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

                                  FORM 10-QSB/A
                                 Amendment No. 3


(Mark One)

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

                  For the quarterly period ended June 30, 2000

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

      For the transition period from _________________ to _________________

                        Commission file number 333-72975

                            Financial Intranet, 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)



                   116 Radio Circle, Mt. Kisco, New York 10549
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (914) 242-4848

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of June 30, 2000: 43,981,244

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


<PAGE>



To the Shareholders
Financial Intranet, Inc.

We have  reviewed  the  accompanying  consolidated  balance  sheet of  Financial
Intranet,  Inc. as of June 30, 2000, and the consolidated  related statements of
operations,  and cash  flows for the three  months  ended,  in  accordance  with
Statements  on  Standards  for  Accounting  and  Review  Services  issued by the
American Institute of Certified Public Accountants.  All information included in
these consolidated  financial statements is the representation of the management
of Financial Intranet, Inc.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.



                                         /s/Feldman Sherb & Co., P.C.
                                            Feldman Sherb & Co., P.C.
                                            Certified Public Accountants
December 5, 2001


<PAGE>

                            FINANCIAL INTRANET, INC.
                          (a Development Stage Company)

                    CONDENSED AND CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                         June 30,
                           ASSETS                                          2000
                                                                           ----
                                                                        (unaudited)
Current assets:
<S>                                                                      <C>
           Cash and cash equivalents                                     $  448,078
           Accounts receivable                                                    -
           Due from Officers                                                169,513
           Prepaid expenses                                                  15,827
                                                                   -----------------
Total current assets                                                        633,418

Property and equipment, net                                                 237,506
Deferred debt issuance costs                                                      -
Notes Receivable                                                             50,000
Capitalized software development costs, net                                  30,049
Capitalized software costs, net                                           2,032,208
Other assets                                                                 32,179
Net assets of discontinued operations                                        53,423
                                                                   -----------------

Total assets                                                             $3,068,783
                                                                   =================


            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
           Accounts payable and accrued liabilities                      $  315,063
           Note payable                                                     950,000
           Due to officers                                                   56,315
                                                                   -----------------
Total current liabilities                                                 1,321,378

Note payable                                                                      -
                                                                   -----------------

Total liabilities                                                         1,321,378
                                                                   -----------------

Commitments and contingencies
Stockholders' Equity (Deficit):

Common stock, $.001 par value; 50,000,000 shares authorized, 43,981,244 and
       29,831,195 shares issued and outstanding
       March 31, 2000 and December 31, 1999, respectively                    43,981
Additional paid-in capital                                               11,544,187
Accumulated deficit during the development stage                         (9,433,257)
Less: Deferred compensation cost                                           (407,506)
                                                                   -----------------

Total stockholders' equity (deficit)                                      1,747,405
                                                                   -----------------

Total liabilities and stockholders' equity                               $3,068,783
                                                                   =================


</TABLE>

                  See Notes to Condensed Financial Statements.

                                       F-1
<PAGE>

                            FINANCIAL INTRANET, INC.
                          (a Development Stage Company)

               CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                              Six Months Ended       Dec. 17, 1996              Three Months Ended
                                                                  June 30,            (Inception)                    June 30,
                                                             2000          1999     to June 30, 2000           2000           1999
                                                             ----          ----     ----------------           ----           ----
                                                          (Unaudited)                                       (Unaudited)

<S>                                                               <C>           <C>               <C>             <C>            <C>
Revenue                                                           $0            $0                $0              $0             $0
                                                        --------------------------- -----------------  -----------------------------

Operating costs and expenses:
              Cost of revenue                                      -             -                 -                              -
              Selling, general and administrative            513,933       465,892         2,939,066         237,951        241,239
              Depreciation and amortization                  228,631        28,174           385,565         208,501         18,196
              Stock compensation                              81,502       267,375         1,500,657          40,751         42,939
                                                        --------------------------- -----------------  -----------------------------

              Total operating costs and expenses             824,066       761,441         4,825,288         487,203        302,374
                                                        --------------------------- -----------------  -----------------------------

 Loss from operations                                       (824,066)     (761,441)       (4,825,288)       (487,203)      (302,374)

Other income (expense):
               Interest income                                13,995         2,366            26,528          11,259            733
               Interest expense                             (966,301)   (1,236,266)       (2,441,800)       (557,333)      (252,028)
               Other                                               -             -            (1,546)              -              -
                                                        --------------------------- -----------------  -----------------------------

               Total other (expense)                        (952,306)   (1,233,900)       (2,416,818)       (546,074)      (251,295)
                                                        --------------------------- -----------------  -----------------------------

 Net loss from continuing operations                      (1,776,372)   (1,995,341)       (7,242,106)     (1,033,277)      (553,669)
                                                        --------------------------- -----------------  -----------------------------
 Net loss from discontinued operations:                     (970,952)     (246,933)       (2,191,154)       (851,374)       (93,081)
                                                        --------------------------- -----------------  -----------------------------
Net Loss                                                 ($2,747,324)  ($2,242,274)      ($9,433,257)    ($1,884,651)     ($646,750)
                                                        =========================== =================  =============================

