SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X] Annual report under to Section 13 or 15(d) of the Securities Exchange Act
     of 1934 For the Fiscal Year Ended December 31, 2003
                                       or
[ ] Transition report under to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                        Commission file number 000-27023


                             Technest Holdings, Inc.
                             -----------------------
                 (Name of Small Business Issuer in Its Charter)

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

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


                     Issuer's Telephone Number: 203-431-1611
                                                ------------


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


                                      None
                                 --------------
                                (Title or Class)

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

                    Common Stock, par value $0.001 per share
                    ----------------------------------------
                                (Title or Class)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding twelve (12)
months (or such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
ninety (90) days. [X ] Yes [ ] 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. [ ]


The issuer's revenues for the fiscal year end December 31, 2003 were ($0.00)


<PAGE>


The number of shares outstanding of each of the issuer's classes of Common
Stock, as of March 29, 2004 is 24,908,870, all of one class of common stock,
$.001 par value. Of this number a total of 3,996,465 shares having an aggregate
market value of $79,929.00 based on the closing price of the issuer's common
stock of $.02 on March 01, 2004 as quoted on the Electronic Over-the-Counter
Bulletin Board ("OTCBB"), were held by non-affiliates* of the issuer.

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

Documents Incorporated by reference; None


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
















<PAGE>

                                TABLE OF CONTENTS


Part I   ..................................................................2

Item 1.  Description of Business...........................................2

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

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

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

Part II  ..................................................................4

Item 5.  Market for Common Equity, Related Stockholder Matters
          Small Business Issuer Purchases of Equity Securities.............4

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

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

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

Item 8a. Controls and Procedures...........................................9

Part III        ...........................................................9

Item 9.  Directors and Executive Officers of the Registrant................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...................13

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

Item 14.          Principal Accountant Fees and Services..................13

Signatures





                                        1

<PAGE>

                                     PART I

Item 1.  Description of Business

Overview

         Technest Holdings, Inc., ("Technest Holdings" or the "Company") is a
Nevada corporation that was a Business Development Company and continues to look
for merger candidates. Our objectives are to maintain good standing, in both our
state of incorporation and with respect to the 1934 Exchange Act filings with
the SEC, as we explore a corporate and entity growth or acquisition through
merger and or acquisition.

Company History -

         Technest Holdings was incorporated in 1993 as Alexis and Co. in the
State of Nevada. We changed our 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). Please refer to prior 10K-SB's for historical
information with respect to the Company.

Employees

         As of December 31, 2003 Technest Holdings had no full-time employees.
There is one part-time Director.

Item 2.  Properties

The Company has its executive office in Ridgefield, CT and rents this office on
a month to month basis at no cost. The Company has withdrawn its certificate to
do business as a Business Development Company.

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 The Judge is Judge Barbara S. Jones. The action's
principal basis appears to be plaintiff's claim that Ben Stein wrongfully claims
ownership of shares of common stock that Stein agreed to purchase from
plaintiff. According to plaintiff, these shares belong to plaintiff. The
plaintiff asserts sixteen causes of action. Only some make allegations against
Technest Holdings, Inc., Michael Sheppard and Maura Marx, former officers. 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.

                                        2

<PAGE>

    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 vigorously  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.  We cannot
make any assurances  about the  litigation's  outcome.  If the plaintiff
prevails against us, we could be adversely affected.

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

         On December 21, 2002 the Respondent filed a motion to substitute paries
and represent himself. As of March 15, 2004 the court has not rendered a
decision.

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

         On March 25, 2003, the Company sold all outstanding shares of
Technest.com, Inc. (the "Subsidiary") to Aberdeen Avenue LLC for the purchase
price of $1.00. As a result of this sale the Company reversed $2,234,428 of the
subsidiary's liabilities which is recorded as other income.

