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

                                   FORM 10-KSB

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                  For The Fiscal Year Ended December 31, 2002

                                       Or

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

          For the transition period from __________ to ______________

                        Commission File Number 000-27023

                             TECHNEST HOLDINGS, INC.
                 (Name of Small Business Issuer in its Charter)

             Nevada
  (State or other jurisdiction of                    88-0357272
    Incorporation or Organization)        (I.R.S. Employer Identification No.)


        90 Grove Street
           Suite 205
        Ridgefield, CT                                 06877
 (Address of Principal Executive Offices)            (Zip Code)

                                               203-431-1611
                 Issuer's telephone number (including area code)

Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock par value $.001
                          -----------------------------
                                 Title of Class

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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. [X] 1Yes [ ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ] - Disclosure contained herein.


State  Registrant's  revenues for its most recent fiscal year. $ (545,631) as of
December 31, 2002.


1        Except that this Form 10-KSB has not been timely filed.

<PAGE>

The  number of shares  outstanding  of each of the  issuer's  classes  of Common
Stock,  as of March 31, 2003 is  41,170,692  shares,  all of one class of common
stock,  $.001 par value. Of this number,  a total of 5,909,659  shares having an
aggregate  market  value  of  $118,193,  based  on  the  closing  price  of  the
Registrant's  common stock of $0.02 per share on March 31, 2003 as quoted on the
Electronic   Over-the-Counter   Bulletin   Board   ("OTCBB"),   were   held   by
*non-affiliates of the Issuer.

The issuer had  41,170,692  shares of common stock  outstanding  as of March 31,
2003.

*Affiliates for the purpose of this item refers to the Registrant's officers and
directors  and/or any persons or firms  (excluding  those brokerage firms and/or
clearing houses and/or depository companies holding  Registrant's  securities as
record holders only for their respective  clienteles' beneficial interest) owing
5% or more of the Registrant's common stock, both of record and beneficially.

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

Yes__________No_________ NOT APPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents are herewith incorporated by reference: None

Transitional Small Business Disclosure Format
[  ] Yes [ X ] No


<PAGE>

                                TABLE OF CONTENTS

PART I   .....................................................................1

Item 1.  Description of Business..............................................1

Item 2.  Description of Property..............................................1

Item 3.  Legal Proceedings....................................................2

Item 4.  Submission of Matters to a Vote of Security Holders..................3

PART II  .....................................................................3

Item 5.  Market for Common Equity and Related Stockholder Matters.............4

Item 6.  Management's Discussion and Analysis or Plan of Operation..........5-7

Item 7.  Financial Statements.................................................7

Item 8.  Changes In and Disagreements With Accountants
          and Financial Disclosure............................................8

PART III .....................................................................8

Item 9.  Directors and Executive Officers of the Registrant.................8-9

Item 10. Executive Compensation..............................................10

Item 11. Security Ownership of Certain Beneficial Owners
          and Management and Related Stockholder Matters.....................12

Item 12. Certain Relationships and Related Transactions......................14

Item 13. Exhibits, Lists and Reports on Form 8-K.............................14

Item 14. Controls and Procedures.............................................14

Item 15. Principal Accountant Fees and Services..............................14

Signatures...................................................................15

CERTIFICATION..............................................................16-17

<PAGE>

                                     PART I

Item 1.           Description of Business

Overview

Technest  Holdings,  Inc.,  ("Technest  Holdings" or the  "Company") is a Nevada
corporation.  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 as they explore a corporate and
entity growth through merger and/or acquisition.  Whether the Company is able to
sell the  remaining  assets or not it  believes  to have  exhausted  all current
sources of capital and also believes that it is highly  unlikely that it will be
able to secure additional capital that would be required to undertake additional
steps to continue operations as heretofore existed.

Company History

Technest  Holdings  was  incorporated  in 1993 as Alexis and Co. in the State of
Nevada.  The Company  changed  it's name to Wee Wees Inc. and  subsequently,  on
December  17,  1996  to  Financial  Intranet,  Inc.  after  the  purchase  of  a
controlling  interest by Barry Stein,  the founder of Financial  Intranet,  Inc.
Prior to that date,  Financial Intranet had not conducted any business.  In June
2001 the name was  changed to  Technest  Holdings,  Inc.  along with its trading
symbol  to THNS  (OTCBB).  Reference  is made to prior  10-KSBs  for  historical
information  with  respect to the  Company as well as to such Forms  10-QSBs and
8-Ks as has been filed with the SEC utilizing the Edgar system.

In the first quarter of 2000, we purchased a web site and e-mail magazine,  both
based in the People's  Republic of China. In December 2001 these operations were
discontinued.  In May of 2002 we discontinued our satellite business in Atlanta,
GA and closed and vacated these offices. We now monitor our investments from our
offices in CT.

Employees

As of December 31, 2002 Technest Holdings had no full time employees.  There are
currently no executive officers in the Company.

Item 2. Description of Property

On May 01, 2002, Technest Holdings principal executive offices were relocated to
90 Grove Street Suite 205,  Ridgefield,  CT 06877,  in a  three-story  executive
office  building.  The lease term is 12  (twelve)  months  from  August 2001 and
thereafter on a month to month. The square footage is  approximately  150 square
feet.  Prior to the  relocation,  our executive  offices were at 3350  Peachtree
Road,  Atlanta,  GA 30326. The rent on a  month-to-month  basis is approximately
$500 per month.

                                       1
<PAGE>

Item 3.           Legal Proceedings

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., 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 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, a
former officer. The plaintiff alleges:

o Mr.  Sheppard and Ms. Marx assisted  defendants  Stein and Financial  Intranet
Holdings (a company  owned by Mr.  Stein) in  converting  stock which  plaintiff
allegedly  owns.  Plaintiff  seeks damages  allegedly  sustained  because of the
alleged conversion.

o Mr. Sheppard and Ms. Marx assisted in defrauding plaintiff with respect to the
stock plaintiff claims.  Plaintiff seeks damages allegedly  sustained because of
the alleged fraud.

o Plaintiff  alleges in a derivative  claim,  purportedly  on behalf of Technest
Holdings,  Inc: that Mr.  Sheppard and Ms. Marx permitted  issuance of shares to
defendant  Gotshalk without proper  consideration and at a price lower than that
offered  to a  company  introduced  by  Plaintiff;  that they  refused  to allow
plaintiff  to  purchase  additional  shares;  that  Mr.  Sheppard  and Ms.  Marx
permitted Technest Holdings,  Inc. to pay defendant Schwartz monies which should
not have been paid, and authorized  issuance of stock to Schwartz without proper
authority;  and that Mr.  Sheppard  and Ms. Marx caused the issuance of stock to
themselves without proper authority. Plaintiff seeks damages allegedly sustained
for these alleged wrongful acts.

o A derivative claim purportedly on behalf of Technest Holdings, Inc. seeking an
order directing the holding of a shareholders  meeting and rescission of actions
determined to be improper by the Court or its designee.  A shareholders  meeting
was held in December 1998.

o Technest Holdings,  Inc. and its former transfer agent wrongfully  transferred
shares  belonging to plaintiff to a third party. The transfer agent has asserted
a claim against us seeking  indemnification for any liabilities  incurred by the
transfer agent in this action.

o Plaintiff is entitled to $2,500, plus interest,  from us for alleged breach of
contract. Technest Holdings, Inc. settled this cause of action.

Plaintiff also seeks an accounting from Mr.  Sheppard,  among other  defendants,
for damages Technest Holdings, Inc. allegedly suffered.

Technest  Holdings,  Inc.,  Mr.  Sheppard  and Ms. Marx  believe that the claims
against Technest Holdings, Inc., Mr. Sheppard and Ms. Marx are without merit and
are defending the action.  Technest  Holdings,  Inc., Mr.  Sheppard and Ms. Marx
have filed responses to the claims against them. The responses deny all material
allegations of the complaint and the claim asserted by the transfer  agent,  and
asserts a variety of defenses.  Discovery is in its early stages. We cannot make
any assurances about the litigation's outcome. If the plaintiff prevails against
us, we could be adversely affected.

