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, 2001
                                       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            (I.R.S. Employer Identification No.)
  of Incorporation or
     Organization)


               3350 Peachtree Road, Suite 1050, Atlanta, GA 30326
               ---------------------------------------------------
              (Address of Principal Executive Offices and zip code)

                     Issuer's Telephone Number: 404-995-9996
                                                -------------

      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,  2001  were
($1,304,147)


<PAGE>

The  number of shares  outstanding  of each of the  issuer's  classes  of Common
Stock,  as of March 29, 2002 is  37,082,277  shares,  all of one class of common
stock,  $.001 par value.  Of this number a total of 4,908,656  shares  having an
aggregate market value of $245,432.,  based on the closing price of the issuer's
common  stock  of  $0.05  on  March  29,  2002  as  quoted  on  the   Electronic
Over-the-Counter  Bulletin Board ("OTCBB"),  were held by non-affiliates* of the
issuer.

The issuer had 37,082, 277 Shares of Common Stock outstanding as of March 29,
2002.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by reference; None

* 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.


<PAGE>



                                TABLE OF CONTENTS
PART I
Item 1. Business                                                         1
Item 2. Properties                                                       2
Item 3. Legal Proceedings                                                2
Item 4. Submission of Matters to a Vote of
         Security Holders                                                2
PART II
Item 5. Market for Common Equity and Related
         Shareholder Matters                                             3
Item 6. Management's Discussion and Analysis
         or Plan of Operations                                          4-6
Item 7. Financial Statements                                        F-1 to F-18
Item 8. Changes in Disagreements with Accountants
         on Accounting and Financial Disclosures                         7
PART III
Item 9. Directors, Executive Officers, Promoters
         and Control Persons; Compliance with
         Section 16(a) of the Registrant                                 8
Item 10. Executive Compensation                                         9-11
Item 11. Security Ownership of Certain Beneficial
          Owners and Management                                         12
Ite. 12. Certain Relationships and Related Transacrtions                12
PART IV
Item 13. Exhibits and Reports on Form 8-K                               13
Signatures                                                              14

<PAGE>


                                     PART I

Item 1.  Description of Business

Overview

     Technest Holdings, Inc., ("Technest Holdings" or the "Company") is a Nevada
corporation that is a Business  Development Company and continues to monitor its
investments  in its  investment  Portfolio  and wholly owned  subsidiaries.  Our
objectives  are to maintain  good  standing as we explore a corporate and entity
growth 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 for historical information with respect to
the Company.

     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.

Employees

     As of December 31, 2001 Technest Holdings had four full-time  employees all
located in the United States.  There are three Executive officers one of whom is
part time.  Our  employees  are not  represented  by any  collective  bargaining
agreement and  management  believes it has good  relations  with its  employees.

                                       1
<PAGE>

Item 2.  Properties

     On June 28,  2001,  Technest  Holdings  principal  executive  offices  were
relocated to 3350 Peachtree Road,  Suite 205,  Atlanta GA 30326, in an executive
office building. The lease term is 60 (sixty) months from March 2000. The square
footage  is  approximately  25,000  square  feet.  Prior to the  relocation  our
executive offices were at 116 Radio Circle,  Mount Kisco, NY 10549. We also have
a satellite office in Somers, New York which is rented on a month-to-month basis
at approximately $450 per month.

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 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.  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.

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

     The Company held its annual Stockholders  meeting June 28, 2001 in Atlanta,
GA. There were 10,833,802  shares  represented at this meeting out of 12,433,296
shares issued and outstanding and entitled to vote.

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

     There was also  approval of the new By-Laws  and the  restated  Articles of
Incorporation along with the 2001 Stock Option Plan for the Company.

                                       2
<PAGE>
                                     PART II

        Item 5. Market for Common Equity and Related Stockholder Matters

     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

             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

             2000
             -----
             First Quarter                     $32.55           $4.90
             Second Quarter                    $22.42           $4.38
             Third Quarter                      $6.56           $3.83
             Fourth Quarter                     $4.38           $1.09


     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 29,  2002 there  were  approximately  78 record  holders of our
Company's common stock and approximately 3000 beneficial Stockholders.