                                        3

<PAGE>

         On April 1, 2003 the Company  exchanged  all the shares held by it in
Corpfin.com,  Inc.  ("CFNC") with some of the "Technest Shareholders"  for all
the shares held in Technest  Holdings,  Inc. by these  "Technest  Shareholders".
Technest  Holdings,  Inc. will retire these shares.  The Company's basis in CFNC
stock was $-0-, accordingly no gain or loss was recorded on the exchange.

         There have not been any shareholders meetings since 2001.

                                     PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities

         Until March 30, 2001 our common stock was traded on the OTC Bulletin
Board 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

             2003


             First Quarter                                $.25            $.02
             Second Quarter                               $.20            $.02
             Third Quarter                                $.15            $.05
             Fourth Quarter                               $.14            $.02
             2002
             First Quarter                                $.08            $.05
             Second Quarter                               $.09            $.04
             Third Quarter                                $.05            $.02
             Fourth Quarter                               $.03            $.005

         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 stock, 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 15, 2004 there were approximately 78 record holders of our
company's common stock and approximately 3000 Stockholders

         During 2003, the Company did not purchase any of its equity securities.

         Dividend Policy

         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 Operations

Overview

           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Forward Looking Statements

         This management discussion contains certain forward-looking statements
as identified by the use of words like "expects", "believes", and "anticipates"
and other similar phrases. Such statements reflect management's current view of
future financial performance based on certain assumptions, risks and
uncertainties. If any assumptions, risk or uncertainty factors change, such
changes may have a material impact on actual financial results. 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, 2003, should be read in conjunction with the Company's
Financial Statements and related notes thereto and schedules included elsewhere
herein.

Technest Holdings,  Inc., F/K/A Financial  Intranet,  Inc. is a Nevada
corporation that had activities which were conducted through its wholly owned
subsidiary,  Technest.com,  Inc., which was located in Atlanta,  GA. In 2003 the
Company sold all of its outstanding stock of the subsidiary.  The Company is
currently exploring corporate and entity growth through merger or acquisitions.

In April 2001, the Company acquired Technest.com, Inc ("Technest") a privately
held 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.

Results of operations:

Year ended December 31, 2003 compared with the year ended December 31, 2002.

Revenue

The Company sold substantially all of it's portfolio during fiscal 2002,
therefore had no portfolio income in 2003.

                                       5


<PAGE>

For the year ended 2002 the Company recorded a loss on the sale of investments
of $107,451 and a change in unrealized loss on investments of $492,164.

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31,
2003 was $145,024 and consisted primarily of professional fees. Selling, general
and administrative for the year ended December 31, 2002 $2,793,096 consisting of
normal operating expenses prior to the winding down of business and $1,968,000
for amounts due under the remaining terms of its lease agreement of its
subsidiary.

Depreciation and Amortization

Depreciation and amortization consists primarily of depreciation of computer
equipment, furniture, amortization of software development costs. Depreciation
and amortization was $ 0 for the year ended December 31, 2003 and $101,818 for
the year ended December 31, 2002. The decrease in depreciation and amortization
is due to the selling off of the remaining assets in 2002.

Gain on Sale of Subsidiary

On March 25, 2003, the Company sold all the outstanding shares held by it in
Technest, Inc. (subsidiary) to Aberdeen Avenue LLC for $1.00. As a result of the
sale the Company reversed $2,234,423 of the subsidiary's liabilities, which was
recorded as a gain on sale of subsidiary.

Income taxes

No provision for federal and state income taxes has been recorded in 2002 and
2003. 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 $988 and $6,875 at December 31, 2003 and December 31, 2002, respectively.

The Company had a working capital deficiency of $286,669 at December 31, 2003
and $2,373,421 at December 31, 2002. Net cash used in operating activities was
$63,045 and $868,607 for the years ended December 31, 2003 and 2002,
respectively.

Net cash provided by investing activities was $0 for the year ended December 31,
2003 as opposed to $720,313 cash provided by investing activities for the year
ended December 31, 2002. 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

                                       6

<PAGE>

Net cash provided by financing activities for the years ended December 31, 2003
and 2002 of $57,158 and $40,000, repectively, consisted of proceeds from a note
payable. .

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.