On November 22, 2002, a Default Judgment in the sum of $23,835 plus interest and
related costs was entered  against the  Registrant  in the County Court,  Dallas
County,  Texas in the matter  entitled  Bowne of Dallas,  plaintiff v. Financial
Intranet a.k.a. Technest Holdings, Inc. defendents (Case No. CC-02-03932-A).

In January  2003 the Company was served with a Summary  Judgment  Motion and the
Company answered the motion.  As of May 8, 2003 the court has not yet rendered a
decision.

                                       2
<PAGE>

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

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

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

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

Subsequent Events

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

     2. On March 31, 2003 Jose A. Auffant resigned as Secretary/Treasurer of the
Company.

     3. On April 1, 2003,  the Company  entered into an Exchange  Agreement with
six separate  entities who collectively  owned 16,261,822  shares of registrants
common stock and who agreed to exchange same for 522,000  shares of common stock
of  Corpfin.com,  Inc.  owned by  registrant.  The  16,261,822  shares are to be
retired by registrant upon receipt.

     3. See Item 3, Litigation,  with respect to recent  developments  regarding
outstanding litigation. PART II

Item 5.           Market for Common Equity and Related Stockholder Matters

Until March 30, 2001 our common stock was traded on the OTCBB under the symbol
FNTN. On April 2, 2001 our trading symbol was changed to FNIT and in July 2001
it was changed to THNS. Prior to our initial public offering on December 16,
1996, there was no public trading market for such shares. The following table
sets forth the high and low closing bid quotations for the Company's common
stock:

Calendar Year                                        High                  Low
-------------                                        ----                  ---
2002
First Quarter                                       $0.05                $0.02
Second Quarter                                      $0.04                $0.01
Third Quarter                                       $0.02               $0.001
Fourth Quarter                                      $0.02                $0.00

2001
First Quarter                                      $2.275                $0.70
Second Quarter                                      $0.50                $0.20
Third Quarter                                       $0.40                $0.10
Fourth Quarter                                      $0.30                $0.05


                                       3
<PAGE>

The above quotations reflect inter-dealer prices, without retail mark-up,
markdown or commission. These quotes are not necessarily representative of
actual transactions or of the value of our common stocks, and are in all
likelihood not based upon any recognized criteria of securities valuation as
used in the investment banking community. All Stock prices reflect the 1 for 35
stock split effective April 2, 2001.

As of March 31, 2003 there were approximately 95 record holders of our Company's
common stock and approximately 3,000 beneficial Stockholders.

Listing of the Company's Common Stock on the OTCBB is current under the symbol
THNSE due to the Registrant's failure to timely comply with '34 Exchange Act
Reporting Requirements and in particular its failure to timely file this Form
10-KSB.

Dividends

The Company has not paid and does not anticipate paying any dividends on its
common stock in the foreseeable future. The payment of any cash dividends will
be at the discretion of the board of directors and will be dependent upon our
results of operations, financial condition, capital requirements, contractual
restrictions and other factors deemed relevant by the board.


                                       4
<PAGE>

Item 6.           Management's Discussion and Analysis or Plan of Operation

Forward Looking Statements

THE FOLLOWING MANAGEMENT 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-KSB. THIS REPORT OF
FORM 10-KSB 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 "EXPECTS" "MAY," "EXPECT," "BELIEVE,"
"ANTICIPATE," "INTEND," "COULD," "ESTIMATE," CONTINUE," `PLANS," AND OTHER
SIMILAR PHRASES OR THEIR NEGATIVES OR COGNATES WITHIN THE MEAN OF SECTION 27A OF
THE SECURITIES AND EXCHANGE ACT OF 1933 AS AMENDED, AND SECTION 21E OF THE
SECURITIES AND EXCHANGE ACT OF 1934. 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-KSB 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 DISCUSSED IN THIS SECTION AS WELL AS ELSEWHERE IN
THIS FORM 10-KSB. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS DISCUSSION. WE WILL NOT UPDATE
THESE FORWARD-LOOKING STATEMENTS UNLESS THE SECURITIES LAWS AND REGULATIONS
REQUIRE US TO DO SO. THE COMPANY IS UNDER NO OBLIGATION TO REVISE ANY
FORWARD-LOOKING STATEMENTS CONTAINED HEREIN, WHICH ARE AS OF THE DATE HEREOF.
READERS ARE CAUTIONED TO NOT PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS DISCUSSION.

The following discussion and analysis of the results of operations and financial
condition of Technest Holdings, Inc. for the years in the two-year period ended
December 31, 2002 and 2001, should be read in conjunction with the Company's
Financial Statements and related notes thereto and schedules included elsewhere
herein.

Overview

Registrant is a Nevada  corporation that oversees the company's  activities from
its office in  Ridgefield,  Connecticut.  The Company  discontinued  its working
operations in the United States in May 2002 and is actively pursuing options for
sale, merger or acquisition.

                                       5
<PAGE>

In April 2001, the Company acquired Technest.com,  Inc. ("Technest") a privately
held business development company based in Atlanta, GA. Technest had 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.  Technest,Inc.  the operating company ceased business in May
2002 and was sold in March 2003.  The parent  company  also sold off most of its
equity investments to raise cash for the operations of the company.  The Company
is actively looking for a merger partner. It has been our intention to wind down
our operations as much as we can until we can find an active partner to merge.

Results of operations:

Year ended December 31, 2002 compared with December 31, 2001.

Revenue

Realized gain (loss) on investments decreased $1,587,238 from a gain of
$1,479,787 for the year ended 2001 to a loss of $(107,451) for the year ended
2002 due to results in our trading of short-term positions. The change in
unrealized loss on investments was for the year ended 2002 was $(492,164) as
opposed to ($3,055,089) for the year ended 2001, which resulted from a further
write-down of our long-term investment portfolio. Rental and other income
decreased $217,171 to $53,984 in 2002 from $271,155 in 2001. This decrease is
attributable to the closing down of our business and facility in our Atlanta
office.

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31,
2002 were $2,793,096 as compared to $2,280,866 for the year ended December 31,
2001 .

Depreciation and Amortization

Depreciation and amortization consists primarily of depreciation of computer
equipment, furniture, amortization of software development costs. Depreciation
and amortization was $101,818 for the year ended December 31, 2002 and $270,615
for the year ended December 31, 2001. The decrease in depreciation and
amortization is due to the selling off of significant assets in 2002. We are
announcing our intentions of winding down our operations.

Extinguishment of debt

The gain of $100,000 on extinguishment of debt represents settlement of accounts
payable in the year ended 2001.

                                       6
<PAGE>

Income taxes

No provision for federal and state income taxes has been recorded in 2001 and
2002. 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 carry
forwards 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

Our sources of capital have been extremely limited. Cash and cash equivalents
were $6,875 and $115,169 at December 31, 2002 and December 31, 2001,
respectively.

The Company had a working capital deficiency of $2,373,421 at December 31, 2002.
Net cash used in operating activities was $868,607 for the year ended December
31, 2002. Cash used in operating activities was primarily attributable to net
loss of $3,907,829 offset by unrealized loss in securities of $492,164 and
accounts payable and accrued expenses of $1,874,786 offset by non-cash items
such as depreciation and amortization of $101,818 and loss on disposition of
fixed assets of $529,102.

Net cash provided by investing activities was $720,313 for the year ended
December 31, 2002 as opposed to $502,336 cash provided by investing activities
for the year ended December 31, 2001. Investing activities for year ended
December 31, 2002 was primarily attributable to the sale of investments for
$207,451 and certificate of deposit of $466,192. For the year ended December 31,
2001 investing activities consisted of proceeds from sales of investments of
$444,000, certificate of deposit of $74,473, cash acquired of $28,224 offset by
purchase of property and equipment of $(44,361).

Net cash provided by financing activities for the year ended December 31, 2002
of $40,000 consisted of proceeds from a note payable. For the year ended
December 31, 2001 financing activities consisted of payments of notes payable of
$(300,000), issuance of note receivable -related party of $(199,256) and
proceeds from notes payable of $20,000.

Technest Holdings, Inc has satisfied its cash requirements primarily through its
short-term investments, loans and private placements of common stock, warrants
and debentures convertible into shares of common stock, as well as the issuance
of common stock in lieu of payment for services.