Basic and diluted net loss per share
Net loss from continuing operations:                          ($0.05)       ($0.09)                           ($0.02)        ($0.02)
                                                        ---------------------------                    -----------------------------
              Net loss discontinued operations                 (0.02)        (0.01)                            (0.02)         (0.01)
                                                        ---------------------------                    -----------------------------
              Net loss                                        ($0.07)       ($0.10)                           ($0.04)        ($0.03)
                                                        ===========================                    =============================

Number of shares used in calculating basic
              and diluted net loss per share              39,246,010    22,256,505                        43,981,244     22,723,084
                                                        ===========================                    =============================

</TABLE>


                  See Notes to Condensed Financial Statements.
                                      F-2
<PAGE>


                            FINANCIAL INTRANET, INC.
                          (a Development Stage Company)

               CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>

                                                                                                    Period from
                                                                       Six Months Ended          December 17, 1996
                                                                           June 30,                (Inception) to
                                                                      2000           1999           June 30, 2000
                                                                      ----           ----           -------------
                                                                  (Unaudited)
Cash flows from operating activities:
<S>                                                                <C>             <C>                    <C>
 Net loss                                                          $ (2,747,324)   $ (2,242,274)          $ (9,433,259)
 Adjustments to reconcile net loss to
   net cash used in operating activities:
        Depreciation and amortization                                   813,772         125,883              1,283,793
        Reserve for bad debts                                                 -               -                 41,200
        Consulting services paid by issuance of common stock             10,000               -                722,403
        Compensation expense resulting from                              81,502         505,495              1,500,657
               stock options granted                                          -               -                      -
        Interest expense upon conversion of promissory notes            394,747               -              1,810,711

        Changes in operating assets and liabilities:
            Accounts receivable                                           9,204          29,709                (57,589)
            Prepaid expenses                                             (6,553)        (31,807)               (15,827)
            Other assets                                                  1,080         (11,075)               (32,179)
            Accounts payable and accrued liabilities                    (27,374)        (24,939)               263,834
            Accrued interest                                             12,266          24,810                 62,667
            Accrued payroll and payroll taxes                            (9,840)        (88,804)               (38,274)
            Deferred rent                                               (13,201)              -                     (0)
            Accrued interest converted into common stock                  8,239               -                 17,785
                                                                 --------------------------------------------------------

        Net cash used in operating activities                        (1,473,482)     (1,713,001)            (3,874,078)
                                                                 --------------------------------------------------------

 Cash flows from investing activities:
        Purchase of property and equipment                              (87,235)         58,472             (1,087,961)
        Purchase of LNT assets                                         (400,000)              -               (400,000)
        Capitalized software development costs                          (80,007)              -               (193,343)
        Notes receivable advances                                       (50,000)              -                (91,200)
                                                                 --------------------------------------------------------

        Net cash provided by (used in) investing activities            (617,242)         58,472             (1,772,505)
                                                                 --------------------------------------------------------

 Cash flows from financing activities:
        Repayments of loan payable                                            -               -
        Proceeds from issuance of promissory notes                            -               -              2,720,000
        Proceeds from issuance of demand notes                          950,000               -                950,000
        Payment of financing fees                                      (120,000)              -               (346,523)
        Proceeds from issuance of common stock                        1,770,000       1,686,520              2,869,221
        Deferred offering/issuance costs                                      -         (72,978)               (55,991)
        Collection of stock subscriptions receivable                          -               -                 70,000
        Proceeds from issuance of warrants                                    -               -                  1,046
        Advances from (payment to) officers                            (152,568)        (55,714)              (113,197)
        Cash acquired at inception                                            -               -                    102
                                                                 --------------------------------------------------------

        Net cash provided by financing activities                     2,447,432       1,557,827              6,094,658
                                                                 --------------------------------------------------------

 Net increase in cash and cash equivalents                              356,710         (96,703)               448,078
 Cash and cash equivalents--beginning                                    91,368         (52,529)
                                                                 --------------------------------------------------------

 Cash and cash equivalents--ending                                 $    448,078    $     52,522           $    448,078
                                                                 ========================================================

 Supplemental disclosure of cash flow information:

        Cash paid during the quarter for interest                  $      4,104    $      1,204           $     13,334
                                                                 ========================================================


</TABLE>

                                       F-3
<PAGE>


                            FINANCIAL INTRANET, INC.
                          (a Development Stage Company)

                     STATEMENTS OF CASH FLOWS --(Continued)

The following noncash investing and financing transactions occurred during the
six months ended June 30, 2000:

-- 2,020,731 shares of the Company's common stock were issued to an investor as
a result of a debt conversion.

-- 3,946,591 shares of the Company's common stock were issued to an investor as
a result of a debt conversion.

-- 109,091 shares of the Company's common stock were issued to a financial
advisor as part of their fees for structuring a March, 2000 equity financing.

-- 100,000 shares of the Company's common stock valued at $93,000 were issued to
a financial advisor as part of their fees for structuring a March, 2000
acquisition. The company issued 1,350,000 shares of common stock valued at
$1,255,500 to acquire the assets of LNT.

-- Warrants to puchase 586,510 shares of the Company's common stock were issued
to a financial advisor as part of their fees for structuring a March, 2000
acquisition.

