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


                                   FORM 10-QSB/A



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

                For the quarterly period ended September 30, 2004

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

                        Commission file number 000-27023

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

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


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

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


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

The number of shares outstanding of each of the issuers classes of common stock
as of November 12, 2004 is 29,408,870 shares, all in one class of common stock,
$.001 par value.

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





<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.   Unaudited Consolidated Balance Sheet at September 30, 2004

          Unaudited Consolidated Statements of Operations for the nine months
          ended September 30, 2004 and 2003

          Unaudited Consolidated Statements of Cash Flows for the nine
          months ended September 30, 2004 and 2003

          Notes to the Unaudited Consolidated Financial Statements

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

Item 3.   Controls and Procedures

PART II - OTHER INFORMATION


SIGNATURES





                                       2
<PAGE>

                    TECHNEST HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (Unaudited)


                                     ASSETS
Current assets:
 Cash                                                  $       980
                                                         =========




                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
 Accounts payable and accrued expenses                 $   227,810
 Note payable                                               67,158
                                                        ----------
        Total current liabilities                          294,968
                                                        ----------
Stockholders' Deficit:
 Preferred stock, $.001 par value,
  authorized 5,000,000 shares, issued and
  outstanding 0 shares                                        -
 Common stock, $.001 par value, authorized 495,000
  shares, issued and outstanding 29,408,870 shares          29,408
 Subscription receivable                                    (7,035)
 Additional paid in capital                             15,200,049
 Accumulated deficit                                   (15,516,410)
                                                        ----------
        Total stockholders' deficit                       (293,988)
                                                        ----------
                                                       $       980
                                                        ==========















                 See notes to consolidated financial statements
                                        3

<PAGE>

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

<TABLE>
<CAPTION>

                                Nine Months Ended September 30,      Three Months Ended September 30,
                                -------------------------------      --------------------------------
                                    2004            2003                  2004               2003
                                -----------      ----------           -----------         ----------
<S>                            <C>             <C>                  <C>                  <C>
Revenues:                      $     -         $      -             $       -            $     -

General and administrative
 expenses                          97,319          128,517                91,532             40,335
                                ---------       ----------           -----------          ---------
Loss from operations              (97,319)        (128,517)              (91,532)           (40,335)
                                ---------       ----------           -----------          ---------

Other income                         -           2,234,429                  -                  -
                                ---------       ----------           -----------          ---------
Net income (loss)              $  (97,319)     $ 2,105,912          $    (91,532)        $  (40,335)
                                =========       ==========           ===========          =========


NET INCOME (LOSS) PER COMMON SHARE:
       BASIC                   $    (0.00)     $      0.07          $      (0.00)        $    (0.00)
                                =========       ==========           ===========          =========
       DILUTED                 $    (0.00)     $      0.07          $      (0.00)        $    (0.00)
                                =========       ==========           ===========          =========

WEIGHTED AVERAGE NUMBER OF SHARES:
       BASIC                   25,908,870       30,329,477            27,908,870          24,908,870
                               ==========       ==========           ===========          ==========
       DILUTED                 25,908,870       30,329,477            27,908,870          24,908,870
                               ==========       ==========           ===========          ==========

</TABLE>























                 See notes to consolidated financial statements
                                        4

<PAGE>

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

                                        Nine Months Ended September 30,
                                        -------------------------------
                                            2004             2003
                                        ----------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss) from operations     $   (97,319)     $ 2,105,912

 Adjustments to reconcile net income
  (loss) to net cash used in operating
  activities:
 Write-off of liabilities of subsidiary       -          (2,234,429)
 Stock based compensation                   90,000             -
 Changes in assets and liabilities:
  Accounts payable and accrued expenses     (2,689)          88,942
                                        ------------      ---------
                                            87,311       (2,145,487)
                                        ------------      ---------
NET CASH USED IN OPERATING ACTIVITIES      (10,008)         (39,575)
                                        ------------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from notes payable                10,000           32,700
                                        ------------      ---------
NET CASH PROVIDED BY
 FINANCING ACTIVITIES                       10,000           32,700
                                        ------------      ---------
NET DECREASE IN CASH                            (8)          (6,875)

CASH - BEGINNING OF PERIOD                     988            6,875
                                        ------------      ---------
CASH - END OF PERIOD                   $       980      $       -
                                        ============     ==========




















                 See notes to consolidated financial statements
                                        5

<PAGE>


                             TECHNEST HOLDINGS, INC.


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


Note 1-Basis of Interim Financial Statement Presentation

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

The Company has sold off most of its assets to fund its limited operations
including payment of professional fees so as to continue to comply with Exchange
Act of '34 Reporting Requirements and on going operations. The Company has also
written down all investments and is in the process of closing all operations
until it finds an operating company to acquire or merge with . It continues to
monitor the investments that are in its investment Portfolio. The Company's
objective is to maintain good standing then explore a corporate and entity
growth through merger and/or acquisition.

