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, 2003

  [ ] 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 November 6, 2003 is 24,908,870  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

Item1.   Financial Statements (Unaudited)

                       TECHNEST HOLDINGS, INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEET
                                   September 30, 2003
                                   (Unaudited)


                                     ASSETS
Current assets:
         Cash                                                     $        -
                                                                  ==============


                          LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
         Accounts payable and accrued expenses                    $     234,810
         Note payable                                                    32,700
                                                                  --------------
                 Total current liabilities                              267,510
                                                                  --------------
Stockholders' Deficit:
         Preferred stock, $.001 par value,
                 authorized 5,000,000 shares, issued and
                 outstanding -0- shares                                    -
         Common stock, $.001 par value,
                 authorized 495,000,000 shares, issued and
                 outstanding 24,908,870 shares                           24,908
         Subscription receivable                                         (7,035)
         Additional paid in capital                                  15,095,549
         Accumulated deficit                                        (15,380,932)
                                                                  --------------
                 Total stockholders' deficit                           (267,510)
                                                                  --------------
                                                                  $        -
                                                                  ==============











                 See notes to consolidated financial statements
                                        3

<PAGE>

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

<TABLE>
<CAPTION>

                                                     Three Months Ended September 30,    Nine Months Ended September 30,
                                                         2003             2002              2003              2002
                                                     -------------   ---------------     -------------    --------------
Revenues:
<S>                                                  <C>             <C>                 <C>              <C>
      Realized gains on sales of investments         $       -       $     (433,250)     $       -        $    (670,789)
      Change in unrealized loss on investments               -             (178,590)             -              226,335
      Rental and other income                                -                 -                 -               81,908
                                                     -------------   ---------------     -------------    --------------
           Total revenues                                    -             (611,840)             -             (362,546)

General and administrative expenses                        40,335            86,802           128,517         3,343,045
                                                     -------------   ---------------     -------------    --------------
Loss from operations                                      (40,335)         (698,642)         (128,517)       (3,705,591)
                                                     -------------   ---------------     -------------    --------------
Other income                                                 -                 -            2,234,429              -

Interest income/expense, net                                 -                 -                 -                 (687)
                                                     -------------   ---------------     -------------    --------------
Net income (loss)                                    $    (40,335)   $     (698,642)     $  2,105,912     $  (3,704,904)
                                                     =============   ===============     =============    ==============

BASIC AND DILUTED NET INCOME (LOSS) PER
      COMMON SHARE                                   $      (0.00)   $        (0.02)     $       0.07     $       (0.10)
                                                     =============   ===============     =============    ==============
NUMBER OF SHARES USED IN CALCULATING
      BASIC  AND DILUTED NET LOSS PER SHARE            24,908,870        39,940,825        30,329,477        38,035,089
                                                     =============   ===============     =============    ==============
</TABLE>













                 See notes to consolidated financial statements
                                        4

<PAGE>

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


                                                 Nine Months Ended September 30,
                                                       2003             2002
                                                 --------------   --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss) from operations              $   2,105,912    $  (3,704,904)
                                                 --------------   --------------
  Adjustments to reconcile net loss to net cash
       used in operating activities:
  Depreciation and amortization                           -             102,013
  Unrealized gain on securities                           -            (226,235)
  Loss on sale of property and equipment                  -             402,448
  Loss on abandonment of leasehold                        -             155,324
  Write-off of liabilities of subsidiary            (2,234,429)            -
  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
       Prepaid expenses                                   -              34,555
       Other receivables                                  -             121,604
       Accounts payable and accrued expenses            88,942        1,819,978
       Due to broker                                      -            (187,500)
                                                 --------------   --------------
                                                    (2,145,487)       3,430,106
                                                 --------------   --------------
NET CASH USED IN OPERATING ACTIVITIES                  (39,575)        (274,798)
                                                 --------------   --------------
CASH FLOWS FROM INVESTING ACTIVITES:
  Proceeds from sale of property and equipment            -              18,000
  Sale of investments                                     -             104,000
  Purchase of property and equipment                      -              (2,337)
                                                 --------------   --------------
NET CASH PROVIDED BY INVESTING ACTIVITIES                 -             119,663
                                                 --------------   --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable                           32,700           40,000
                                                 --------------   --------------
NET CASH PROVIDED BY
  FINANCING ACTIVITIES                                  32,700           40,000
                                                 --------------   --------------
NET DECREASE IN CASH                                    (6,875)        (115,135)

CASH - BEGINNING OF PERIOD                               6,875          115,169
                                                 --------------   --------------
CASH - END OF PERIOD                             $        -       $          34
                                                 ==============   ==============
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
                                                 ==============   ==============







                 See notes to consolidated financial statements
                                        5

<PAGE>


                             TECHNEST HOLDINGS, INC.


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

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., (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.

The Company has sold off most of its assets to fund its limited operations
including payment of professional fees so as to continue to comply with Exchange
Act of '34 Reporting Requirements and on going operations. The Company has also
written down all investments and is in the process of closing all operations
until it finds an operating company to acquire or merge with. It continues to
monitor the investments that are in its investment Portfolio. The Company's
objective is to maintain good standing while they explore a corporate and entity
growth through merger and/or acquisition. Whether the Company is able to sell
the remaining assets or not it believes to have exhausted all current sources of
capital and also believes that it is highly unlikely that it will be able to
secure additional capital that would be required to undertake additional steps
to continue operations as heretofore existed.

Note 2 - Going Concern

The  Company  has  a  working  capital  deficiency  at  September  30,  2003  of
approximately  $268,000 and recorded  net losses from  operations  for the first
nine months of 2003 of approximately  $129,000.  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. 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.