-- 150,000 shares of the Company's comon stock was issued for legal fees in lieu
of cash.

--  10,000  shares  of the  Company's  comon  stock was  issued  for  consulting
services.

-- Fees to an investment advisor in conection with the structuring of a March,
2000 investment were accrued in the amount of $42,000.

The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>


                            FINANCIAL INTRANET, INC.
                          (a Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

For the period from December 17, 1996 (Inception) to June 30, 2000

<TABLE>
<CAPTION>

                                                                                                                     Additional
                                                                                                                      Paid-in
Description                                                                         Shares          Amount            Capital
                                                                                    ------          ------            -------
<S>                <C> <C>                                                           <C>           <C>            <C>
Balance - December 17, 1996 (inception)                                              3,700,000     $3,700         $     20,900
December 17, 1996 - issuance of stock in lieu of services by director of former
  company (Wee Wees)                                                                    40,000         40                  (40)
December 20, 1996 - issuance of stock in lieu of $10,000 in consulting fees             240000        240                9,760
Net Loss
                                                                                 -------------   -------------   -----------------

Balance--December 31, 1996                                                           3,980,000      3,980               30,620
February 29, 1997--issuance of stock in lieu of compensation to key executives       4,250,000      4,250              148,500
May 1997 through December 31, 1997--Private Placement                                6,904,228      6,904              877,823
August 4, 1997--issuance of stock in lieu of $6,500 in promotional fees                100,000        100                6,400
September, 1997--issuance of stock to employees and increase in additional paid
  in capital from stock options granted                                                 40,000         40              243,594
November 15, 1997--issuance of stock per non-dilution provisions of consulting
  agreement                                                                            315,000        315                 (315)
Net loss                                                                                    --         --                   --
                                                                                 -------------   -------------   -----------------

Balance--December 31, 1997.                                                         15,589,228     15,589            1,306,622
January, 1998--issuance of stock subscribed in 1997                                    400,000        400               29,600
Jan.-July 1998--issuance of stock per non-dilution provisions of consulting
  agreement                                                                            346,742        347                 (347)
May-Dec., 1998--issuance of stock in lieu of services                                  309,249        309               96,317
June and July, 1998--Promissory notes converted                                      1,070,800      1,071              463,930
June and October, 1998--Private placement                                            1,237,666      1,238              443,262
June 11, 1998--issuance of stock in lieu of fees on June, 1998 private placement        38,393         38                  (38)
July 17, 1998--issuance of stock to release security interest in certain
  equipment                                                                            500,000        500              314,500
October 15, 1998--issuance of stock in lieu of fees on 1997 private placement           68,970         69                  (69)
October 15, 1998--issuance of stock resulting from exercise of warrants              1,000,000      1,000              159,000
Increase in additional paid-in capital resulting from stock options and warrants
  granted                                                                                   --         --            1,266,409
Net loss                                                                                    --         --                   --
                                                                                 -------------   -------------   -----------------

Balance--December 31, 1998  (carried forward)                                       20,561,048     20,561            4,079,186

</TABLE>
                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                                                                                                            Accumulated
                                                                                                              Deficit
                                                                                                Deferred    During the
                                                                                Subscriptions   Stock      Development
Description                                                                       Receivable  Compensation     Stage        Total
                                                                                ------------- ------------ ------------     -----
<S>                <C> <C>                                                                                   <C>              <C>
Balance - December 17, 1996 (inception)                                                                      ($24,738)        ($138)
December 17, 1996 - issuance of stock in lieu of services by director of former
  company (Wee Wees)                                                                                                              0
December 20, 1996 - issuance of stock in lieu of $10,000 in consulting fees                                                  10,000
Net Loss                                                                                                       (9,760)       (9,760)
                                                                                                           ------------- -----------

Balance--December 31, 1996                                                                                    (34,498)          102
February 29, 1997--issuance of stock in lieu of compensation to key executives                                              152,750
May 1997 through December 31, 1997--Private Placement                              ($75,000)                                809,727
August 4, 1997--issuance of stock in lieu of $6,500 in promotional fees                                                       6,500
September, 1997--issuance of stock to employees and increase in additional paid
  in capital from stock options granted                                                        ($230,322)                    13,312
November 15, 1997--issuance of stock per non-dilution provisions of consulting
  agreement                                                                                                                       0
Net loss                                                                                 --                  (817,430)     (817,430)
                                                                                ------------- ------------ ------------- -----------

Balance--December 31, 1997.                                                         (75,000)    (230,322)    (851,928)      164,961
January, 1998--issuance of stock subscribed in 1997                                   75000                                 105,000
Jan.-July 1998--issuance of stock per non-dilution provisions of consulting
  agreement                                                                                                                       0
May-Dec., 1998--issuance of stock in lieu of services                                                                        96,626
June and July, 1998--Promissory notes converted                                                                             465,001
June and October, 1998--Private placement                                                                                   444,500
June 11, 1998--issuance of stock in lieu of fees on June, 1998 private
  placement                                                                                                                       0
July 17, 1998--issuance of stock to release security interest in certain
  equipment                                                                                                                 315,000
October 15, 1998--issuance of stock in lieu of fees on 1997 private placement                                                     0
October 15, 1998--issuance of stock resulting from exercise of warrants                                                     160,000
Increase in additional paid-in capital resulting from stock options and
  warrants granted                                                                              (832,556)                   433,853
Net loss                                                                                 --                (2,141,978)   (2,141,978)
                                                                                ------------- ------------ ------------- -----------