FACTORS AFFECTING OUR OPERATING RESULTS, BUSINESS PROSPECTS AND STOCK PRICE

         This report on Form 10-KSB contains forward-looking statements that
involve risks and uncertainties. The factors described below, among others,
could cause our actual results to differ materially from those anticipated.

Our projected losses raise substantial doubt about our ability to continue
operations unless we obtain financing or generate adequate revenues.

     We have an accumulated deficit of ($15,419,091) at December 31, 2003. We
     had revenues of ($0) and ($545,631) for the years ended December 31, 2003
     and 2002, respectively.

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

     We have no readily available additional sources of funds without a stock
     sale or issuance of additional securities. We may not be able to obtain
     funding on a timely basis, on favorable terms, or at all. We do not have a
     credit facility or any committed source of financing and may be unable to
     fund ongoing operations.

Item 7.  Financial Statements

     The Company's Annual Consolidated Financial Statements, Notes to
Consolidated Financial Statements and the report of Sherb & Co., L.L.P.,
independent certified public accountants with respect thereto, referred to in
the Table Of Contents to Consolidated Financial Statements, appear elsewhere in
this report beginning on page F-1.











                                        7

<PAGE>

                     TECHNEST HOLDINGS, INC. AND SUBSIDIARY
                              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-14

























                                       F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Technest Holdings, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheet of Technest
Holdings, Inc. and Subsidiary as of December 31, 2003, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the years ended December 31, 2003 and 2002. 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 Subsidiary as of December 31, 2003, and the results of its operations,
stockholders' equity (deficit) and its cash flows for the years ended December
31, 2003, and 2002, 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
$286,669 and an accumulated deficit of $15,419,091 at December 31, 2003, 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 9, 2004


                                       F-2

<PAGE>


                     TECHNEST HOLDINGS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003


                                     ASSETS
                                     ------
      Current assets:
        Cash                                                   $            988
                                                               -----------------

                                                               $            988
                                                               =================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

      Current liabilities:
        Accounts payable and accrued expenses                  $        230,499
         Notes payable                                                   57,158
                                                               -----------------

           Total current liabilities                                    287,657
                                                               -----------------

      Stockholders' deficit:
        Preferred stock, $.001 par value,
          authorized 5,000,000 shares, issued and
          outstanding 0 shares                                             -
        Common stock, $.001 par value, authorized 495,000
          shares, issued and outstanding 24,908,870 shares               24,908
        Subscription receivable                                          (7,035)
        Additional paid in capital                                   15,114,549
        Accumulated deficit                                         (15,419,091)
                                                               -----------------
           Total stockholders' deficit                                 (286,669)
                                                               -----------------

                                                               $            988
                                                               =================








                 See notes to consolidated financial statements
                                       F-3

<PAGE>

                     TECHNEST HOLDINGS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                        Years Ended December 31,
                                                      --------------------------
                                                      2003                 2002
                                                      -----------   ------------

Revenues:
       Realized gain (loss) on sales of investments   $     -       $  (107,451)
       Change in unrealized loss on investments             -          (492,164)
       Rental and other income                              -            53,984
                                                      -----------   ------------

Total revenues                                              -          (545,631)

General and administrative expenses                      145,024      2,793,096
                                                      -----------   ------------


Loss from operations                                    (145,024)    (3,338,727)
                                                      -----------   ------------


Other income (expenses):
      Gain on sale of subsidiary                       2,234,428           -
       Loss on disposition of property and equipment        -          (529,102)
       Interest expense                                  (21,652)       (40,000)
                                                      -----------   ------------

Total other (income) expenses                          2,212,776       (569,102)
                                                      -----------   ------------


Net income (loss)                                     $2,067,752    $(3,907,829)
                                                      ===========   ============

NET INCOME (LOSS) PER COMMON SHARE:
        BASIC                                         $     0.07    $     (0.10)
                                                      ===========   ============

        DILUTED                                       $     0.07    $     (0.10)
                                                      ===========   ============