Note 2 - Going Concern

The Company has a working capital deficiency at September 30, 2004 of
approximately $294,000 and recorded net losses for the first nine months of 2004
of approximately $97,319. This raises substantial doubt about the Company's
ability to continue as a going concern. The Company's continued existence is
dependent on its ability to obtain additional debt or equity financing and to
generate profits from operations. The Company is continuing to pursue additional
equity and debt financing. There are no assurances that the Company will receive
additional equity and debt financing. The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

Note 3 - Contingencies

On or about July 23, 1998, H & H Acquisition Corporation, individually and
purportedly on behalf of Technest Holdings, commenced an action in United States
District Court, Southern District of New York entitled H & H Acquisition Corp.,
individually and on behalf of Technest Holdings, Inc. v. Financial Intranet
Holdings, Inc. Technest Holdings, Inc., F/K /A Financial Intranet,  Inc.,

                                        6

<PAGE>

Ben Stein, Interwest Transfer Co., Steven A. Sanders, Michael Sheppard, Maura
Marx, Henry A. Schwartz, Leonard Gotshalk, Gotshalk Enterprises, Law Office of
Steven A. Sanders, P.C. and Beckman, Millman & Sanders, LLP, 98 Civ. 5269. The
Judge is Judge  Barbara S. Jones. The action's  principal  basis  appears to be
plaintiff's claim that Ben Stein wrongfully claims ownership of shares of common
stock that Stein agreed to purchase from plaintiff. According to plaintiff,
these shares  belong to plaintiff. The plaintiff asserts sixteen causes of
action. Only some make allegations against Technest Holdings, Inc., Michael
Sheppard and Maura Marx, former officers

In September 2002 the Company was served with a Summary Judgment Motion
regarding H & H Acquisition Corp. and the Company answered the motion in
November 2002. As of June 12, 2004 the court has not rendered a decision.

On December 21, 2002 the Respondent filed a motion to substitute parties and
represent himself. In June, 2004 the court rejected the motion and ordered the
Respondent to get outside representation.

Note 4 - Stockholders' Deficit

The Company issued 4,500,000 shares in August 2004 in exchange for services
rendered. Such shares have been valued at their fair value and recorded as
compensation expense.

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.
                                        7

<PAGE>


READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS FORM 10-QSB. WE WILL NOT UPDATE THESE
FORWARD-LOOKING STATEMENTS UNLESS THE SECURITIES LAWS AND REGULATIONS REQUIRE US
TO DO SO.

Technest Holdings, Inc., ("Technest Holdings" or the "Company") is a Nevada
Corporation. The company has its executive offices in Ridgefield, CT. The
Company rents these offices on a month to month basis. The Company has withdrawn
its certificate to do business as a Business Development Company.

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

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

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

Critical Accounting Policies

A summary of significant accounting policies is included in Note 3 to the
audited consolidated financial statements included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2003. Management believes
that the application of these policies on a consistent basis enables the Company
to provide useful and reliable financial information about the Company's
operating results and financial condition.

Results of operations


Revenues

There were no revenues for the nine months ended September 30, 2004 and
September 30, 2003, respectively.


                                        8
<PAGE>

 General and administrative expenses

Selling, general and administrative expenses for the nine months ended September
30, 2004 were $91,532 as compared to $40,335 for the nine months ended September
30, 2004. The increase was due to the issuance of stock for services rendered.

Other income

During the second quarter of 2003 the Company wrote-off certain liabilities of
its subsidiary Technest.com, Inc. The liabilities were a lease payable of
$1,968,081 and various accounts payable of $266,348.

Liquidity and capital resources

Cash and cash equivalents were $980 and $-0- at June 30, 2004 and December 31,
2003, respectively.

The Company had a working capital deficiency of $293,989 at June 30, 2004. Net
cash used in operating activities was $10,008 for the nine months ended
September 30, 2004. Cash used in operating activities was primarily attributable
to the net loss of $97,319 off set by an decrease in accounts payable and
accrued expenses of $2,689 and stock based compensation of $45,000. Net cash
used in operating activities for the six months ended June 30, 2003 was $39,575.

There was no net cash used in investing activities for the nine months ended
September 30, 2004 and 2003.

Net cash provided by financing activities was $10,000 for the nine months ended
September 30, 2004 and $32,700 for the nine months ended September 30, 2003 both
of which consisted of the issuance of a note payable.

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


ITEM 3.  CONTROLS AND PROCEDURES

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


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



                                        9



<PAGE>




                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

                  Not applicable

Item 2.           Change in Securities

                  Not applicable

Item 3.           Defaults Upon Senior Securities

                  Not applicable.

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

                  Not applicable.

Item 5.           Other Information

                  Not applicable.

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

                  Exhibit 31 and 32 - Certification of Officer



<PAGE>




                                   SIGNATURES

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


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



December 20, 2004
                                                /s/ Mark Allen
                                                ------------------------
                                                 Mark Allen, Director