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 March 31, 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 May 22, 2003 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


Item1.   Financial Statements (Unaudited)


                    TECHNEST HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (Unaudited)


                                     ASSETS


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



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
         Accounts payable and accrued expenses              $         2,388,372
         Note payable                                                    26,950
                                                              ------------------
                Total current liabilities                             2,415,322
                                                              ------------------

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 41,170,692 shares                            41,170
         Subscription receivable                                         (7,035)
         Additional paid in capital                                  15,079,287
         Accumulated deficit                                        (17,528,744)
                                                              ------------------
                Total stockholders' deficit                          (2,415,322)
                                                              ------------------
                                                            $         -
                                                              ==================




                 See notes to consolidated financial statements

<PAGE>



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

<TABLE>
<CAPTION>

                                                                                    Three Months Ended March 31,
                                                                         ---------------------------------------------------
                                                                                  2003                       2002
                                                                         -----------------------    ------------------------

Revenues:
<S>                                                                     <C>                         <C>
        Realized gains on sales of investments                          $           -               $               113,461
        Change in unrealized loss on investments                                    -                               460,795
        Rental and other income                                                     -                                71,983
                                                                         -----------------------    ------------------------

               Total revenues                                                       -                               646,239

General and administrative expenses                                                      41,901                     469,310
                                                                         -----------------------    ------------------------

Loss from operations                                                                    (41,901)                    176,929
                                                                         -----------------------    ------------------------

Interest income                                                                     -                                (1,223)
                                                                         -----------------------    ------------------------

Net income (loss)                                                     $                 (41,901)    $               178,152
                                                                         =======================    ========================
BASIC AND DILUTED NET LOSS PER
        COMMON SHARE                                                  $                   (0.00) $                     0.00
                                                                         =======================    ========================
NUMBER OF SHARES USED IN CALCULATING
        BASIC  AND DILUTED NET LOSS PER SHARE                                        41,170,692                  37,082,277
                                                                         =======================    ========================
</TABLE>





                See notes to consolidated financial statements

<PAGE>



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

<TABLE>
<CAPTION>

                                                                                      Three Months Ended March 31,
                                                                               --------------------------------------------
                                                                                       2003                   2002
                                                                               ---------------------   --------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>                     <C>
       Net income (loss) from operations                                      $             (41,901)  $            178,152
                                                                               ---------------------   --------------------

       Adjustments to reconcile net income (loss)
        to net cash used in operating activities:
       Depreciation and amortization                                                     -                          50,910
       Unrealized gain on securities                                                     -                        (460,795)

       Changes in assets and liabilities:
             Certificate of deposit                                                      -                         466,192
             Accounts receivable                                                         -                           1,566
             Prepaid expenses                                                            -                        (130,906)
             Other receivables                                                           -                          42,286
             Accounts payable and accrued expenses                                            8,076                (67,817)
             Due to broker                                                               -                        (187,500)
                                                                               ---------------------   --------------------
                                                                                              8,076               (286,064)
                                                                               ---------------------   --------------------

NET CASH USED IN OPERATING ACTIVITIES                                                       (33,825)              (107,912)
                                                                               ---------------------   --------------------

CASH FLOWS FROM INVESTING ACTIVITES:
       Purchase of property and equipment                                                -                          (2,337)
                                                                               ---------------------   --------------------

NET CASH USED IN INVESTING ACTIVITIES                                                    -                          (2,337)
                                                                               ---------------------   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from notes payable                                                           26,950                 14,000
                                                                               ---------------------   --------------------

NET CASH PROVIDED BY (USED IN)
       FINANCING ACTIVITIES                                                                  26,950                 14,000
                                                                               ---------------------   --------------------

NET DECREASE IN CASH                                                                         (6,875)               (96,249)

CASH - BEGINNING OF PERIOD                                                                    6,875                115,169
                                                                               ---------------------   --------------------

CASH - END OF PERIOD                                                          $          -            $             18,920
                                                                               =====================   ====================

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
                                        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 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 March 31, 2003 of approximately
$2,415,000 and recorded net losses for the first three months of 2003 of
approximately $42,000. 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.


<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 litigation
is in the early stages of discovery and no assurances can be made about the
ultimate outcome. However, the Company could be adversely affected if the
plaintiff prevails.

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.

In January 2003 the Company was served with a Summary Judgment Motion and the
Company answered the motion. As of May 15, 2003 the court has not rendered a
decision.

Note 4 - Subsequent Events

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.


<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 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 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.

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 three months ended March 31, 2003 as compared to
realized gains on sales of investments of $113,461, unrealized gains on
investments of $460,795 and rental and other income of $71,983 for the three
months ended March 31, 2002. This difference is due to non-activity for the
three months ended March 31, 2003.


<PAGE>

General and administrative expenses

Selling, general and administrative expenses for the three months ended March
31, 2003 were $41,901 as compared to $469,310 for the three months ended March
31, 2002. The decrease is due to the cessation of operations.

Liquidity and capital resources

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

The Company had a working capital deficiency of $2,415,322 at March 31, 2003.
Net cash used in operating activities was $33,825 for the three months ended
March 31, 2003. Cash used in operating activities was primarily attributable to
the net loss of $41,901 off set by an increase in accounts payable and accrued
expenses of $8,076. Net cash used in operating activities for the three months
ended March 31, 2002 was $107,912.

There was no net cash used in investing activities for the three months ended
March 31, 2003. Net cash used in investing activities of $(2,337) for the three
months ended March 31, 2002 was for the purchase of property and equipment.

Net cash provided by financing activities was $26,950 for the three months ended
March 31, 2003 and $14,000 for the three months ended March 31, 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.


<PAGE>


                           PART II - OTHER INFORMATION


Item 1.           Legal Proceedings

                  In  January  2003 the  Company  was  served  with a  Summary
                  Judgment Motion and the Company  answered the motion.  As of
                  May 15, 2003 the court has not rendered a decision.

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

                  The Company sent out an Information Statement 14c to its
                  Shareholders in February 2003 and informed the SEC by filing a
                  N54C that it was withdrawing as a Business Development
                  Company. The Schedule 14(c) information was filed with the SEC
                  on January 17, 2003 and included therein, the aforesaid
                  withdrawal of the Company's election to be treated as a
                  Business Development company under the Investment Company Act
                  of 1940.

                  Reference is made to such 14(c) Definitive Information
                  Statement for further information with respect to the above
                  and related matters included therein

                  On January  22, 2003  Ronald E.  Wright was  appointed  as a
                  Director to the Board of Directors.

                  All nominees to the Company's Board of Directors were elected.

                  On March 25, 2003 the Company sold all the outstanding shares
                  held by it in Technest, Inc. (subsidiary) to Aberdeen Avenue
                  LLC for a nominal consideration.

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: May 23, 2003                       By:  /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:  May 23, 2003                            /s/ Mark Allen
                                                  ----------------------
                                                   Mark Allen, Director