on Form 8-K.

                  Exhibit 99.1 - Certification of Officer


<PAGE>




                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                       Technest Holdings, Inc.
                                       ------------------------
                                       (Registrant)


Date : December 30, 2002             /s/ Mark Allen
                                       ------------------
                                         Mark Allen, Director

<PAGE>


                                 CERTIFICATION

            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

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

6.         The registrant's Certifying Officer has indicated in this quarterly
           report whether or not there were significant changes in internal
           controls or in other factors that could significantly affect internal
           controls subsequent to the date of our most recent evaluation,
           including any corrective actions with regard to significant
           deficiencies and material weaknesses.

Date: December 30, 2002

                                   /s/ Mark Allen
                                       ------------------
                                       Mark Allen, Director