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, 2002

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

                        Commission file number 000-27023

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

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


               3350 Peachtree Road, Suite 1050, Atlanta, GA 30326
                    (Address of principal executive offices)

          Issuer's telephone number, including area code: 404-995-9996


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 15, 2002 is 37,082,277 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)


<PAGE>
                    TECHNEST HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002
                                   (Unaudited)


                                     ASSETS

Current assets:
  Cash                                                    $              18,920
  Other receivables                                                      83,320
  Prepaid expenses                                                      192,586
                                                            --------------------
   Total current assets                                                 294,826

Property and equipment                                                  629,017

Investments                                                           1,160,430
                                                            --------------------
                                                          $           2,084,273
                                                            ====================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                   $             437,713
  Note payable                                                           14,000
                                                            --------------------
   Total current liabilities                                            451,713
                                                            --------------------

Stockholders' Equity:
  Common stock, $.001 par value,
    authorized 495,000,000 shares, issued and
    outstanding 37,082,277 shares                                        37,082
  Subscription receivable                                                (7,035)
  Additional paid in capital                                         15,003,375
  Accumulated deficit                                               (13,400,862)
                                                            --------------------
   Total stockholders' equity                                         1,632,560
                                                            --------------------
                                                          $           2,084,273
                                                            ====================



                 See notes to consolidated financial statements

                                        2

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

<TABLE>
<CAPTION>

                                                                                  Three Months Ended March 31,
                                                                       ----------------------------------------------------
                                                                                2002                        2001
                                                                       ------------------------    ------------------------

Revenues:
<S>                                                            <C>                                 <C>
 Realized gain on sales of investments                         $                       113,461     $                     -
 Change in unrealized loss on investments                                              460,795                           -
 Rental and other income                                                                71,983                      38,311
                                                                       ------------------------    ------------------------

Total revenues                                                                         646,239                      38,311

General and administrative expenses                                                    469,310                     386,177
                                                                       ------------------------    ------------------------

Loss from operations                                                                   176,929                    (347,866)
                                                                       ------------------------    ------------------------

Other (income) expenses:
       Interest income                                                                  (1,223)                          -
       Interest expense                                                                      -                      19,500
                                                                       ------------------------    ------------------------
Total other (income) expenses                                                           (1,223)                     19,500
                                                                       ------------------------    ------------------------

Net income (loss)                                                  $                   178,152     $              (367,366)
                                                                       ========================    ========================


BASIC NET INCOME (LOSS) PER
   COMMON SHARE                                                    $                      0.00     $                 (0.00)
                                                                       ========================    ========================

NUMBER OF SHARES USED IN CALCULATING
 BASIC  NET INCOME (LOSS) PER SHARE                                                 37,082,277                  85,163,416
                                                                       ========================    ========================


DILUTED INCOME (LOSS) PER SHARE                                    $                      0.00     $                 (0.00)
                                                                       ========================    ========================

NUMBER OF SHARES USED IN CALCULATING
 BASIC  NET INCOME (LOSS) PER SHARE                                                 48,469,611                 109,921,479
                                                                       ========================    ========================


</TABLE>


                 See notes to consolidated financial statements
                                        3

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                      Three Months Ended March 31,
                                                                              ---------------------------------------------
                                                                                      2002                    2001
                                                                              ----------------------   --------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>                     <C>
  Net income (loss) from operations                                           $             178,152   $           (367,366)
                                                                              ----------------------   --------------------

  Adjustments to reconcile net income
   (loss) to net cash used in operating
   activities:
      Depreciation and amortization                                                          50,910                 49,805
      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                                                 (67,817)                  (890)
      Due to broker                                                                        (187,500)                     -
      Deferred revenue                                                                            -                (37,750)
      Other liabilities                                                                           -                 (4,040)
                                                                              ----------------------   --------------------

                                                                                           (286,064)                 7,125
                                                                              ----------------------   --------------------

NET CASH USED IN OPERATING ACTIVITIES                                                      (107,912)              (360,241)
                                                                              ----------------------   --------------------

CASH FLOWS FROM INVESTING ACTIVITES:
    Purchase of property and equipment                                                       (2,337)               (10,366)
                                                                              ----------------------   --------------------

NET CASH USED IN INVESTING ACTIVITIES                                                        (2,337)               (10,366)
                                                                              ----------------------   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of note receivable - related party                                                   -               (166,000)
    Proceeds from notes payable                                                              14,000                      -
                                                                              ----------------------   --------------------

NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                                                                       14,000               (166,000)
                                                                              ----------------------   --------------------

NET DECREASE IN CASH                                                                        (96,249)              (536,607)

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

CASH - END OF PERIOD                                                          $              18,920   $            179,850
                                                                              ======================   ====================

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
                                        4
<PAGE>



                             TECHNEST HOLDINGS, INC.