                                       7
<PAGE>



Item 7.           Financial Statements.

Attached as pages F-1 through F-17.


                             TECHNEST HOLDINGS, INC.
                              FINANCIAL STATEMENTS

                                      INDEX
                                                                   Page Number

INDEPENDENT AUDITORS' REPORT                                          F - 2

CONSOLIDATED FINANCIAL STATEMENTS:

       Balance Sheet                                                  F - 3

       Statements of Operations                                       F - 4

       Statements of Stockholders' Equity (Deficit)                   F - 5

       Statements of Cash Flows                                       F - 6

       Notes to Financial Statements                            F - 7 to F - 17





                                       F-1
<PAGE>




                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Technest Holdings, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Technest
Holdings, Inc. and Subsidiaries as of December 31, 2002, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the years ended December 31, 2002 and 2001. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects the financial position of Technest Holdings,
Inc. and Subsidiaries as of December 31, 2002, and the results of its
operations, stockholders' equity (deficit) and its cash flows for the years
ended December 31, 2002, and 2001, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements the Company has negative working capital of
$2,373,421 and an accumulated deficit of $17,486,843 at December 31, 2002, and
has incurred significant recurring operating losses which raise substantial
doubt about its ability to continue as a going concern without the raising of
additional debt and/or equity financing to fund operations. Management's plans
in regard to these matters are described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

                                           /s/ Sherb & Co., LLP
                                               Sherb & Co.,  LLP
                                               Certified Public Accountants

New York, New York
April --, 2003


                                      F-2
<PAGE>

                    TECHNEST HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002


                                     ASSETS
Current assets:
  Cash                                                    $               6,875
                                                            --------------------
                                                          $               6,875
                                                            ====================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                   $           2,380,296
                                                            --------------------
       Total current liabilities                                      2,380,296
                                                            --------------------

Stockholders' deficit:
  Preferred stock, $.001 par value,
    authorized 5,000,000 shares, issued and
    outstanding -0- shares                                                 -
  Common stock, $.001 par value,
    authorized 495,000,000 shares, issued and
    outstanding 41,170,692 shares                                        41,170
  Subscription receivable                                                (7,035)
  Additional paid in capital                                          15,079,287
  Accumulated deficit                                               (17,486,843)
                                                            --------------------
       Total stockholders' deficit                                   (2,373,421)
                                                            --------------------

                                                          $               6,875
                                                            ====================


                 See notes to consolidated financial statements
                                       F-3
<PAGE>

                    TECHNEST HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                       Years Ended December 31,
                                                                       -----------------------------------------------------
                                                                                 2002                        2001
                                                                       -------------------------    ------------------------

Revenues:
<S>                                                                   <C>                           <C>
       Realized gain (loss) on sales of investments                   $                (107,451)    $             1,479,787
       Change in unrealized loss on investments                                        (492,164)                 (3,055,089)
       Rental and other income                                                           53,984                     271,155
                                                                       -------------------------    ------------------------

Total revenues                                                                         (545,631)                 (1,304,147)

General and administrative expenses                                                   2,793,096                   2,280,866
                                                                       -------------------------    ------------------------

Loss from operations                                                                 (3,338,727)                 (3,585,013)
                                                                       -------------------------    ------------------------

Other (income) expenses:
       Other expenses                                                                         -                     208,333
       Loss on disposition of property and equipment                                    529,102                           -
       Interest income                                                                        -                     (47,482)
       Gain on extinguishment of debt                                                         -                    (100,000)
       Interest expense                                                                  40,000                     125,597
                                                                       -------------------------    ------------------------
Total other (income) expenses                                                           569,102                     186,448
                                                                       -------------------------    ------------------------

Net loss                                                            $                (3,907,829)    $            (3,771,461)
                                                                       =========================    ========================


BASIC AND DILUTED NET LOSS PER
   COMMON SHARE                                                     $                     (0.10) $                    (0.08)
                                                                       =========================    ========================

NUMBER OF SHARES USED IN CALCULATING
 BASIC  AND DILUTED NET LOSS PER SHARE                                               38,785,727                  48,469,611
                                                                       =========================    ========================

</TABLE>


                 See notes to consolidated financial statements
                                       F-4

<PAGE>

         TECHNEST HOLDINGS, INC. AND SUBSIDIARIES

    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>

                                  Common Stock
                                 ---------------------------    Additional       Accumulated   Subscription
                                   Shares         Amount       Paid In Capital    Deficit      Receivable        Total
                                 ------------   ------------   --------------   ------------   ------------   -------------

<S>              <C>              <C>            <C>            <C>             <C>             <C>            <C>
Balance, January 1, 2001          85,163,416     $   85,163     $ 13,653,701    (13,489,451)    $        -     $   249,413

1:35 Reverse stock split         (82,730,120)       (82,730)          82,730              -              -               -

Beneficial conversion of note              -              -           25,000              -              -          25,000

Issuance of stock pursuant to
  reverse acquisition             33,450,000         33,450        1,079,708      3,681,898         (7,035)      4,788,021

Issuance of stock in lieu of
  consulting fees                    800,000            800           55,200              -              -          56,000

Issuance of stock upon
  conversion of note                 398,981            399           99,346              -              -          99,745

Issuance of stock warrants                 -              -            7,690              -              -           7,690

Net loss                                   -              -                -     (3,771,461)             -      (3,771,461)
                                 ------------   ------------   --------------   ------------   ------------   -------------

Balance, December 31, 2001        37,082,277         37,082       15,003,375    (13,579,014)        (7,035)      1,454,408

Beneficial conversion feature              -              -           40,000              -              -          40,000

Issuance of stock upon
  conversion of note               4,088,415          4,088           35,912              -              -          40,000

Net loss                                   -              -                -     (3,907,829)             -      (3,907,829)
                                 ------------   ------------   --------------   ------------   ------------   -------------

Balance, December 31, 2002        41,170,692     $   41,170     $ 15,079,287    (17,486,843)    $   (7,035)    $(2,373,421)
                                 ============   ============   ==============   ============   ============   =============

</TABLE>




                 See notes to consolidated financial statements
                                       F-5
<PAGE>

                    TECHNEST HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                            Years Ended December 31,
                                                        ---------------------------------
                                                             2002              2001
                                                        ----------------  ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                     <C>               <C>
  Net loss from operations                              $    (3,907,829)  $   (3,771,461)
                                                        ----------------  ---------------

  Adjustments to reconcile net loss to
   net cash used in operating activities:
      Depreciation and amortization                             101,818          203,948
      Amortization of capitalized costs                               -           66,667
      Loss on disposition of fixed assets                       529,102            8,142
      Write off of capitalized software                               -          208,333
      Write-off of note receivable                                    -          299,256
      Stock issued for interest                                       -            4,745
      Stock and warrants issued for services                          -           63,690
      Services rendered for payment of note                           -          (55,416)
      Unrealized loss on securities                             492,164        3,055,089
      Beneficial conversion feature                              40,000                -
      Other                                                           -          (10,000)

  Changes in assets and liabilities:
      Accounts receivable                                         1,566           26,283
      Prepaid expenses                                          125,606           16,155
      Other receivables                                          61,680         (125,606)
      Deposits                                                        -            5,263
      Accounts payable and accrued expenses                   1,874,786         (172,485)
      Due to broker                                            (187,500)         187,500
      Deferred revenue                                                -          (56,425)
      Other liabilities                                               -          (37,381)
                                                        ----------------  ---------------

                                                              3,039,222        3,687,758
                                                        ----------------  ---------------

NET CASH USED IN OPERATING ACTIVITIES                          (868,607)         (83,703)
                                                        ----------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITES:
    Purchase of property and equipment                                -          (44,361)
    Proceeds from sale of property and equipment                 46,670                -
    Certificate of deposit                                      466,192           74,473
    Sale of investments                                         207,451          444,000
    Cash acquired on acquisition                                      -           28,224
                                                        ----------------  ---------------

NET CASH PROVIDED BY INVESTING ACTIVITIES                       720,313          502,336
                                                        ----------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of note receivable - related party                       -         (199,256)
    Proceeds from notes payable                                  40,000           20,000
    Payments of notes payable                                         -         (300,000)
                                                        ----------------  ---------------

NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                                           40,000         (479,256)
                                                        ----------------  ---------------

NET DECREASE IN CASH                                           (108,294)         (60,623)

CASH - BEGINNING OF YEAR                                        115,169          175,792
                                                        ----------------  ---------------

CASH - END OF YEAR                                      $         6,875    $     115,169
                                                        ================  ===============

                                      F-6
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Conversion of notes payable and
      accrued interest to common stock                  $        40,000    $      99,745
                                                        ================  ===============
     Reduction in cost of investment due
      to cancellation of note payable
      and accrued interest                              $      723,299     $          -
                                                        ================  ===============
     Assets and liabilities acquired from
      Financial Intranet, Inc.:
     Accounts receivable                                $             -    $      27,849
                                                        ================  ===============
     Prepaid assets                                     $             -    $      77,835
                                                        ================  ===============
     Property and equipment                             $             -    $      12,753
                                                        ================  ===============
     Capitalized software development costs             $             -    $     275,000
                                                        ================  ===============
     Other assets                                       $             -    $      28,084
                                                        ================  ===============
     Accounts payable and accrued expenses              $             -    $     369,808
                                                        ================  ===============
     Note payable                                       $             -    $      85,000
                                                        ================  ===============

</TABLE>


                 See notes to consolidated financial statements
                                      F-6a


<PAGE>
                     TECHNEST HOLDINGS INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

1.       ORGANIZATION

          Technest Holdings Inc. (the "Company") changed its name from Financial
          Intranet  Inc., in June 2001.  The Company,  formerly Wees Wees , Inc.
          (which  was  formerly  Alexis & Co.),  was  incorporated  in Nevada on
          December 16, 1993. The Company is a business  development  company and
          all  of  its   business  is   conducted   through  its  wholly   owned
          subsidiaries.

          On April 5, 2001, the Company  acquired all of the outstanding  common
          stock of Technest Inc. (formerly "Technest.com,  Inc."), a corporation
          incorporated in Delaware on January 10, 2000, pursuant to an Agreement
          and Plan of  reorganization  dated March 21, 2001.  Technest Inc. is a
          technology  company that invests in development  stage  companies with
          promising  technology designed for commercial  applications.  Technest
          Inc.  furnishes  such  companies  with seed capital and provides  them
          access to professional business services.

          Technest Holdings Inc., Technest.com, Inc. and the shareholders of the
          companies  under  the  terms of the  Agreement,  the  stockholders  of
          Technest.com  Inc.  received a total of 33,450,000  shares of Technest
          Holdings Inc.  common stock,  which was equivalent to 90% of the total
          number  of  common  stock  outstanding,  in  exchange  for  all of the
          outstanding shares, or 100%, of Technest.com Inc. common stock.

          This acquisition has been accounted for as a reverse acquisition under
          the purchase method for business combinations.  The combination of the
          two companies is recorded as a  recapitalization  of Technest.com Inc,
          pursuant  to which  Technest.com  Inc.  is treated  as the  continuing
          entity.

2.       GOING CONCERN

          The accompanying financial statements have been prepared in conformity
          with  generally  accepted  accounting  principles,  which  contemplate
          continuation of the Company as a going concern.  However,  at December
          31, 2002,  the Company had negative  working  capital in the amount of
          $2,373,421 and an accumulated  deficit of  $17,486,843.  The continued
          existence of the Company is dependent  upon the  Company's  ability to
          generate  positive  revenue from the trading of  securities or to seek
          additional financing.

          Management is actively  pursuing new debt and/or equity  financing and
          continually  evaluating  the  Company's  profitability;  however,  any
          results of their plans and actions cannot be assured. The consolidated
          financial  statements do not include any adjustments that might result
          from the outcome of this uncertainty.


                                       F-7
<PAGE>


3.   SIGNIFICANT ACCOUNTING POLICIES

     Use of Estimates
     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reported period. Actual results could differ from those
     estimates.

     Principles of Consolidation
     The financial statements include the accounts of Technest Holdings Inc.
     (the Company) and its wholly owned subsidiaries. All intercompany balances
     and transactions have been eliminated in consolidation.

     Cash and cash equivalents
     The Company considers all highly liquid temporary cash investments with an
     original maturity of three months or less when purchased, to be cash
     equivalents.

     Security Valuation
     Investments are carried at fair value, which for readily marketable
     securities, represents the last reported sales price or bid price on the
     valuation date. Investments in restricted securities and securities which
     are not marketable are carried at fair value as determined in good faith by
     management, in the exercise of its judgement, after taking into
     consideration various indications of value available to them. These values
     may differ significantly from the values that ultimately will be realized.
     As of December 31, 2002, the value of all the Company's securities was
     $-0-.

     Property and equipment
     Property and equipment are recorded at cost. Expenditures for major
     additions and betterments are capitalized. Maintenance and repairs are
     charged to operations as incurred. Depreciation of property and equipment
     is computed under the straight line method over the estimated useful lives
     of the assets. Leasehold improvements are amortized over the lesser of the
     lease term or the assets' useful lives. Upon sale or retirement of property
     and equipment, the related cost and accumulated depreciation are removed
     from the accounts and any gain or loss is reflected in operations.
     Depreciation and amortization expense for the years ended December 31, 2002
     and 2001 was $101,818 and $270,615, respectively. At December 31, 2002, the
     Company has disposed of all property and equipment.

                                      F-8
<PAGE>

     Fair value of financial instruments
     The carrying amounts reported in the balance sheet for cash, accounts
     payable and accrued expenses approximate fair value based on the short term
     maturity of these instruments.

     Impairment of long-lived assets
     In the event that facts and circumstances indicate that the cost of an
     asset may be impaired, an evaluation of the recoverability would be
     performed. If an evaluation is required, the estimated future undiscounted
     cash flows associated with the asset would be compared to the asset's
     carrying amount to determine if a write-down to market value is required.
     At December 31, 2001, the Company wrote off $208,333 of capitalized
     software costs.

     Income taxes
     The Company reports income taxes in conformity with Financial Accounting
     Standards No. 109 - Accounting for Income Taxes, which requires recognition
     of deferred tax assets and liabilities for the expected future tax
     consequences of events that have been included in the financial statements
     or tax returns. Under this method, deferred tax assets and liabilities are
     based on the differences between the financial statement and the tax bases
     of assets and liabilities using enacted tax rates in effect for the year in
     which the differences are expected to reverse.

     Loss per share
     Accounting Standards No. 128, "Earnings Per Share" (SFAS 128) requires the
     presentation of basic and diluted earnings per share. Basic earnings (loss)
     per share is computed by dividing net earnings (loss) available to common
     stockholders by the weighted average number of common shares outstanding
     during the period. Diluted earnings (loss) per share is computed by
     dividing the net earnings (loss) by the weighted common shares and dilutive
     common stock equivalents outstanding during the period. Common stock
     equivalents have been excluded from the weighted average shares for 2002
     and 2001 because their inclusion would be anti-dilutive.

     Revenue recognition
     Rental income is recognized when the services have been performed. Realized
     gain on security sales is the difference between the cost basis and sales
     price of the securities sold. Unrealized loss on securities represent the
     change in the difference between the fair value (carrying value) of the
     securities at the statement date and the cost basis.


                                      F-9
<PAGE>

     Stock based compensation
     Financial Accounting Statement No. 123, Accounting for Stock Based
     Compensation, encourages, but does not require companies to record
     compensation cost for stock-based employee compensation plans at fair
     value. The Company has chosen to continue to account for stock-based
     compensation using the intrinsic method prescribed in Accounting Principles
     Board Opinion No. 25, Accounting for Stock Issued to Employees, and related
     interpretations. Accordingly, compensation cost for stock options is
     measured as the excess, if any, of the quoted market price of the Company's
     stock at the date of the grant over the amount an employee must pay to
     acquire the stock. The Company has adopted the "disclosure only"
     alternative described in SFAS 123 and SFAS 148, which require pro forma
     disclosures of net income and earnings per share as if the fair value
     method of accounting had been applied.