Balance--December 31, 1998  (carried forward)                                             0   (1,062,878)  (2,993,906)       42,963


</TABLE>
                                      F-6
<PAGE>



<TABLE>
<CAPTION>

                                                                                                                     Additional
                                                                                                                      Paid-in
Description                                                                         Shares          Amount            Capital
                                                                                    ------          ------            -------
<S>               <C> <C>                                                           <C>          <C>               <C>
Balance--December 31, 1998 (brought forward)                                        20,561,048   $ 20,561          $ 4,079,186
January 1, 1999--warrants issued in connection with private placement of debt                                          148,242
January 1, 1999--issuance of warrants and beneficial conversion features on debt
  financing                                                                                                            500,000
January 7, 1999--issuance of stock in lieu of fees on December, 1998 private
  placement                                                                             25,000         25                14725
January 21, 1999--issuance of stock to principals in consideration for
  employment services                                                                  611,636        611              458,115
January 25, 1999--issuance of stock resulting from exercise of warrants                  5,812          6                   (6)
February 8, 1999--warrants issued in connection with private placement of debt                                         197,794
February 8, 1999--issuance of warrants and beneficial conversion features on
  debt financing                                                                                                       600,000
February 28, 1999--warrants issued in connection with private placement of debt                                         43,720
March 3, 1999--issuance of stock to Founder for exercise of options                    879,685        880              166,260
March 3, 1999--issuance of stock in lieu of fees on February, 1999 private
  placement                                                                             30,000         30               33,870
March 10, 1999--issuance of stock as result of debt conversion                         600,000        600              239,400
April 27, 1999 - warrants issued for consulting services                                                               148,103
April 28, 1999--issuance of stock in lieu of legal fees                                 11,111         11                9,989
May 9, 1999--issuance of stock upon conversion of notes                                900,000        900              359,100
July 20, 1999 - beneficial conversion feature of debt financing                                                        166,667
July 20, 1999--warrants issued in connection with private placement of debt                                             64,148
October 5, 1999--issuance of stock as result of debt conversion                        182,315        182               50,684
October 8, 1999 - issuance of stock pursuant to public offering                      2,545,455      2,545              298,926
October 20, 1999 - issuance of stock in lieu of fees in connection with private
  placement of debt and public offering                                                 70,910         71               21,984
November 5, 1999--issuance of stock in lieu of legal fees                              145,455        146               21,877
November 23, 1999--issuance of stock upon conversion of notes                        1,250,000      1,250              120,625
December 27, 1999--issuance of stock in lieu of legal fees                             150,000        150               33,768
December 31, 1999--issuance of stock upon conversion of notes                        1,862,768      1,863              246,817
Amortization of compensatory stock options
Cancellation of debt by shareholder                                                                                     10,000
Cancellation of stock options                                                                                         (524,521)
Net loss                                                                                    --         --                   --
                                                                                 -------------   --------------  -------------------

Balance--December 31, 1999                                                          29,831,195     29,831            7,509,473
January 14, 2000 - issuance of stock in lieu of legal fees                             150,000        150               20,850
January 14, 2000--issuance of stock upon conversion of notes                         2,020,731      2,021              216,218
January 24, 2000--issuance of stock upon conversion of notes                         1,400,000      1,400              124,600
February 4, 2000--issuance of stock upon conversion of notes                         1,400,000      1,400              124,600
March 2, 2000--issuance of stock pursuant to consulting contract                        10,000         10                9,990
March 2, 2000--issuance of stock upon conversion of notes                            1,146,591      1,147              124,978
March 13, 2000-- issuance of stock pursuant to public offering                         909,091        909              249,091
March 17, 2000--issuance of stock resulting from exercise of warrants                  100,000        100               19,900
March 28, 2000-- issuance of stock pursuant to public offering                       5,454,545      5,455            1,494,545
March 28, 2000-- issuance of stock in lieu of fees in connection with
  public offering                                                                      109,091        109                 (109)
March 28, 2000-- issuance of stock in connection with LNT acquisition                1,350,000      1,350            1,254,150
March 28, 2000-- issuance of stock in lieu of fees in connection with
  LNT acquisition                                                                      100,000        100               92,900
March 28, 2000--accrual of fees on March 28 investment                                                                 (42,000)
March 28, 2000--fees paid in connection with March 28 investment                                                      (120,000)
March 31, 2000--Issuance of note payable to shareholder                                                                (10,000)
March 31, 2000--warrants issued in connection with LNT acquisition                                                     475,000
Amortization of compensatory stock options
Net Loss
                                                                                 -------------   --------------  -----------------

Balance--June 30, 2000                                                              43,981,244   $ 43,981         $ 11,544,187
                                                                                 =============   ==============  =================