                                       6

<PAGE>


Note 3 - Contingencies

On July 23, 1998, H & H Acquisition Corp., individually and on behalf of the
Company, commenced an action in federal court in the Southern District of New
York against the Company, the founder and certain officers, among others. The
complaint is an action to recover shares of common stock of the Company and
unspecified damages. Management believes that the claims against the Company and
certain officers are without merit and is defending the action. The Company
could be adversely affected if the plaintiff prevails. In September 2002, the
Company was served with a Summary Judgment Motion regarding H & H Acquisition
Corp. and the Company answered the motion in November 2002. As of November 10,
2003 the court has not rendered a decision.

On December 21, 2002, the Respondent filed a motion to substitute parties and
represent himself. As of November 10, 2003 the court has not rendered a
decision.

The Company had invested in a ten month certificate of deposit bearing interest
at 4.75% due February 17, 2002. This instrument secured a Standby Letter of
Credit in favor of the lessor of the facilities. In January 2002, the Company
defaulted on its lease provisions and the certificate of deposit was liquidated
to satisfy the amounts outstanding under the lease agreement through March 31,
2002. The Company is presently in negotiations with its landlord for the
remaining obligation of approximately $1,950,000.

Note 4 - Other Events

On March 25, 2003, the Company sold all outstanding shares of Technest.com, Inc.
(the "Subsidiary") to Aberdeen Avenue LLC for the purchase price of $1.00. As a
result of this sale the Company reversed $2,101,255 of the subsidiary's
liabilities which is recorded as other income in the second quarter.

On April 1, 2003 the Company exchanged all the shares held by it in Corpfin.com,
Inc. ("CFNC") with some of the "Technest Shareholders" for all the shares held
in Technest Holdings, Inc. by these "Technest Shareholders". Technest Holdings,
Inc. will retire these shares. The Company's basis in CFNC stock was $-0-,
accordingly no gain or loss was recorded on the exchange.

Note 5 - New Accounting Pronouncements

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies under what circumstances a contract with initial investments meets the
characteristics of a derivative and when a derivative contains a financing
component. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003. The Company does not expect that the adoption of SFAS No.
149 will have a significant effect on the Company's financial statement
presentation or disclosures.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. SFAS No. 150 requires that an issuer classify a
financial instrument that is within its scope as a liability (or an asset in
some circumstances) because that financial instrument embodies an obligation of
the issuer. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. SFAS No. 150 is to be
implemented by reporting the cumulative effect of a change in accounting
principle for financial instruments created before the issuance date of SFAS No.
150 and still existing at the beginning of the interim period of adoption.
Restatement is not permitted. The Company does not expect that the adoption of
SFAS No. 150 will have a significant effect on the Company's financial statement
presentation or disclosures.

                                       7

<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 FORM 10-QSB. 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. The Company has its executive offices in Ridgefield, CT. The
Company has withdrawn its 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.

                                       8

<PAGE>

On March 25, 2003, the Company sold all outstanding shares of Technest.com, Inc.
(the "Subsidiary") to Aberdeen Avenue LLC for the purchase price of $1.00. As a
result of this sale the Company reversed $2,101,255 of the subsidiary's
liabilities which is recorded as other income in the second quarter.

On April 1, 2003 the Company exchanged all the shares held by it in Corpfin.com,
Inc. ("CFNC") with some of the "Technest Shareholders" for all the shares held
in Technest Holdings, Inc. by these "Technest Shareholders". Technest Holdings,
Inc. will retire these shares.

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, 2002. 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


Revenues

There were no revenues for the nine months ended September 30, 2003 as compared
to realized losses on sales of investments of $670,789, unrealized losses on
investments of $226,335 and rental and other income of $81,908 for the nine
months ended September 30, 2002. This difference is due to non-activity for the
nine months ended September 30, 2003.

General and administrative expenses

Selling, general and administrative expenses for the nine months ended September
30, 2003 were $128,517 as compared to $3,343,045 for the nine months ended
September 30, 2002. The decrease is due to the cessation of operations.

Other income

During the second quarter the Company wrote-off certain liabilities of its
subsidiary Technest.com, Inc. The liabilities were a lease payable of $1,968,081
and various accounts payable of $266,348.

Liquidity and capital resources

Cash and cash equivalents were -0- and $6,875 at June 30, 2003 and December 31,
2002, respectively.

The Company had a working capital deficiency of $267,510 at September 30, 2003.
Net cash used in operating activities was $39,575 for the nine months ended
September 30, 2003. Cash used in operating activities was primarily attributable
to the net income of $2,105,912, an increase in accounts payable and accrued
expenses of $88,942 offset by the Write-off of liabilities of subsidiary of
$2,234,429. Net cash used in operating activities for the nine months ended
September 30, 2002 was $274,798.

                                       9

<PAGE>

There was no net cash used in investing activities for the nine months ended
September 30, 2003. Net cash provided by investing activities of $119,663 for
the nine months ended September 30, 2002 was proceeds from the sales of
investments, property and equipment less amounts used for the purchase of
property and equipment.



Net cash provided by financing activities was $32,700 for the nine months ended
September 30, 2003 and $40,000 for the nine months ended September 30, 2002 both
of which consisted of the issuance of a note payable.



The Company currently has no assured sources for additional financing, and its
success may depend on its ability to obtain further financing. There are no
assurances that the Company will receive additional equity and debt financing.



ITEM 3.  CONTROLS AND PROCEDURES



Within 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.



                                       10

<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

                  Not applicable.

Item 5.           Other Information

                  Not applicable.

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

                  Exhibits 31 and 32 - Certification of Officer













                                       11

<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     November ____, 2003                        By: /s/ Mark Allen
                                                        -----------------------
                                                            Mark Allen, Director