     Recently issued accountant pronouncements
     In April  2002,  the FASB  issued  SFAS No.  145  "Rescission  of FASB
     Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
     Technical Corrections." This statement rescinds SFAS No. 4, "Reporting
     Gains and Losses from  Extinguishment  of Debt," and an  amendment  of
     that  statement,  SFAS No. 44,  "Accounting  for Intangible  Assets of
     Motor  Carriers,"  and SFAS No. 64,  "Extinguishments  of Debt Made to
     Satisfy Sinking-Fund Requirements." This statement amends SFAS No. 13,
     "Accounting  for  Leases," to  eliminate  inconsistencies  between the
     required  accounting for sale-leaseback  transactions and the required
     accounting for certain lease  modifications that have economic effects
     that are similar to sale-leaseback transactions.  Also, this statement
     amends other  existing  authoritative  pronouncements  to make various
     technical   corrections,   clarify   meanings,   or   describe   their
     applicability  under  changed  conditions.  Provisions of SFAS No. 145
     related to the rescission of SFAS No. 4 were effective for the Company
     on  November  1,  2002  and  provisions  affecting  SFAS  No.  13 were
     effective for transactions  occurring after May 15, 2002. The adoption
     of SFAS  No.  145 did not  have a  material  impact  on our  financial
     statements.

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities." This statement covers
     restructuring type activities beginning with plans initiated after December
     31, 2002. Activities covered by this standard that are entered into after
     that date will be recorded in accordance with the provisions of SFAS No.
     146. Management does not believe there will be a significant impact on our
     consolidated financial position or results of operations.


                                      F-10
<PAGE>


     In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
     Compensation-Transition and Disclosure," which provides alternative methods
     of transition for a voluntary change to fair value based method of
     accounting for stock-based employee compensation as prescribed in SFAS 123,
     "Accounting for Stock-Based Compensation." Additionally, SFAS 148 required
     more prominent and more frequent disclosures in financial statements about
     the effects of stock-based compensation. The provisions of this Statement
     are effective for fiscal years ending after December 15, 2002, with early
     application permitted in certain circumstances. The Company has adopted the
     disclosure provisions in these consolidated financial statements as
     disclosed above under Stock Based Compensation.

     In November 2002, the FASB Issued FASB interpretation (FIN) No. 45
     "Guarantor's Accounting and Disclosure Requirements for Guarantees,
     Including Indirect Guarantees of Indebtedness of Other." FIN No. 45
     requires guarantor to recognize, at the inception of a qualified guarantee,
     a liability for the fair value of the obligation undertaken in issuing or
     modified after December 31, 2002. Management does not expect adoption of
     this Interpretation to have a material impact on the Company's financial
     condition or results of operations.

4.   COMMITMENTS

     Operating leases
     Technest leased office space under a five year operating lease which
     commenced on April 17, 2000, and was amended for additional space on
     September 17, 2000. The lease was to expire in April 2005, unless sooner
     terminated as provided for in the lease. In February 2002, the Company
     defaulted on its lease provisions and a certificate of deposit of $466,192
     was liquidated to satisfy the amounts outstanding under the lease agreement
     through March 31, 2002. In August 2002 the landlord obtained a judgment
     against the Company for $1,968,081 for amounts due under the lease
     agreement. Such amount has been accrued and included in accrued expenses at
     December 31, 2002.

     In addition, the Company leases office space in Ridgefield,  CT on a month
     to month basis.

     Rent expense for the years ended December 31, 2002 and 2001, was $2,016,730
     (including the judgment for $1,968,081) and $673,731, respectively.

5.   STOCKHOLDERS' DEFICIT

     On March 19, 2001, the Board of Directors approved a 1 to 35 reverse stock
     split of common stock, which took effect April 2, 2001. The par value of
     the common stock remained at $.001.

                                      F-11

<PAGE>

     On June 28, 2001, the Company amended its Restated Articles of
     Incorporation to increase the number of authorized shares of all classes of
     capital stock of the Company to 500,000,000 of which 495,000,000 shares,
     $.001 par value, are common stock and 5,000,000 shares, $.001 par value are
     preferred stock.

     On April 5, 2001, the Company issued 10,000,000 shares of common stock and
     in June 2001, the Company issued the remaining 23,450,000 shares of common
     stock to the shareholders of Technest.com Inc. pursuant to an Agreement and
     Plan of Reorganization dated March 21, 2001.

     On August 27, 2001, the Company converted $95,000 principal note payable
     including $4,745 accrued interest into 398,981 shares of the Company's
     common stock. The value attributable to the beneficial conversion feature,
     $25,000, was charged to interest expense in 2001.

     On November 13, 2001, the Company settled its obligation of $56,000 under a
     Consulting Agreement with the issuance of 800,000 shares of the Company's
     common stock.

     On August 15, 2002, the Company issued 4,088,415 shares of common stock to
     satisfy promissory notes of $40,000. The value attributable to the
     beneficial conversion feature of the promissory notes of $40,000 was
     charged to interest expense in 2002.


6.       COMMON STOCK WARRANTS AND OPTIONS

         2001 Stock Option Plan
         In June 2001, the Company established the 2001 Stock Option Plan
         ("Plan") which provides for the granting of options which are intended
         to qualify either as incentive stock options ("Incentive Stock
         Options") within the meaning of Section 422 of the Internal Revenue
         Code of 1986, as amended, or as options which are not intended to meet
         the requirements of such section ("Non-Statutory Stock Options"). The
         total number of shares of common stock for issuance under the 2001 Plan
         shall not exceed 10,000,000. Options to purchase shares may be granted
         under the Plan to persons who, in the case of Incentive Stock Options,
         are key employees (including officers) of the Company or, in the case
         of Non-statutory Stock Options, are key employees (including officers)
         or nonemployee directors of, or nonemployee consultants to, the
         Company.



                                      F-12
<PAGE>

         The exercise price of all Incentive Stock Options granted under the
         Plan must be at least equal to the fair market value of such shares on
         the date of the grant or, in the case of Incentive Stock Options
         granted to the holder of more than 10% of the Company's common stock,
         at least 110% of the fair market value of such shares on the date of
         the grant. The maximum exercise period for which Incentive Stock
         Options may be granted is ten years from the date of grant (five years
         in the case of an individual owning more than 10% of the Company's
         common stock). The aggregate fair market value (determined at the date
         of the option grant) of shares with respect to which Incentive Stock
         Options are exercisable for the first time by the holder of the option
         during any calendar year shall not exceed $100,000.

         The exercise price of all Non-Statutory Stock Options granted under the
         Plan must be at least equal to 85% of the fair market value of such
         shares on the date of the grant.

         No options have been granted pursuant to the Plan in the current year.

         The Company applies APB 25 in accounting for its stock option plans.
         Accordingly, stock compensation cost has been recorded based on the
         intrinsic value of the options only. Had compensation cost for the
         Company's stock options been recognized based on the fair value on the
         grant date under the methodology prescribed by SFAS 123, the Company's
         net loss and net loss per share for the year ended December 31, 2001
         would have been impacted as indicated in the following table:

                                                              2001
                                                      ----------------------
         Net loss as reported                     $        (3,771,461)
         Pro forma net loss                       $        (4,575,502)
         Net loss per share as reported           $          (0.08)
         Pro forma net loss per share             $          (0.09)


         The above pro forma amount for purposes of SFAS 123 reflect the portion
         of the estimated fair value of awards earned in 2001. For purposes of
         pro forma disclosure, the estimated fair value of options is amortized
         over the vesting period of the stock options granted. The effects on
         pro forma disclosure of applying SFAS 123 are not likely to be
         representative of the effect on pro forma disclosures of future years.