</TABLE>
                                      F-7
<PAGE>





<TABLE>
<CAPTION>
                                                                                                           Accumulated
                                                                                                             Deficit
                                                                                               Deferred     During the
                                                                               Subscriptions   Stock       Development
Description                                                                      Receivable  Compensation     Stage        Total
                                                                               ------------- ------------  ------------    -----
<S>               <C> <C>                                                     <C>           <C>           <C>           <C>
Balance--December 31, 1998 (brought forward)                                  $        -    $(1,062,878)  $(2,993,906)  $    42,963
January 1, 1999--warrants issued in connection with private placement of debt                                               148,242
January 1, 1999--issuance of warrants and beneficial conversion features on
  debt financing                                                                                                            500,000
January 7, 1999--issuance of stock in lieu of fees on December, 1998 private
  placement                                                                                                                  14,750
January 21, 1999--issuance of stock to principals in consideration for
  employment services                                                                                                       458,726
January 25, 1999--issuance of stock resulting from exercise of warrants                                                           0
February 8, 1999--warrants issued in connection with private placement of debt                                              197,794
February 8, 1999--issuance of warrants and beneficial conversion features on
  debt financing                                                                                                            600,000
February 28, 1999--warrants issued in connection with private placement of
  debt                                                                                                                      43,720
March 3, 1999--issuance of stock to Founder for exercise of options                                                         167,140
March 3, 1999--issuance of stock in lieu of fees on February, 1999 private
  placement                                                                                                                  33,900
March 10, 1999--issuance of stock as result of debt conversion                                                              240,000
April 27, 1999 - warrants issued for consulting services                                                                    148,103
April 28, 1999--issuance of stock in lieu of legal fees                                                                      10,000
May 9, 1999--issuance of stock upon conversion of notes                                                                     360,000
July 20, 1999 - beneficial conversion feature of debt financing                                                             166,667
July 20, 1999--warrants issued in connection with private placement of debt                                                  64,148
October 5, 1999--issuance of stock as result of debt conversion                                                              50,866
October 8, 1999 - issuance of stock pursuant to public offering                                                             301,471
October 20, 1999 - issuance of stock in lieu of fees in connection with
  private placement of debt and public offering                                                                              22,055
November 5, 1999--issuance of stock in lieu of legal fees                                                                    22,023
November 23, 1999--issuance of stock upon conversion of notes                                                               121,875
December 27, 1999--issuance of stock in lieu of legal fees                                                                   33,918
December 31, 1999--issuance of stock upon conversion of notes                                                               248,680
Amortization of compensatory stock options                                                       154,254                    154,254
Cancellation of debt by shareholder                                                                                          10,000
Cancellation of stock options                                                                    419,616                   (104,905)
Net loss                                                                               --                  (3,692,029)   (3,692,029)
                                                                              ------------- ------------- ------------  ------------

Balance--December 31, 1999                                                              0       (489,008)  (6,685,932)      364,364
January 14, 2000 - issuance of stock in lieu of legal fees                                                                   21,000
January 14, 2000--issuance of stock upon conversion of notes                                                                218,239
January 24, 2000--issuance of stock upon conversion of notes                                                                126,000
February 4, 2000--issuance of stock upon conversion of notes                                                                126,000
March 2, 2000--issuance of stock pursuant to consulting contract                                                             10,000
March 2, 2000--issuance of stock upon conversion of notes                                                                   126,125
March 13, 2000-- issuance of stock pursuant to public offering                                                              250,000
March 17, 2000--issuance of stock resulting from exercise of warrants                                                        20,000
March 28, 2000-- issuance of stock pursuant to public offering                                                            1,500,000
March 28, 2000-- issuance of stock in lieu of fees in connection with
  public offering                                                                                                                 0
March 28, 2000-- issuance of stock in connection with LNT acquisition                                                     1,255,500
March 28, 2000-- issuance of stock in lieu of fees in connection with
  LNT acquisition                                                                                                            93,000
March 28, 2000--accrual of fees on March 28 investment                                                                      (42,000)
March 28, 2000--fees paid in connection with March 28 investment                                                           (120,000)
March 31, 2000--issuance of note payable to shareholder                                                                     (10,000)
March 31, 2000--warrants issued in connection with LNT acquisition                                                          475,000
Amortization of compensatory stock options                                                        81,502                     81,502
Net Loss                                                                                                   (2,747,324)   (2,747,324)
                                                                              ------------- ------------- ------------- ------------

Balance--June 30, 2000                                                        $        --   $   (407,506) $(9,433,257)  $ 1,747,405
                                                                              ============= ============= ============= ============


</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      F-8
<PAGE>


                            FINANCIAL INTRANET, INC.
                          (a Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

Note 1--Basis of Interim Financial Statement Presentation

The accompanying  unaudited condensed financial statements have been prepared in
accordance   with   generally   accepted   accounting   principles  for  interim
information.  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.  Financial  Intranet,  Inc. (the
Company),   a  development  stage   enterprise,   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 accompany  condensed  financial
statements  should be read in conjunction with the Company's Annual Report filed
with the Securities and Exchange Commission on April 13, 2000.