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1-Basis of Interim Financial Statement Presentation

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

Note 2 - 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 vigorously 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 $2,500,000.

Note 3 - Subsequent Events

On April 12, 2002  Rollin M. Shouse  resigned  from the Board of  Directors,  as
President of Technest, Inc. and Vice President of Technest Holdings, Inc.

On April 17, 2002 W. Dale Smith resigned from the Board of Directors.

On April 22, 2002, Mark Allen was appointed to the Board of Directors

On April 15, 2002 the counsel for the Plaintiff, H & H Acquisition Corporation
petitioned the court to be removed from their representation and this motion was
approved by the Judge to resign from the legal proceedings against the Company,
Michael Sheppard and Maura Marx. The Judge gave H & H Acquisition until May 22,
2002 to find new counsel and as of this date has not done so. The Company is
planning to make a motion to dismiss if no counsel is hired.

On May 3, 2002, the Company issued a convertible 8% promissory note in the
principal amount of $15,000.00 with a maturity date of August 31, 2002.

                                       5

<PAGE>

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

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

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


Technest Holdings, Inc., ("Technest Holdings" or the "Company") is a Nevada
Corporation that is a Business Development Company and continues to monitor its
investments in its investment Portfolio and wholly owned subsidiary. The company
has its executive offices in Atlanta, GA and one satellite office in New York. .

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.

Results of operations

Revenue
Revenues for the three months ended March 31, 2002 were $646,239 as compared to
$38,311 for the three months ended March 31, 2001. Revenues for the three months
ended March 31, 2002 included realized gains from security transactions of
$113,461 and an unrealized loss of $469,795. This increase also included rental
revenue of $71,983.

General and administrative expenses

General and administrative expenses for the three months ended March 31, 2002
were $469,310 as compared to $386,177 for the three months ended March 31, 2001.
The other increases are attributable to increased business activities
in fiscal 2002 as compared to fiscal 2001.

Depreciation and amortization

Depreciation and amortization consists primarily of depreciation of computer
equipment, furniture, amortization of software development costs. Depreciation
and amortization was $50,910 for the three months ended March 31, 2002 and
$49,805 for the three months ended March 31, 2001. The increase in depreciation
and amortization is due to a small increase in capital expenditures made during
the last quarter of fiscal 2001.

                                       6
<PAGE>

Liquidity and capital resources

Cash and cash equivalents were $16,696 and $115,169 at March 31, 2002 and
December 31, 2001, respectively.

The Company had a working capital of $156,887 at March 31, 2002. Net cash used
in operating activities was $107,912 for the three months ended March 31, 2002.
Cash used in operating activities was primarily attributable to net income of
$178,152 off set by unrealized gain on securities of $(460,795), a decrease in
accounts payable and accrued expenses of $(67,817) offset by non-cash items such
as depreciation and amortization of $50,910. Net cash used in operating
activities for the three months ended March 31, 2001 was $(360,241).

Net cash used in investing activities of $(2,337) for the three months ended
March 31, 2002 for the purchase of property and equipment.

Net cash provided financing activities was $14,000 for the three months ended
March 31, 2002 as which consisted of proceeds from a note payable, as compared
to cash used in financing activities of $(166,000) for the three months ended
March 31, 2001 which consisted of the issuance of a note payable.

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


                                       7
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

                  Not applicable

Item 2.           Change in Securities

Item 3.           Defaults Upon Senior Securities

                  Not applicable.

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

                  None.

Item 5.           Other Information

                  Not applicable.

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

                  None


                                       8
<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 20, 2002               /s/ Michael Sheppard
       ------------                  -----------------------------
                                      Michael Sheppard, President






                                       9