         All stock prices retroactively reflect 1 for 35 reverse stock split
effective April 2, 2001.

         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.

                                       3
<PAGE>


Item 6.  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, 2001 and 2000,  should be read in conjunction with the
Company's Financial  Statements and related notes thereto and schedules included
elsewhere herein.

Overview

Technest Holdings,  Inc., F/K/A Financial Intranet, Inc. is a Nevada corporation
that has  activities  conducted  through its wholly  owned  subsidiary  which is
located in Atlanta,  GA,  with one  satellite  office in New York State.  It had
discontinued  its  operations  in the  United  States  temporarily  in 2000  and
actively  pursued options for sale,  merger or  acquisition.  An acquisition was
completed in the second quarter of 2001 as indicated hereafter.

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

Results of operations:

     Year ended  December 31, 2001  compared with ten months ended March 1, 2000
through December 31, 2000.

Revenue

Realized  gain  (loss)  on  investments  increased  $1,766,144  from a  loss  of
($286,327)  for the period ended 2000 to a gain of $1,479,787 for the year ended
2001 due to better results in our trading of short-term positions. The change in
unrealized  loss on  investments  was  ($3,055,089)  for the year  ended 2001 as
opposed  to  ($8,753,977)  for the  period  ended  2000  which  resulted  from a
write-down  of our  long-term  investment  portfolio.  Rental  and other  income
increased  $155,808 to $271,155  for the year ended 2001 from  $115,347 in 2000.
This 135% increase is  attributable  to additional  revenues from  subleasing of
office space in our Atlanta office.

                                       4
<PAGE>

Selling, general and administrative expenses

Selling,  general and  administrative  expenses for the year ended  December 31,
2001 were  $2,280,866 as compared to $895,867 for the ten months ended  December
31, 2000 which included a write-off of notes  receivable of $266,000.  The other
increases are  attributable to increased  business  activities in fiscal 2001 as
compared to fiscal 2000 as Technest commenced business in April 2000.

Depreciation and amortization

Depreciation  and  amortization  consists  primarily of depreciation of computer
equipment,  furniture,  amortization of software development costs. Depreciation
and  amortization  was $270,615 for the year ended December 31, 2001 and $96,810
for the ten months ended  December 31, 2000.  The increase in  depreciation  and
amortization is due to significant  capital  expenditures  made during the third
and fourth quarters of fiscal 2000.

Extraordinary gain - Forgiveness of debt

The extraordinary gain of $100,000 represents settlement of accounts payable.

Income taxes

No provision  for federal and state  income taxes has been  recorded in 2000 and
2001.  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

Cash and cash  equivalents  were  $115,169 and $175,792 at December 31, 2001 and
December 31, 2000, respectively.

The Company had a working  capital  deficiency of $646,116 at December 31, 2001.
Net cash used in operating  activities  was $83,703 for the year ended  December
31, 2001.  Cash used in operating  activities was primarily  attributable to net
loss of  ($3,771,461)  offset by unrealized  loss in  securities of  $3,055,089,
decreased  by  accounts  payable and accrued  expenses by  ($172,485)  offset by
non-cash items such as depreciation and  amortization of $270,615,  write-off of
capitalized  software of  $208,333,  write-off of note  receivable  of $299,256,
stock and warrants  issued for  services of  $63,690,and  services  rendered for
payment of note of ($55,416).  Net cash used in operating activities for the ten
months ended December 31, 2001 was $(619,217),  which was principally due to the
net loss of $(9,807,553)  offset  primarily by non-cash items such as unrealized
loss in securities of $8,753,977,  depreciation  and amortization of $96,810 and
stock received for services of ($151,000),  an increase in accounts  payable and
accrued  expenses of  $396,922,  an increase in deferred  revenue of $56,425 and
other liabilities of $37,381.