We believe that the  $1,750,000  proceeds  received  this year from the offering
under the SB-2, cash on hand and anticipated revenues will be sufficient to meet
anticipated  short  term cash  requirements  only  through  the end of the third
quarter  and we do not expect to  generate  positive  cash flow from  operations
until at least 2001. Unless we generate  significant revenue or obtain financing
in the near future,  our operations in the development  stage raise  substantial
doubt  about  our  ability  to  continue  as a going  concern.  There  can be no
assurance that additional  capital beyond the amounts currently  forecasted will
not be required, nor that any such required additional capital will be available
on reasonable terms, if at all, at such time as required by the Company.

Note 2 - Restructuring

The Company,  in August 2000,  affected a restructure  of it domestic  operating
model.  In doing so, it  eliminated a  significant  portion of its United States
based  operations,  including a planned  elimination  of its  primary  source of
ongoing  telephony and planned  video  streaming  revenue.  The Company plans on
generating  revenue in the future from operations  from its remaining  assets in
the United States,  primarily its web site,  its existing  assets in the Peoples
Republic of China through its 100% wholly owned operating subsidiary corporation
there,  once all regulatory  approvals are obtained,  and potential  synergistic
acquisitions  both in the United  States and abroad.  The  Company  specifically
expects to generate  revenues from its web site and Chinese  subsidiary  through
business-to-business  Internet  and  website  consulting  services,  advertising
domestically  and  internationally  from both its  website and  e-magazine,  and
application programs and services for websites and other businesses. The Company
does not expect its Chinese  subsidiary  to generate  revenue until at least the
fourth quarter of 2000 or become profitable until some time in 2001.

Net loss from discontinued operations include:


<TABLE>
<CAPTION>


                                  For the three months ended     For the six months ended
                                           June 30,                       June 30,
                                  --------------------------     ------------------------
                                      2000         1999              2000          1999
                                    ---------    ---------        ----------    ---------
<S>                                 <C>           <C>              <C>          <C>
Revenue                             $ 37,059      $  5,537         $  71,618    $  12,278
                                    ---------    ---------        ----------    ---------

Cost of revenue                       73,966        11,629           109,113       34,969
Sales, general and administrative    158,241        36,187           208,247      116,979
Depreciation and amortization        531,157        50,802           585,141      107,293
Other                                125,069             0           140,069            0
                                    ---------    ---------        ----------    ---------

Net loss from
         discontinued operations    $(851,374)    $(93,081)       $ (970,952)   $(246,933)
                                    =========    =========        ==========    =========

</TABLE>


                                      F-9
<PAGE>


Net assets of discontinued operations consist of the following:



                          June 30, 2000            December 31, 1999
                          -------------            -----------------

Accounts Receivable            57,589                          66,793
Fixed assets                                                  520,311
Accounts Payable               (4,166)                        (20,099)
                          ------------             ------------------
                          $    53,423                      $ 567,005
                          ============             ==================


Note 3--Note Payable

In January and  February  2000,  the Company  issued  unsecured  8%  convertible
promissory notes in the principal amounts of $150,000 and $200,000 respectively,
payable on demand.

The Company paid, as part of these transactions, fees of $31,500.

In May 2000, the Company issued an unsecured 8% convertible  promissory  note in
the principal amount of up to $600,000, payable on demand.

Note 4--Capital Transactions

Public offering

In  February  1999,  the  Company  filed a  Registration  Statement  (Form SB-2)
covering the primary offering of Common stock by the Company and the offering of
common  stock  by  certain  selling  securityholders.   Under  the  registration
statement  as  declared  effective  in  October  1999,  the  Company  registered
10,909,091  Shares of common  stock,  par value $.001 per share,  to be held for
sale.  These shares were offered to the public at an offering price of $.275 per
share. Under an alternate  prospectus,  the selling  securityholders  registered
7,310,000 shares of common stock underlying the warrants, convertible promissory
notes,  stock previously issued and stock that will be issued upon conversion of
certain promissory notes.

On March 12, 2000,  the Company sold,  pursuant to its  Registration  Statement,
909,091 shares of common stock to an investor for $250,000.

On March 27, 2000,  the Company sold,  pursuant to its  Registration  Statement,
5,454,545  shares of its  common  stock to two  investors  for an  aggregate  of
$1,500,000.

On March 27,  2000,  the Company  purchased  certain  assets of Longyin  Network
Technology Co., Ltd., a Chinese  Internet content  provider.  The purchase price
was $400,000 plus  1,350,000  shares of common (valued at $0.93 per share) which
was allocated to the assets  acquired  based on their fair values.  The acquired
assets  consist of two Internet  web sites,  an e-mail  magazine and  consulting
agreements with four key individuals.

Note 5--Contingencies

Litigation

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

                                      F-10
<PAGE>


certain officers,  among others. The complaint is an action to recover shares of
common  stock  of the  Company  previously  sold to an  officer/stockholder  and
unspecified damages. Management believes that the claims against the Company and
certain  officers are without  merit,  and in fact relate solely to the founder,
and is  vigorously  defending  the action.  No provision  has been made in these
financial statements for any possible losses arising from this litigation.