WEIGHTED AVERAGE NUMBER OF SHARES:
         BASIC                                        28,974,326     38,785,727
                                                      ===========   ============

        DILUTED                                       29,528,046     38,785,727
                                                      ===========   ============





                See notes to consolidated financial statements

                                       F-4

<PAGE>

                     TECHNEST HOLDINGS, INC. AND SUBSIDIARY

      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, 2002         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)

Retirement of common stock      (16,261,822)      (16,262)           16,262                -             -                -

Beneficial conversion feature             -             -            19,000                -             -           19,000

Net income                                -             -                 -        2,067,752             -        2,067,752
                              --------------    ----------   ---------------   --------------   -----------   --------------
Balance, December 31, 2003       24,908,870     $  24,908     $  15,114,549     $(15,419,091)    $  (7,035)    $   (286,669)
                              ==============    ==========   ===============   ==============   ===========   ==============

</TABLE>






                 See notes to consolidated financial statements
                                       F-5

<PAGE>

                        TECHNEST HOLDINGS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      Years Ended December 31,
                                                   -----------------------------
                                                     2003                2002
                                                   --------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss) from operations                $   2,067,752    $(3,907,829)
                                                   --------------   ------------

  Adjustments to reconcile net loss to net cash
   used in operating activities:
      Depreciation and amortization                         -           101,818
      Loss on disposition of fixed assets                   -           529,102
      Gain on sale of subsidiary                      (2,234,428)          -
      Unrealized loss on securities                         -           492,164
      Beneficial conversion feature                       19,000         40,000

  Changes in assets and liabilities:
      Accounts receivable                                   -             1,566
      Prepaid expenses                                      -           125,606
      Other receivables                                     -            61,680
      Accounts payable and accrued expenses               84,631      1,874,786
      Due to broker                                         -          (187,500)
                                                   --------------   ------------
                                                      (2,130,797)     3,039,222
                                                   --------------   ------------

NET CASH USED IN OPERATING ACTIVITIES                    (63,045)      (868,607)
                                                   --------------   ------------

CASH FLOWS FROM INVESTING ACTIVITES:
    Proceeds from sale of property and equipment            -            46,670
    Certificate of deposit                                  -           466,192
    Sale of investments                                     -           207,451
                                                   --------------   ------------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from notes payable                           57,158         40,000
                                                   --------------   ------------

NET CASH PROVIDED BY
  FINANCING ACTIVITIES                                    57,158         40,000
                                                   --------------   ------------

NET DECREASE IN CASH                                      (5,887)      (108,294)

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

CASH - END OF YEAR                                  $        988    $     6,875
                                                    =============   ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Conversion of notes payable and accrued
      interest to common stock                      $       -       $    40,000
                                                    =============   ============

     Reduction in cost of investment due to
      cancellation of note payable and accrued
      interest                                      $       -       $   723,299
                                                    =============   ============




                 See notes to consolidated financial statements
                                       F-6

<PAGE>

                     TECHNEST HOLDINGS INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


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.

     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, 2003, the Company
     had negative working capital in the amount of $286,669 and an accumulated
     deficit of $15,419,091. 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, 2003, 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, 2003
     and 2002 was $-0- and $101,818, respectively. At December 31, 2003, 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.

     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 2003
     and 2002 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.

     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.

                                       F-9

<PAGE>

     Recently issued accounting pronouncements

     In April 2003, the FASB issued Statement of Financial Accounting Standards
     No. 149 (SFAS 149), "Amendment of Statement 133 on Derivative Instruments
     and Hedging Activities." This statement amends SFAS 133 to provide
     clarification on the financial accounting and reporting of derivative
     instruments and hedging activities and requires contracts with similar
     characteristics to be accounted for on a comparable basis. The Company is
     in the process of assessing the effect of SFAS 149 and does not expect the
     adoption of this statement, which will be effective for contracts entered
     into or modified after June 30, 2003, to have a material effect on its
     financial position or results of operations.