Net cash  provided  by  investing  activities  was  $502,336  for the year ended
December 31, 2001 as opposed to ($3,480,041)  cash used in investing  activities
for the ten months ended December 31, 2000.  Investing activities for year ended
December 31, 2001 was  primarily  attributable  to the sale of  investments  for
$444,000,  certificate of deposit of $74,473 and cash acquired on acquisition of
$28,224,  offset by purchase of property and  equipment  ($44,361).  For the ten
months ended  December 31, 2000  investing  activities  consisted of purchase of
investments  of  ($3,062,925),  purchase of property and equipment of ($929,376)
and  certificate of deposit of ($540,665)  offset by cost of securities  sold of
$1,052,925.  Net cash used in financing  activities  for the year ended December
31, 2001 of  ($479,256)  consisted  primarily  of  payments  of note  payable of
($300,000) and issuance of note  receivable-related  party ($199,256)  offset by
proceeds  from notes payable of $20,000.  For the ten months ended  December 31,
2000 financing activities consisted of proceeds from issuance of common stock of
$4,375,000 offset by issuance of note receivable-related party of ($100,000).

Technest Holdings, Inc has satisfied its cash requirements primarily through its
short-term  investments  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.

During 2001,we entered into a series of private financings totaling $95,000 with
Garth LLC through the issuance of convertible  promissory notes, the proceeds of
which were used for working capital. The principal amount and interest of $4,745
were converted on September 30, 2001 into 398,981 shares.

                                       5
<PAGE>

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.

     Unless we generate sufficient revenues or obtain financing,  our operations
     raise  substantial  doubt about our ability to continue as a going concern.
     We had a working  capital  deficiency as of December 31, 2001 of ($646,116)
     and an accumulated  deficit of  ($13,579,014)  at December 31, 2001. We had
     revenues of ($1,304,147)  and  ($8,924,957) for the year ended December 31,
     2001 and the ten months ended December 31, 2000, 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 Feldman Sherb & Co., P.C.,
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.

                                       6
<PAGE>
                             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                            F - 5

       Statements of Cash Flows                                      F - 6

       Notes to Financial Statements                            F - 7 to F - 18


                                      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,  2001,  and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
the years ended  December  31,  2001,  and 2000.  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, 2001, and the results of its operations
and its cash  flows  for the  years  ended  December  31,  2001,  and  2000,  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
$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.

                                           /s/Feldman Sherb & Co., P.C.
                                              Feldman Sherb & Co., P.C.
                                              Certified Public Accountants
New York, New York
March 14, 2002


                                      F-2
<PAGE>

                     TECHNEST HOLDINGS, INC. AND SUBSIDIARIES
                      (formerly "Financial Intranet, Inc.")
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001


                                     ASSETS
Current assets:
  Cash                                                    $             115,169
  Certificate of deposit, restricted                                    466,192
  Accounts receivable                                                     1,566
  Other receivables                                                     125,606
  Prepaid expenses                                                       61,680
                                                            --------------------
   Total current assets                                                 770,213

Property and equipment                                                  677,590

Investments                                                           1,422,934
                                                            --------------------
                                                          $           2,870,737
                                                            ====================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                   $             594,245
  Due to broker                                                         187,500
  Note payable                                                          634,584
                                                            --------------------
   Total current liabilities                                          1,416,329
                                                            --------------------

Stockholders' Equity:
  Common stock, $.001 par value,
    authorized 495,000,000 shares, issued
    and outstanding 37,082,277 shares                                    37,082
  Subscription receivable                                                (7,035)
  Additional paid in capital                                         15,003,375
  Accumulated deficit                                               (13,579,014)
                                                            --------------------
   Total stockholders' equity                                         1,454,408
                                                            --------------------
                                                          $           2,870,737
                                                            ====================


                 See notes to consolidated financial statements
                                       F-3

<PAGE>

                    TECHNEST HOLDINGS, INC. AND SUBSIDIARIES
                     (formerly "Financial Intranet, Inc.")
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                          March 1, 2000
                                                                           (Inception)
                                                       Year ended          through
                                                    December 31, 2001    December 31, 2000
                                                    -----------------  --------------------