Note 6 - Subsequent Events

In July  2000,  an  aggregate  of  2,200,000  shares of stock  were  issued  and
5,000,000  warrants granted to certain  financial  advisors in consideration for
financial  considerations,  potential  commitments and consulting services to be
rendered in the United States and the Peoples Republic in China. These issuances
will result in a charge of approximately  $330,000 in the third quarter of 2000.
An  additional  12,273  warrants  were issued to a vendor in  consideration  for
placement services.

On August 15, 2000, the Company invested $25,000 for a 1% interest, with a right
of first  refusal to match  certain  dilutive  third party  investments,  in The
Energy Corp., a Florida based intellectual property company with patents related
to the wireless  communications  industry.  The Company  expects to leverage its
assets in the Peoples  Republic  of China as well as its  contacts in the United
States to help  develop the  business  and market its  products  worldwide.  The
potential market for The Energy Corp.'s patented  products,  once production and
distribution has been completed,  is initially the huge market of all industrial
workplaces and other areas that require safe wireless communications.

                                      F-11
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 2. -  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations

THE FOLLOWING  ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL  CONDITION OF
THE  COMPANY  SHOULD  BE READ IN  CONJUNCTION  WITH THE  CONSOLIDATED  FINANCIAL
STATEMENTS,  INCLUDING THE NOTES THERETO,  OF THE COMPANY CONTAINED ELSEWHERE IN
THE FORM 10-QSB.

Financial  Intranet,  Inc. is an emerging New York based international media and
communications  company  that  currently  holds a 100%  ownership  interest in a
Chinese Internet content provider.

Results of operations

Revenue

The Company's  principal  source of revenue was from the resale of telephone and
data communications, which operations were discontinued commencing in July 2000.
Revenue for the three months ended June 30, 2000 was $37,058,  as compared  with
$5,537 in the same  period of the prior  year,  a  six-fold  increase.  All such
revenue is included in the net loss from discontinuing operations.  The increase
was due primarily to the  stabilization  of the initial customer base during the
second quarter this year versus virtual start-up last year. The Company does not
expect to report  significant  revenue from these sources in the future; it does
expect to derive revenue from its web site and Chinese and subsidiary.

Cost of revenue

The Company's  cost of revenue  consists  primarily of telephone  communications
lines  and  Internet   access   costs   required  to  support  and  deliver  our
communications  services.  Cost of revenues  for the three months ended June 30,
2000 was  $73,966  compared  with  $11,629  in the prior  year,  also a six-fold
increase.

Selling, general and administrative expenses

General and administrative expenses consist primarily of:

o promotional, advertising and public relations costs

o employee  compensation  and  related  expenses  (including  payroll  taxes and
benefits) for executive,  administrative  and operations  personnel o licensing,
legal and other  professional  fees o travel and  entertainment  o facility  and
office-related costs such as rent, insurance, maintenance and telephone.

These costs  increased 9% from $465,892 in 1999 to $513,933 in 2000 after taking
into  consideration  certain costs  reclassified  to net loss from  discontinued
operations.

                                        1
<PAGE>

Management expects general and  administrative  expenses to decrease in the near
future as a recent  restructuring  eliminated  a  portion  of the  overhead.  As
domestic  business is increased,  such expenses other than  consulting  fees may
again increase to support future growth.

Stock compensation expenses

Other expenses  charged to operations  consist of non-cash costs of the issuance
of common stock,  warrants,  and stock options.  These  expenses  decreased from
$261,375 in 1999 to $81,502 in 2000.  The  restructuring  of the Company  should
have no material effect on stock compensation expenses in the near future.

Depreciation and amortization

Depreciation  and  amortization  consists  primarily of depreciation of computer
equipment, amortization of software development costs, exclusive of a write down
of  assets  due to the  discontinuance  of  certain  of the  Company's  domestic
operations.  Amortization of software costs and software  development  costs was
$191,560  and  $18,521  in  the  six  months  ended  June  30,  2000  and  1999,
respectively, $39,896 of which was due to the write off in the second quarter of
2000 of assets associated with discontinued operations. Depreciation expense was
$228,631  and  $208,501  for the six  months  ended  June  30,  2000  and  1999,
respectively,  exclusive of $437,277 due to the write off in the second  quarter
of 2000 of assets associated with discontinued operations.

Other income and expense

Other income consists  principally of interest from loans,  notes receivable and
short-term  investments.  Interest and other income increased to $13,995 for the
six months  ended June 30,  2000 from  $2,366 for the six months  ended June 30,
1999.  Interest  expense  consists of interest  accrued on loans and convertible
notes  payable,  the value of  warrants  issued  with  such debt  which has been
accounted for as a debt discount and the value of beneficial conversion features
of convertible  debt.  Interest income or expense is not expected to be affected
by the discontinuance of certain of the Company's operations.

Income taxes

No provision for federal and state income taxes has been recorded as the Company
incurred net operating  losses in the second  quarter of 1999 and 2000.  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  carryforwards
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  $448,078  and  $91,368  at June 30,  2000 and
December 31, 1999, respectively.