     In May 2003, the FASB issued Statement of Financial Accounting Standards
     No. 150 (SFAS 150), "Accounting for Certain Financial Instruments and
     Characteristics of both Liabilities and Equity." SFAS 150 establishes
     standards on the classification and measurement of financial instruments
     with characteristics of both liabilities and equity. SFAS 150 became
     effective for financial instruments entered into or modified after May 31,
     2003. The adoption of SFAS 150 is not expected to have a material effect on
     the Company's financial position or results of operations.

4. NOTES PAYABLE

     During 2003, the Company issued an 8% convertible demand note in the
     principal amount of $57,158. The notes are convertible into common stock at
     a price equal to 75% of the market price of the common stock, on the
     conversion date. The value attributable to the beneficial conversion
     feature, $19,000, was charged to interest expense in 2003.

5. COMMITMENTS

     Technest.com (a subsidiary of Technest Holdings, Inc.) 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.

     Rent expense for the years ended December 31, 2003 and 2002, was $-0- and
     $2,016,730 (including the judgment for $1,968,081), respectively.


                                      F-10

<PAGE>

6. STOCKHOLDERS' DEFICIT

     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 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.

     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 the same for 522,000 shares of
     common stock of Corpfin.com, Inc. ("Corpfin") owned by the Company. The
     16,261,822 shares are to be retired by the Company upon receipt. The
     Company's basis in Corpfin was $-0-.

7. COMMON STOCK WARRANTS AND OPTIONS

         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.

         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.



                                      F-11

<PAGE>

         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 were granted pursuant to the Plan during 2003 and 2002.

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

                                                              Weighted Average
                                    Number of Shares          Exercise Price
                                   ------------------    -----------------------
Balance, December 31, 2002                 1,259,708             $ 9.34
     Expired                                (340,822)            (26.28)
                                   ------------------    -----------------------
Balance, December 31, 2003                   918,886             $ 3.05
                                   ==================    =======================


The  following  table  summarizes  the  Company's  stock  options  and  warrants
outstanding  at  December  31,  2003:


                       Options  and  warrants   outstanding  and exercisable
                       ------------------------------------------------------
                                           Weighted average     Weighted average
    Exercise price         Number           remaining life       exercise price
 -------------------- ------------------ ---------------------  ----------------
 $      0.10 - 0.35        712,177          2.00                $          0.33
 $      9.63 - 13.13       159,967          1.5                 $         10.00
 $         21.00            46,141          .13                 $         21.00
                       -----------------
                           918,886
                       =================

8. INCOME TAXES

         At December 31, 2003, the Company had net operating loss carryforwards
         for federal income tax purposes of approximately $6,000,000, which 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.




                                      F-12

<PAGE>

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

                                                  2003                2002
                                            ----------------    ----------------
           Tax benefit at statutory rate    $      (724,000)    $    (1,330,000)
           Permanent differences                    724,000           1,330,000
                                            ----------------    ----------------
                                            $          -        $          -
                                            ================    ================

         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, 2003 are as follows:

           Net operating loss                          $   2,100,000
           Valuation allowance                            (2,100,000)
                                                       --------------
           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.   CONTINGENCIES

     On July 23, 1998, H & H Acquisition Corp., individually and purportedly on
     behalf of Technest Holdings, commenced an action in federal court in the
     Southern District of New York against the Company, the founder and certain
     officers, among others. The complaint is an action to recover shares of
     common stock of the Company and unspecified damages. Management believes
     that the claims against the Company and certain officers are without merit
     and is vigorously defending the action. The Company cannot make any
     assurances about the litigation's outcome. However, the Company could be
     adversely affected if the plaintiff prevails.







                                      F-13

<PAGE>

     On November 22, 2002, a default Judgement in the sum of $30,106 including
     interest and related costs was entered against the Company. This amount is
     included in accounts payable as of December 31, 2003.

10.  GAIN ON SALE OF SUBSIDIARY

     On March 25, 2003, the Company sold all the outstanding shares held by it
     in Technest, Inc. (subsidiary) to Aberdeen Avenue LLC for $1.00. As a
     result of the sale the Company reversed $2,234,423 of the subsidiary's
     liabilities, which was recorded as a gain on sale of subsidiary.




