Revenues:
<S>                                                 <C>               <C>
 Realized gain (loss) on sales of investments       $   1,479,787     $         (286,327)
 Change in unrealized loss on investments              (3,055,089)            (8,753,977)
 Rental and other income                                  271,155                115,347
                                                     --------------    --------------------
Total revenues                                         (1,304,147)            (8,924,957)

General and administrative expenses                     2,280,866                895,867
                                                     --------------    --------------------
Loss from operations                                   (3,585,013)            (9,820,824)
                                                     --------------    ---------------------
Other (income) expenses:
 Other expenses                                           208,333                   -
 Interest income                                          (47,482)               (38,924)
 Interest expense                                         125,597                 25,653
                                                     --------------    ---------------------
Total other (income) expenses                             286,448                (13,271)
                                                     --------------    ---------------------
Loss before extraordinary item                         (3,871,461)            (9,807,553)
Extraordinary item                                        100,000                   -
                                                     --------------    ---------------------
Net loss                                           $    (3,771,461)    $      (9,807,553)
                                                     ==============     ====================
BASIC AND DILUTED NET LOSS PER
   COMMON SHARE                                    $         (0.08)    $           (0.18)
                                                     ==============     ====================
NUMBER OF SHARES USED IN CALCULATING
 BASIC  AND DILUTED NET LOSS PER SHARE                   48,469,611            53,188,567
                                                     ===============    ====================


</TABLE>

                 See notes to consolidated financial statements
                                       F-4

<PAGE>

                    TECHNEST HOLDINGS, INC. AND SUBSIDIARIES
                      (formerly "Financial Intranet, Inc.")
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

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

<S>              <C>                <C>           <C>          <C>               <C>              <C>         <C>         <C>
Balance, January 1, 2000            29,831,195    $ 29,831     $ 7,509,473       $ (489,008)      (6,685,935) $    -      $ 364,361

Issuance of stock in lieu of           150,000         150          20,850              -               -          -         21,000
 legal fees

Issuance of stock upon
 conversion of notes                44,899,494      44,899       1,728,798              -               -          -      1,773,697

Issuance of stock in lieu of
 consulting fees                     2,260,000       2,260          69,740              -               -          -         72,000

Issuance of stock pursuant to
  public offering,
  net of expenses                    6,363,636       6,364       1,551,636              -               -          -      1,558,000

Issuance of stock resulting from
  exercise of warrants                 100,000         100          19,900              -               -          -         20,000

Issuance of stock in lieu of
  financing fees                       109,091         109          29,891              -               -          -         30,000

Issuance of stock upon
 acquisition                         1,450,000       1,450       1,347,050              -               -          -      1,348,500

Stock based compensation                   -            -          295,200              -               -          -        295,200

Beneficial conversion                      -            -          506,667              -               -          -        506,667

Issuance of warrants in connection
  with acquisition                         -            -          900,500              -               -          -        900,500

Amortization of deferred stock
  compensation                             -            -              -            163,004             -          -        163,004

Write-off of unamortized deferred
  stock compensation                       -            -         (326,004)         326,004            -           -           -

Net loss                                   -            -              -                -         (6,803,516)      -     (6,803,516)
                                   ----------   ----------   ------------      ----------------   -----------  --------- -----------

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
                                   =============   ==========   ============   ==============     ===========  ========= ===========

</TABLE>



                 See notes to consolidated financial statements
                                       F-5

<PAGE>
                    TECHNEST HOLDINGS, INC. AND SUBSIDIARIES
                      (formerly "Financial Intranet, Inc.")
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                          March 1, 2000
                                                                           (Inception)
                                                        Year Ended           through
                                                      December 31,2001    December 31, 2000
                                                      ----------------   -------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                  <C>               <C>
  Net loss from operations                           $    (3,771,461)  $     (9,807,553)
                                                      ---------------    -------------------
  Adjustments to reconcile net loss
   to net cash used in operating activities:
      Depreciation and amortization                          203,948             96,810
      Amortization of capitalized costs                       66,667               -
      Loss on disposition of fixed assets                      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
      Stock received for services                               -              (151,000)
      Unrealized loss on securities                        3,055,089          8,753,977
      Services rendered for payment of note                  (55,416)              -
      Other                                                  (10,000)              -