                                        2

<PAGE>

The Company had negative  working capital of $687,960 at June 30, 2000. Net cash
used in operating  activities  was  $1,473,482 for the six months ended June 30,
2000. Cash used in operating activities was primarily attributable to a net loss
of $2,747,324.  This was partially offset by non-cash items such as depreciation
and amortization of $813,772, interest expense on conversion of promissory notes
into equity of $394,747 and stock compensation  costs of $81,502.  Net cash used
in operating  activities for the six months ended June 30, 1999 was  $1,619,920,
which was  principally due to the net loss of $2,149,192  offset  primarily by a
non-cash  compensation expense resulting from stock options granted of $505,495.
Based  on  the  discontinuance  of  certain  operations  of the  Company,  it is
anticipated  that net cash used on operating  activities  on a go forward  basis
will  decrease in the short term.  As part of the  accounting  for  discontinued
operations,  accounts  receivable  were  written  down by $57,589  and  accounts
payable by $4,166 for amounts related to the discontinued operations,  for a net
charge of $53,423.

Net cash used for investing activities of $617,242 for the six months ended June
30, 2000 was primarily  attributable to the purchase of the LNT assets. Net cash
provided by  investing  activities  of $58,472 for the six months ended June 30,
1999 was principally due to reduction in costs of capital equipment acquired.

Net cash provided by financing activities for the six months ended June 30, 2000
was $2,447,432  and consisted  primarily of proceeds from the issuance of common
stock and demand notes.  Net cash provided by financing  activities  for the six
months ended June 30, 1999 was $1,557,827,  and consisted  primarily of proceeds
from the issuance of common stock, less related financing fees and repayments to
an officer.

The Company has satisfied its cash requirements to date primarily through public
and private placements of common stock,  warrants,  debentures  convertible into
shares of common  stock and the  issuance of common stock in lieu of payment for
services.  Also,  officers  have loaned the  Company  funds as needed to provide
working capital.

We believe that the  $1,750,000  proceeds  received  this year from the offering
under the SB-2, cash on hand and anticipated revenues will be sufficient to meet
anticipated  short  term cash  requirements  only  through  the end of the third
quarter  and we do not expect to  generate  positive  cash flow from  operations
until at least 2001. Unless we generate  significant revenue or obtain financing
in the near future,  our operations in the development  stage raise  substantial
doubt  about  our  ability  to  continue  as a going  concern.  There  can be no
assurance that additional  capital beyond the amounts currently  forecasted will
not be required, nor that any such required additional capital will be available
on reasonable terms, if at all, at such time as required by the Company.

Forward-looking statements in this report may prove to be materially inaccurate.
In addition to  historical  information,  this report  contains  forward-looking
information that involves risks and uncertainties.  The words may, will, expect,
anticipate,  continue,  estimate,  project,  intend and similar  expressions are
intended  to  identify  forward-looking  statements.  Actual  results may differ
materially from those included within the forward-looking statements as a result
of factors,  including the risks described above and factors described elsewhere
in this report.

Subsequent Events

The Company,  in August 2000,  affected a restructure  of it domestic  operating
model.  In doing so, it  eliminated a  significant  portion of its United States
based operations, including a planned

                                        3
<PAGE>


elimination  of its  primary  source of  ongoing  telephony  and  planned  video
streaming  revenue.  The Company plans on generating  revenue in the future from
operations  from its remaining  assets in the United  States,  primarily its web
site,  its  existing  assets in the Peoples  Republic of China  through its 100%
wholly  owned  operating  subsidiary  corporation  there,  once  all  regulatory
approvals  are  obtained,  and potential  synergistic  acquisitions  both in the
United States and abroad. The Company  specifically expects to generate revenues
from its web site and Chinese subsidiary through  business-to-business  Internet
and website consulting  services,  advertising  domestically and internationally
from both its website and e-magazine,  and application programs and services for
websites  and  other  businesses.  The  Company  does  not  expect  its  Chinese
subsidiary  to  generate  revenue  until at least the fourth  quarter of 2000 or
become profitable until some time in 2001.

On August 15, 2000, the Company invested $25,000 for a 1% interest, with a right
of first  refusal to match  certain  dilutive  third party  investments,  in The
Energy Corp., a Florida based intellectual property company with patents related
to the wireless  communications  industry.  The Company  expects to leverage its
assets in the Peoples  Republic  of China as well as its  contacts in the United
States to help  develop the  business  and market its  products  worldwide.  The
potential market for The Energy Corp.'s patented  products,  once production and
distribution has been completed,  is initially the huge market of all industrial
workplaces and other areas that require safe wireless communications.

                                        4
<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

Shareholders'  meeting included the shareholders'  vote approving an increase in
the number of  authorized  common  shares to  100,000,000,  the  election of the
Company's  Board of Directors,  the approval of the Company's  2000 Stock Option
Plan and the failure to approve a class of preferred stock.

Item 5. Other Information

This report was filed with the review of the quarterly  financial  statements by
an independent auditor.

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

Form 8-K on file indicating a change in the registrant's certifying accountants
as of February 2000.

                                        5
<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.

                            Financial Intranet, Inc.
                                  (Registrant)





  Date     December 13, 2001                 /s/ Michael Sheppard
       --------------------------------      -------------------------
                                             Michael Sheppard
                                             President



                                        6