                                      F-13
<PAGE>

         The Company utilizes the Black-Scholes option-pricing model to
         calculate the fair value of each individual issuance of options and
         warrants. The Company issued 50,000 warrants during the year ended
         December 31, 2001 and recognized consulting expense of $7,690. Such
         value was determined using the Black-Scholes method pricing model with
         the weighted average assumptions listed below. The per-share weighted
         average fair value of stock options granted during 2001 was $1.54, on
         the date of grant using Black-Scholes pricing model and the following
         assumptions:


              Expected life of option (in years)                         2

              Risk-free interest rate                                  5.68%
              Expected volatility                                     200.0%
              Expected dividend yield                                   0%

         Summary information with respect to stock warrants granted is as
follows:

<TABLE>
<CAPTION>
                                                                              Weighted Average
                                                     Number of Shares          Exercise Price
                                                     -----------------     -----------------------
<S>              <C>                                          <C>                  <C>
Balance, January 1, 2001                                      262,583              $19.43
     Granted                                                   50,000              $0.10
                                                     -----------------
Balance, December 31, 2001                                    312,583              $16.36
     Granted                                                     -                    -
                                                     -----------------
Balance, December 31, 2002                                    312,583              $16.36
                                                     =================
</TABLE>

         Summary information with respect to stock options granted is as
follows:

<TABLE>
<CAPTION>
                                                                           Weighted Average
                                                     Number of Shares       Exercise Price
                                                     -----------------    --------------------
<S>              <C>                                          <C>                       <C>
Balance, January 1, 2001                                      427,204                   $2.57
     Granted                                                  519,920                   $0.35
                                                     -----------------
Balance, December 31, 2001                                    947,124                   $1.35
     Granted
                                                                 -
                                                     -----------------
Balance, December 31, 2002                                    947,124                   $1.35
                                                     =================
</TABLE>

                                      F-14
<PAGE>

The following table summarizes the Company's stock options and warrants
outstanding at December 31, 2002:

<TABLE>
<CAPTION>

                                                   Options and warrants outstanding and exercisable
                                          -------------------------------------------------------------------
                                                              Weighted average          Weighted average
                       Exercise price          Number          remaining life            exercise price
                     -------------------- ------------------ ---------------------     ----------------------
<S>            <C>              <C>                 <C>              <C>           <C>
               $         0.10 - 0.35                798,491          2.66          $                    0.34

               $         3.50 - 6.65                198,633           1            $                    5.86
               $        9.63 - 21.00                256,869           5            $                   17.75
               $           253.75                     5,714           1            $                  253.75
                                          ------------------
                                                  1,259,707
                                          ==================
</TABLE>

8.       INCOME TAXES

         At December 31, 2002, the Company had net operating loss carryforwards
         for federal income tax purposes of approximately $8,214,000, which
         begin to expire in 2022. The Company's net operating loss carryforwards
         may be subject to certain limitations on annual utilization in the
         event of changes in ownership of the Company. These limitations could
         significantly reduce the amount of the net operating loss carryforwards
         available to the Company in the future.


         A reconciliation of the provision for income taxes (benefit) to the
         federal statutory rate is as follows:

                                               2002              2001
                                         ----------------  ------------------

         Tax benefit at statutory rate  $   (1,330,000)   $   (1,282,000)
         Permanent differences               1,330,000         1,282,000
                                         ----------------  ------------------
                                        $         -       $         -
                                         ================  ==================



                                      F-15
<PAGE>


         Deferred income taxes reflect the net tax effects of temporary
         differences between the carrying amounts of assets and liabilities for
         financial reporting purposes and the amounts used for income tax
         purposes. Significant components of the Company's deferred tax assets
         and liabilities at December 31, 2002 are as follows:

         Net operating loss                          $    2,793,000
         Unrealized losses                                1,163,000
         Accrued rent                                       498,000
                                                      ---------------
         Total deferred tax assets                        4,454,000
         Valuation allowance                             (4,454,000)
                                                      ---------------
         Net deferred tax assets                     $         -
                                                      ===============

         For financial reporting purposes, the Company has recorded a valuation
         allowance against deferred tax assets as management has determined that
         it is not more likely than not that the deferred tax assets for which
         the allowance has been established will materialize.

9.       CONTINGENCY

         On July 23, 1998, H & H Acquisition Corp.,  individually and on behalf
         of the Company,  commenced an action in federal  court in the Southern
         District  of New York  against  the  Company,  the founder and certain
         officers,  among others.  The complaint is an action to recover shares
         of common  stock of the Company and  unspecified  damages.  Management
         believes that the claims against the Company and certain  officers are
         without  merit and is defending the action.  The  litigation is in the
         early  stages of  discovery  and no  assurances  can be made about the
         ultimate outcome.  However, the Company could be adversely affected if
         the plaintiff prevails.

         On November 22,  2002,  a Default  Judgment in the sum of $23,835 plus
         interest and related costs was entered  against the  Company.  This
         amount is included in accounts payable as of December 31, 2002.


10.      FOURTH QUARTER ADJUSTMENTS

     During the fourth quarter of 2001, the Company made the following
adjustments:

         Adjustment in carrying value of investments
         (reported on income statement as "Unrealized
          loss on securities"                                   $(3,214,589)
         Write-off of capitalized software development
          costs                                                 $(  208,333)

         Other                                                  $(  134,584)


                                      F-16
<PAGE>

11.      SUBSEQUENT EVENTS

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

         On April 1, 2003, the Company entered into an Exchange  Agreement with
         six separate  entities who  collectively  owned  16,261,822  shares of
         the Company's common stock and who agreed to exchange  same for 522,000
         shares of common stock of Corpfin.com,  Inc. owned by the Company.  The
         16,261,822 shares are to be retired by the Company upon receipt.



                                      F-17


<PAGE>


Item 8. Changes In and Disagreements With Accountants and Financial Disclosure

None. While there were no disagreements  with accountants,  the Registrant filed
an 8-K on  September  23,  2002 with date of report of May 11,  2002  wherein it
indicated  change of accounting firm from Feldman Sherb & Co., P.C.  ("Feldman")
to Sherb & Co., LLP due to the fact that Feldman was merged into Grassi and Co.,
CPAs,  P.C.  ("Grassi")  and  the  principal  accountants  responsible  for  the
Registrant's  audit  during the years ended  December 31, 2001 and 2000 left and
started their own firm, Sherb & Co., LLP. ("Sherb")

As a result on May 11, 2002, the Company  dismissed Grassi and selected Sherb to
serve as Independent Public Accountants for year ended 2002.

                                    PART III

Item 9.           Directors and Executive Officers of the Registrant

Set forth below are the names, ages, brief summary of their business  experience
and positions of the directors  and executive  officers of the Company.  Each of
the directors named below was elected by consent of the  Stockholders for a term
of one year or until his successor is elected.


Names                  Office Held Since        Age    Positions Held and Tenure
-----                  -----------------        ---    -------------------------

Mark Allen                   2002               39     Director
Ronald E. Wright             2002               46     Director
*Jose Auffant                2001               34     Secretary/Treasurer
**Michael Sheppard           1997               53     President,
                                                       Chief Executive Officer
                                                       and Director

* Resigned from all positions held effective: March 31, 2003. ** Resigned from
all positions held effective December 5, 2002.

Biographical Information

Mark Allen, Director

Mr.  Allen,  age 39, is  currently  the  President  and  founder of True to Form
Lighting, a niche  lighting/architectural  products manufacturer.  Mr. Allen was
appointed to the Board of Technest in April 2002. Mr. Allen's initial career was
in the stock brokerage/investment  banking industry where he worked for Shearson
Lehman/American  Express,  Paine Webber and A.G. Edwards. In the early 1990's he
was Vice  President of Corporate  Finance and Director of Private  Placements of
H.J. Myers & Co., an  investment-banking  firm,  where he managed over 20 public
equity offerings and established the Private Placements Department.  In addition
to  Technest,  Mr.  Allen  serves on the board of  directors  of  several  other
corporations.

                                       8
<PAGE>

Ronald Wright, Director

Mr. Wright,  age 46, is the acting General  Manager and  Engineering  Manager at
True  To  Form  Limited,  Inc.  from  1998  through  2000.  Mr.  Wright  was the
Engineering  Manager at  Lite-way,  Inc from 1996 through 1998 and served as the
assistant  engineering  manage  and  director  of U.L.  issues  at CSL  Lighting
Manufacturing,  Inc.  Mr.  Wright holds a BS from the  University  of Hawaii and
received his Masters in Engineering  Sciences from BYU,  Hawaii.  Mr. Wright was
appointed to the Board in January 2003

Jose Auffant - Former Secretary Treasurer

Mr. Auffant, age 34 became Secretary Treasurer on June 28, 2001. Mr. Auffant has
served as executive vice president and secretary of Corpfin.com,  Inc. since May
2000 and as a director  since April  2001.  Mr.  Auffant  also serves as general
counsel for J.P. Carey, Inc. a full service  international  asset management and
investment  banking  firm  located in  Atlanta,  Georgia.  From 1997 to 2000 Mr.
Auffant was associated with Winston & Strawn, a Chicago Illinois based law firm,
in its corporate department.  Mr. Auffant received a Juris Doctorate degree from
Emory  University  School of Law and a BA from Stetson  University.  Mr. Auffant
resigned from all positions held effective March 31, 2003.