  Changes in assets and liabilities:
      Accounts receivable                                     26,283               -
      Prepaid expenses                                        16,155               -
      Other receivables                                     (125,606)              -
      Deposits                                                 5,263             (2,179)
      Accounts payable and accrued expenses                 (172,485)           396,922
      Due to broker                                          187,500               -
      Deferred revenue                                       (56,425)            56,425
      Other liabilities                                      (37,381)            37,381
                                                      ---------------    ------------------
                                                           3,687,758          9,188,336
                                                      ---------------    ------------------
NET CASH USED IN OPERATING ACTIVITIES                        (83,703)          (619,217)
                                                      ---------------    ------------------
CASH FLOWS FROM INVESTING ACTIVITES:
    Purchase of property and equipment                       (44,361)          (929,376)
    Certificate of deposit                                    74,473           (540,665)
    Cost of securities sold                                        -          1,052,925
    Purchase of investments                                        -         (3,062,925)
    Sale of investments                                      444,000               -
    Cash acquired on acquisition                              28,224               -
                                                      ---------------    ------------------
NET CASH PROVIDED BY (USED IN)
  INVESTING ACTIVITIES                                       502,336         (3,480,041)
                                                      ---------------    ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of note receivable - related party             (199,256)          (100,000)
    Proceeds from notes payable                               20,000               -
    Payments of notes payable                               (300,000)              -
    Proceeds from issuance of common stock                         -                 50
    Proceeds from issuance of preferred stock                      -          4,375,000
                                                      ---------------    ------------------
NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                                      (479,256)         4,275,050
                                                      ---------------    ------------------
NET INCREASE (DECREASE) IN CASH                              (60,623)           175,792

CASH - BEGINNING OF YEAR                                     175,792               -
                                                      ---------------    ------------------
CASH - END OF YEAR                                   $       115,169   $        175,792
                                                      ===============    ==================




                 See notes to consolidated financial statements
                                      F-6
<PAGE>


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Conversion of notes payable and
  accrued interest to common stock                   $        99,745   $             -
                                                      ===============    ==============
 Common stock subscription receivable                $          -      $          7,035
                                                      ===============    ==============
 Preferred stock issued for receipt of investments   $          -      $     10,500,000
                                                      ===============    ==============
 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
                      (FORMERLY "FINANCIAL INTRANET INC.")
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


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  shares of
     Technest  Inc.  (formerly  Technest.com  Inc.)  which was  incorporated  in
     Delaware on January 10, 2000.  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.

     FNTN  International,  LDC was  incorporated  under  the laws of the  Cayman
     Islands,  B.W.I.  during 2000. It is a wholly owned  subsidiary of Technest
     Holdings Inc.

     Guangzhou  eTrend  Technology Ltd. was  incorporated  under the laws of the
     Guangdong  Province,  People's  Republic  of China  during  April  2000 and
     received its license to do business as an ICP (Internet  Content  Provider)
     and web-site  consultant in May 2000.  Operations were discontinued  during
     the year ended December 31, 2001.

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, 2001, the Company
     had negative  working  capital in the amount of $646,116 and an accumulated
     deficit in stockholders' equity of $13,579,014.

     Recoverability  of a major  portion of the recorded  asset amounts shown in
     the accompanying  balance sheet is dependent upon the Company's  ability to
     meet its  financing  requirements  on a continuing  basis,  to maintain its
     present financing,  and to succeed in its future operations.  The financial
     statements do not include any  adjustments  relating to the  recoverability
     and classification of assets and liabilities that might be necessary should
     the Company be unable to continue its existence.

     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,  FNTN  International LDC,
     Guagdzhou  e-Trend  Technology  Ltd.  and Technest  Inc.  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.