                                      F-14

<PAGE>

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

   Feldman Sherb & Co., P.C., a professional corporation of certified public
accountants ("Feldman") was the independent accounting firm for Technest
Holdings, Inc., a Nevada corporation (the "Company"), for the fiscal years ended
December 31, 2001 and 2000 and the four month ten day period ended May 10, 2002.
The report of Feldman on the 2001 and 2000 consolidated financial statements of
Registrant contained no adverse opinion, disclaimer of opinion or modification
of the opinion except that their report on the 2001 financial statements
contains an explanatory paragraph that states that "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 $646,116 at
December 31, 2001, 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.

            Feldman was merged into Grassi & Co., CPA's, P.C., ("Grassi") and
the principal accountants who had been responsible for the Company's audit
during the years ended December 31, 2001 and 2000 left and started their own
firm called 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 the fiscal year 2002.

            During the two most recent fiscal years and through May 10, 2002,
Registrant has not consulted with Sherb regarding the application of accounting
principles to a specific or contemplated transaction. Neither the Company nor
anyone on its behalf consulted with Sherb regarding the type of audit opinion
that might be rendered on the Company's financial statements or any matter that
was the subject of a disagreement or event as defined at Item 304(a)(2) of
Regulation S-B.

            The decision to change accountants was recommended and approved by
the board of directors of the Company. During the period from January 1, 1999 to
May 10, 2002, and through the date of this report, there were no disagreements
with Feldman on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Feldman, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports on the Company's financial statements as described on Item
304(a)(1)(iv)(A). In addition, there were no such events as described under Item
304(a)(1)(iv)(B) of Regulation S-B during such periods.

                                       8

<PAGE>

              On September 23, 2002, the Company has provided Grassi, with a
copy of the disclosures it is making herein in response to Item 304(a) of
Regulation S-B, and has requested that Grassi provide its response letter,
addressed to the United States Securities and Exchange Commission, pursuant to
Item 304(a)(3) of Regulation S-B, stating whether it agrees with the statements
made by the Company and, if not, stating the respects in which it does not
agree. A copy of Grassi's letter is attached as an exhibit to this Current
Report on Form 8-K.

Item 8a. Controls and Procedures

            As of December 31, 2003, we carried out an evaluation, under the
supervision and with the participation of the Company's management, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon the evaluation,
the Company's management has concluded that our disclosure controls and
procedures are effective.

Changes in Internal Controls Over Financial Reporting

         In connection with the evaluation of the Company's internal controls
during the Company's fourth fiscal quarter ended December 31, 2003, the
Company's Principal Executive Officer/Principal Financial Officer has determined
that there are no changes to the Company's internal controls over financial
reporting that has materially affected, or is reasonably likely to materially
effect, the Company's internal controls over financial reporting.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act

         Set forth below are the names, ages, brief summary of their business
         experience and positions of the directors and executive officer of the
         Company. Each of the directors named below was elected at the Company's
         2000 annual Meeting 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             40            Director
         Ronald E. Wright       2002             47            Director


The biographies of our executive officers and directors are as follows:

Mark Allen, Director

Mr. Allen, age 40, 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.

Ronald Wright, Director

Mr. Wright, age 47, 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

                                       9

<PAGE>

Compliance With Section 16(a) of the Securities Exchange Act of 1934

         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.

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
Executive Officers. . Directors, who are not employees or officers of the
Company, are currently compensated for their services in the amount of $350.00
and expenses incurred for attending each meeting of the Board of Directors.
Directors who are employees or officers of the Company are not currently
compensated for their services as directors.
                                                         Long-Term Compensation
                                                          Annual Compensation
                                                              Restricted
Name and principal position    Year     Salary  Bonus  Other (1)  Stock   Awards
--------------------------- ----------- ------  -----  ---------  ------  ------
Mark Allen, /director       2003 & 2002    0      0         0         0      0
Ronald E. Wright            2003 & 2002    0      0         0         0      0

(1) These amounts reflect the fair market value of shares granted for payment in
    lieu of cash 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 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 today, no options have been granted under the plan.