Michael Sheppard - Former President and Chief Operating Officer

Mr. Sheppard, age 53, joined Technest Holdings, Inc., F/K/A Financial Intranet,
Inc as a consultant in February 1997 and became President, Chief Operating
Officer and Director in April 1997. Mr. Sheppard has been involved in setting up
the corporate infrastructure of several early stage development companies and
undertaking their day-to-day operations as chief executive and chief operating
officer. From January 1996 through January 1997, Mr. Sheppard was Chief
Operating Officer of Freelinq Communications, formerly Televideo Corporation,
based in New York City. Freelinq offers real time video-on-demand via ATM/XDSL
technology with high-speed Internet transmission and advertiser supported free
theatrical films delivered through twisted pair telephone lines. From 1995 to
1996 he was chief operating officer for Lee Communications Ltd., which is a
laser development and transmission company. From 1993 to 1995, he was Chief
Executive Officer for MLS Lighting Ltd. Mr. Sheppard resigned from all positions
held effective December 5, 2002.

There are no family relationships that exist between any of the directors or
executives of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
certain officers, directors, and beneficial owners of more than ten percent of
our common stock to file reports of ownership and changes in their ownership of
our equity securities with the Securities and Exchange Commission. Based solely
on a review of the reports and representations furnished to us during the last
fiscal year, we believe that each of these persons is in compliance with all
applicable filing requirements.

                                       9
<PAGE>

Item 10. Executive Compensation

Summary Compensation Table. The following table sets forth the aggregate cash
compensation paid for services rendered to our Company during each of our
company's last two fiscal years by all individuals who served as our company's
Chief Executive Officer during the last fiscal year and our company's most
highly compensated executive officers who served as such during the last fiscal
year. Directors, who are not employees or officers of the Company, are currently
compensated for their services in the amount of $350 and expenses incurred for
attending each meeting of the Board of Directors.

<TABLE>
<CAPTION>
                                                          Long-Term Compensation
                                                          ----------------------
                                                            Annual Compensation
                                                                Restricted
Name and principal position   Year   Salary     Bonus    Other(1)  Stock   Awards    Stock Options
---------------------------   ----   ------     -----    --------  -----   ------    -------------
<S>                           <C>      <C>        <C>       <C>      <C>     <C>           <C>
Mark Allen, Director          2002     0          0         0        0       0             0

Ronald E. Wright              2002     0          0         0        0       0             0

Jose Auffant                  2002     0          0         0        0       0             0

</TABLE>

(1) These amounts reflect the fair market value of shares granted for payment in
lieu of cash for services rendered.

Stock Option Plans

Technest Holdings, Inc. has established the 2001 Stock Option Plan which
provides for the granting of options which are intended to qualify either as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code or as options which are not intended to meet the requirements of
such section. The total number of shares of Common stock reserved for issuance
under the plan is 10,000,000. Options to purchase shares may be granted under
the plan to persons who, in the case of incentive stock options, are key
employees (including officers) or, in the case of non-statutory stock options,
are key employees (including officers) or non-employee directors or non-employee
consultants.

The plan is administered by the compensation committee of the board of
directors, which has some discretionary authority to determine the number of
shares to be issued under incentive stock options and non-statutory stock
options and the recipients, and when and at what exercise price the options will
be granted. On June 28, 2001, Technest Holdings appointed Rollin Shouse, Michael
Sheppard and W. Dale Smith to constitute the Compensation Committee to
administer the plan. As of the date hereof, there are no members of the
Compensation Committee and the Plan is administered by the Company's Board of
Directors.

                                       10
<PAGE>

The exercise price of all incentive stock options granted under the plan must be
at least equal to the fair market value of such shares on the date of the grant
or, in the case of incentive stock options granted to the holder of more than
10% of Technest Holdings common stock, at least 110% of the fair market value of
such shares on the date of the grant. The maximum exercise period for which
incentive stock options may be granted is ten years from the date of grant (five
years in the case of an individual owning more than 10% of the Company's common
stock). The aggregate fair market value (determined at the date of the option
grant) of shares with respect to which incentive stock options are exercisable
for the first time by the holder of the option during any calendar year shall
not exceed $100,000.

The exercise price of all non-statutory stock options granted under the plan
must be at least equal to the 100 of the fair market value of such shares on the
date of the grant.

As of March 31, 2003, no options have been granted under the plan.

                             Option/SAR Grant Table

The table below sets forth the following information with respect to options
granted to the named executive officers during fiscal year 2001 and the
potential realizable value of such option grants (1) the number of shares of
common stock underlying options granted during the year, (2) the percentage that
such options represent of all options granted to employees during the year, (3)
the exercise price, and (4) the expiration date.

                                       11
<PAGE>

              OPTION GRANTS IN LAST FISCAL YEAR--INDIVIDUAL GRANTS

<TABLE>
<CAPTION>

                                                                Percent of Total
                                              Number of         Options Granted
                                              Securities        to Employees In
                                              Underlying        Fiscal Year Ended     Exercise or Base        Expiration
Name                                         Options Granted    December 31, 2002    Price Per ($/Share)         Date
----                                         --------------    -----------------    -------------------      ----------
<S>                                              <C>                    <C>                  <C>                 <C>
Mark allen                                       -0-                    N/A                  N/A                 N/A
Ronald E. Wright                                 -0-                    N/A                  N/A                 N/A
Jose Auffant                                     -0-                    N/A                  N/A                 N/A
Michael Shepphard                                -0-                    N/A                  N/A                 N/A

</TABLE>

Option Exercises and Values for 2002

The table below sets forth the following information with respect to option
exercises during fiscal 2002 by each of the named executive officers and the
status of their options at December 31, 2002(1) the number of shares of common
stock acquired upon exercise of options during fiscal 2002, (2) the aggregate
dollar value realized upon the exercise of such options, (3) the total number of
exercisable and non exercisable stock options held at December 31, 2002, and (4)
the aggregate dollar value of in-the-money exercisable options at December
31,2002.

<TABLE>
<CAPTION>


                                                            AGGREGATED
                                                OPTION VALUES ON December 31, 2002
                                                        Number of Securities                         Value of Unexercised
                                                       Underlying Unexercised                        In-the-Money Options
                                                         Options at 12/31/02                            at 12/31/02(1)
Name                             Exercisable              Unexercisable               Exercisable       Unexercisable
------                           -----------          ------------------------        -----------   ---------------------
<S>                                 <C>                         <C>                      <C>                 <C>
Michael Sheppard                    377,063                     0                        377,063             0
Jose Auffant                           0                        0                          0                 0
</TABLE>


1. Values are calculated by subtracting the exercise price from the fair market
value of the underlying common stock. For purposes of this table, fair market
value is deemed to be $0., the average of the high and low bids for our common
stock price on the OTC Bulletin Board on December 31, 2002.


Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters

(a) Security Ownership of Certain Beneficial Owners
(b) Security Ownership of Certain Management

                                       12
<PAGE>

The following  tabulation  shows the security  ownership as of March 31, 2003 of
(i) each person  known to us to be the  beneficial  owner of more than 5% of our
outstanding  common stock; (ii) each of our directors and executive officers and
(iii) all of our directors and  executive  officers as a group.  As of March 31,
2003, we had 41,170,692 shares of common stock issued and outstanding.

<TABLE>
<CAPTION>

                                    Amount and Nature of Beneficial
         Name & Address                      Ownership               Percent of Class/Title of Class
         --------------            -------------------------------   -------------------------------

<S>                                               <C>                              <C>
         Mark Allen                               0                                0
         90 Grove Street, Suite 205
         Ridgefield, CT 06877


         Ronald E. Wright                         0                                0
         90 Grove street, Suite 205
         Ridgefield, CT 06877

         *Jose Auffant                            0                                0
         Suite 1050
         3350 Peachtree Road N.E.
         Atlanta, GA 30326

         **Michael Sheppard                    380,763                           0.91%
           90 Grove Street, Suite 205
           Ridgefield, CT 06877

         Greenfield Investment Cons.        12,205,370                          29.65%
         1300 West Belmont
         Suite 210
         Chicago, IL 60657

         Southshore Capital Fund Ltd.        3,107,291                          07.55%
         Financial Centre
         Shirley & Charlotte Streets
         P.O. Box CB-13136
         Nassau, Bahamas

         Garth LLC                           5,599,744                          13.60%
         C/o Citco
         Commercial Centre
         P.O. Box 31106 SMB
         Grand Cayman, Cayman Islands
         British West Indies
         The Four Life Trust                11,572,943                          28.11%
         City Trust
         3rd Floor, Murdoch House
         South Quay
         Douglas, Isle of Man IMI 5AS

         The Rearden Trust                   2,375,685                           05.77%
         City Trust
         3rd Floor, Murdoch House
         South Quay
         Douglas, Isle of Man IMI 5AS


</TABLE>

All Officers and Directors as a
 Group (2 Persons)                            0                     ***0.00%


* Resigned from all positions held effective: March 31, 2003.
** Resigned from all positions held effective December 5, 2002.
***Includes 377,063 options, exercisable until 12/30/05 to purchase a like
number of shares at an exercise price of $0.35 per share. See also, Notes to
Financial Statements.

                                       13
<PAGE>


Item 12. Certain Relationships and Related Transactions

None.

Item 13. Exhibits, Lists and Reports on Form 8-K

Exhibits

99.1     Certification by President
99.2     Certification by Director

Reports on Form 8-K

None except that the Registrant filed a Form 8-K on January 17, 2003 with date
of report of December 31, 2002.

Item 14. Controls and Procedures

Our management, under the supervision and with the participation of our Board of
Directors conducted an evaluation of our "disclosure controls and procedures"
(as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules
13a-14(c)). Based on their evaluation, our Directors have concluded that as of
the Evaluation Date, our disclosure controls and procedures are effective to
ensure that all material information required to be filed in this Annual Report
on Form 10-KSB has been made known to them in a timely fashion.

There have been no significant changes (including corrective actions with regard
to significant deficiencies or material weaknesses) in our internal controls or
in other factors that could significantly affect these controls subsequent to
the Evaluation Date set forth above.

Item 15. Principal Accountant Fees and Services

Not applicable to the Company since disclosure requirements to this Item need
only be complied with in filings with respect to fiscal years ending after
December 15, 2003.


                                       14
<PAGE>


                                   Signatures

In  accordance  with  Section 13 or 15(d) 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)

                                       /s/ Mark Allen
                                  By: ________________________________
                                           Mark Allen
                                           Director

                               Date:       May 15, 2003


In  accordance  with the Exchange  Act, this Report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

    Signatures                              Titles                Dates

                                            Director              May 15, 2003
         /s/ Mark Allen
By: ________________________________
         Mark Allen


                                            Director              May 15, 2003
         /s/ Ronald E. Wright
By: ________________________________
         Ronald E. Wright

                                       15
<PAGE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with the Annual  Report of  Technest  Holdings,  Inc.  (the
"Company") on Form 10-KSB for the year ended December 31, 2002 as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  I, Mark
Allen, a Director of the Company,  certify,  pursuant to 18 U.S.C.  ss. 1350, as
adopted pursuant to ss. 302 of the Sarbanes-Oxley Act of 2002, that:

          1. I have  reviewed  this  Annual  Report on Form  10-KSB of  Technest
     Holdings, Inc.;

          2. Based on my  knowledge,  this  Annual  Report  does not contain any
     untrue  statement  of a  material  fact or omit to  state a  material  fact
     necessary to make the statements made, in light of the circumstances  under
     which such  statements were made, not misleading with respect to the period
     covered by this Annual report;

          3.  Based  on  my  knowledge,  the  financial  statements,  and  other
     financial information included in this Annual report, fairly present in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     Annual report;

          4. The registrant's  other  certifying  officers and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant  and
     have:

               a. designed  such  disclosure  controls and  procedures to ensure
          that material  information  relating to the registrant,  including its
          consolidated  subsidiaries,  if any,  is made  known  to us by  others
          within those  entities,  particularly  during the period in which this
          Annual Report is being prepared;

               b. evaluated the  effectiveness  of the  registrant's  disclosure
          controls  and  procedures  as of a date  within  90 days  prior to the
          filing date of this Annual Report (the "Evaluation Date"); and

               c.  presented  in this Annual  Report our  conclusions  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

          5. The registrant's  other  certifying  officers and I have disclosed,
     based on our most recent evaluation,  to the registrant's  auditors and the
     audit committee of registrant's  board of directors (or persons  performing
     the equivalent functions):

               a. all  significant  deficiencies  in the design or  operation of
          internal  controls  which  could  adversely  affect  the  registrant's
          ability to record,  process,  summarize and report  financial data and
          have identified for the registrant's  auditors any material weaknesses
          in internal controls; and

               b. any fraud,  whether or not material,  that involves management
          or other  employees  who have a significant  role in the  registrant's
          internal controls; and

          6. The registrant's other certifying  officers and I have indicated in
     this  Annual  Report  whether  or not there  were  significant  changes  in
     internal  controls  or in other  factors  that could  significantly  affect
     internal  controls  subsequent  to the date of our most recent  evaluation,
     including any corrective  actions with regard to  significant  deficiencies
     and material weaknesses.

Date: May 15, 2003

                                   /s/ Mark Allen
                              By:_________________________________________
                                       Mark Allen, Director


                                       16
<PAGE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Technest Holdings,  Inc. (the "Company")
on Form 10-KSB for the year ended December 31, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"),  I, Ronald E. Wright,
a Director of the Company,  certify,  pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 302 of the Sarbanes-Oxley Act of 2002, that:

          1. I have  reviewed  this  Annual  Report on Form  10-KSB of  Technest
     Holdings, Inc.;

          2. Based on my  knowledge,  this  Annual  Report  does not contain any
     untrue  statement  of a  material  fact or omit to  state a  material  fact
     necessary to make the statements made, in light of the circumstances  under
     which such  statements were made, not misleading with respect to the period
     covered by this Annual report;

          3.  Based  on  my  knowledge,  the  financial  statements,  and  other
     financial information included in this Annual report, fairly present in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     Annual report;

          4. The registrant's  other  certifying  officers and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant  and
     have:


               a. designed  such  disclosure  controls and  procedures to ensure
          that material  information  relating to the registrant,  including its
          consolidated  subsidiaries,  if any,  is made  known  to us by  others
          within those  entities,  particularly  during the period in which this
          Annual Report is being prepared;

               b. evaluated the  effectiveness  of the  registrant's  disclosure
          controls  and  procedures  as of a date  within  90 days  prior to the
          filing date of this Annual Report (the "Evaluation Date"); and

               c.  presented  in this Annual  Report our  conclusions  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

          5. The registrant's  other  certifying  officers and I have disclosed,
     based on our most recent evaluation,  to the registrant's  auditors and the
     audit committee of registrant's  board of directors (or persons  performing
     the equivalent functions):

               a. all  significant  deficiencies  in the design or  operation of
          internal  controls  which  could  adversely  affect  the  registrant's
          ability to record,  process,  summarize and report  financial data and
          have identified for the registrant's  auditors any material weaknesses
          in internal controls; and

               b. any fraud,  whether or not material,  that involves management
          or other  employees  who have a significant  role in the  registrant's
          internal controls; and


          6. The registrant's other certifying  officers and I have indicated in
     this  Annual  Report  whether  or not there  were  significant  changes  in
     internal  controls  or in other  factors  that could  significantly  affect
     internal  controls  subsequent  to the date of our most recent  evaluation,
     including any corrective  actions with regard to  significant  deficiencies
     and material weaknesses.


Date: May 15, 2003

                                    /s/      Ronald E. Wright
                               By:_________________________________________
                                             Ronald E. Wright, Director


                                       17