                                       10

<PAGE>

     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 2003
     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 the named
     Executive Officers during the year, (3) the exercise price, and (4) the
     expiration date.

              OPTION GRANTS IN LAST FISCAL YEAR--INDIVIDUAL GRANTS

                                                      Percent of Total Options
                                                       Granted to Employees In
                     Number of Securities                Fiscal Year ended
Name              Underlying Options Granted             December 31, 2003
----              --------------------------             -----------------
Mark Allen                  -0-                                  N/A
Ronald E. Wright            -0-                                  N/A

Option Exercises and Values for 2003

The table below sets forth the following information with respect to option
exercises during fiscal 2000 by each of the named executive officers and the
status of their options at December 31, 2000(1) the number of shares of common
stock acquired upon exercise of options during fiscal 2000, (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, 2001, and (4)
the aggregate dollar value of in-the-money exercisable options at December
31,2001.

                                                  Aggregated Option Values
                                                    On December 31, 2003
                                               Number of Securities Underlying
                                                   Unexercised Options at
Name                Exercisable                December 31, 2003 Unexercisable
----                -----------                -------------------------------
Michael Sheppard      377,063                                   0

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, 2003.

                                       11

<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

(1)      Security Ownership of Certain Beneficial Owners

(2)      Security Ownership of Certain Management

                The following tabulation shows the security ownership as of
    March 29, 2004 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 29, 2004, we had 24,908,870 shares of common stock
    issued and outstanding.

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

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                       1.5
90 Grove Street, Suite 205
Ridgefield, CT 06877

Greenfield Investment Cons.           12,205,370                      49.0
300 West Belmont
Suite 210
Chicago, IL 60657

Southshore Capital Fund Ltd.           3,107,291                      08.9
Financial Centre
Shirley & Charlotte Streets
P.O. Box CB-13136 Nassau, Bahamas

Garth LLC                              5,599,744                      22.5
C/o Citco
Commercial Centre
P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
British West Indies

The Four Life Trust                   11,572,943                      46.5
City Trust
3rd Floor, Murdoch House
South Quay
Douglas, Isle of Man IMI 5AS


The Rearden Trust                      2,375,685                      09.5
City Trust
3rd Floor, Murdoch House
South Quay
Douglas, Isle of Man IMI 5AS

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.

                                       12

<PAGE>

Item 12.  Certain Relationships and Related Transactions

None

Item 13.  Exhibits, Lists and Reports on Form 8-K (can we eliminate any of
          these below)

         (a)      Exhibits

31.1     Certification by President

31.2     Certification by Director

32.1     Certification re: Section 906

32.2     Certification re: Section 906

         Reports on Form 8-K

Item 14. Principal Accountant Fees and Services

1. Audit Fees

       The aggregate fees billed for professional services rendered by Sherb &
Co, LLP, our principal accountant, for the audit of our annual financial
statements and review of our quarterly financial statements, as well as services
normally provided by the accountant in connection with statutory or regulatory
filings, was $22,000 for the 2003 fiscal year and $45,000 for the 2002 fiscal
year.

2. Audit-Related Fees

       There were no fees billed during each of the past two fiscal years for
assurance and related services rendered by Sherb & Co, LLP, our principal
accountant, reasonably related to the audit or review of our financial
statements, that were not included in Item 14(1) above.

3. Tax-Related Fees

       The aggregate fees billed to the Company by Sherb & Co., LLP for services
in connection with tax audits during the years ended December 31, 2003 and 2002
totaled $15,000 and $0, respectively.

<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:       April 15, 2004


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


     /s/ Mark Allen                       Director            April 15, 2004
By: ________________________________
         Mark Allen



     /s/ Ronald E. Wright                 Director              May 15, 2004
By: ________________________________
         Ronald E. Wright