     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, 2001
     an 2000 was $270,615 and $96,810, respectively.


                                      F-8
<PAGE>

     Fair value of financial instruments

     The  carrying  amounts  reported  in the balance  sheet for cash,  accounts
     receivable,  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 if 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  of common  shares and
     dilutive common stock  equivalents  outstanding  during the period.  Common
     stock  equivalents  have been excluded from the weighted average shares for
     2001 and 2000 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

     The Company has elected to continue to account for its employee stock based
     compensation   plans  using  the  intrinsic  value  method   prescribed  by
     Accounting  Principles  Board Opinion No. 25 (APB No. 25),  "Accounting for
     Stock Issued to Employees" and to disclose the proforma  effect on net loss
     per share had the fair value of options been expensed. Under the provisions
     of APB No. 25, the  compensation  cost for stock options is measured as the
     excess,  if any, of the market value of the  Company's  common stock at the
     date of the grant  over the  amount an  employee  must pay to  acquire  the
     stock.

     Recently issued accountant pronouncements

     In July 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement  of  Financial  Accounting  Standards  No. 141 ("SFAS No.  141"),
     "Business  Combinations."  SFAS No. 141  requires  the  purchase  method of
     accounting  for  business  combinations  initiated  after June 30, 2001 and
     eliminates the pooling-of-interests method.

     In July 2001, the FASB issued Statement of Financial  Accounting  Standards
     No. 142 ("SFAS No. 142"),  "Goodwill and Other Intangible Assets," which is
     effective for all fiscal years beginning after December 31, 2001;  however,
     early adoption is permitted. SFAS No. 142 requires, among other things, the
     discontinuance  of goodwill  amortization.  Goodwill and intangible  assets
     deemed to have  indefinite  lives will no longer be  amortized  but will be
     subject to annual impairment tests in accordance with the Statements. Other
     intangible  assets will  continue to be amortized  over their useful lives.
     The  adoption of the  provisions  of SFAS No. 142 is not expected to have a
     material effect on the Company's financial position or operations.

     In August 2001, the FASB issued Statement of Financial Accounting standards
     Board No. 143,  "Accounting for Asset  Retirement  Obligations",  (SFAS No.
     143"),  which is effective  for all fiscal years  beginning  after June 15,
     2002;  however,  early  adoption is  encouraged.  In August 2001,  the FASB
     issued  Statement  of  Financial   Accounting   Standards  Board  No.  144,
     "Accounting  for the Impairment or Disposal of Long-Lived  Assets",  ("SFAS
     144").  This  statement  is  effective  for fiscal  years  beginning  after
     December  15,  2001 and  supercedes  SFAS 121 while  retaining  many of its
     requirements.

4.   CERTIFICATE OF DEPOSIT

     At  December  31,  2001,  Technest,  Inc.  had  invested  in  a  ten  month
     certificate  of deposit  bearing  interest at 4.75% due  February 17, 2002.
     This  instrument  secures a Standby Letter of Credit in favor of the lessor
     of the  facilities.  In January  2002,  the Company  defaulted on its lease
     provisions  and the  certificate  of deposit was  liquidated to satisfy the
     amounts outstanding under the lease agreement through March 31, 2002.


                                      F-10
<PAGE>

5.  PROPERTY AND EQUIPMENT

     At December 31, 2001, property and equipment consisted of the following:

                                                           Estimated
                                             Cost         Useful life

        Furniture & Fixtures            $   420,127         7 years
        Computer Equipment & Software       246,738         3 years
        Office equipment                     51,973         5 years
        Leasehold improvements              254,899         5 years
                                            -------
                                            973,737
       Accumulated depreciation             296,147
                                            -------
                                        $   677,590
                                            =======

6.   CAPITALIZED SOFTWARE DEVELOPMENT COSTS

     Capitalized  software  development  costs represent the costs of developing
     and enhancing an Internet  presence on the Company's web site.  These costs
     were  capitalized in March 2000 and were to be amortized on a straight line
     basis over three  years.  On January  1, 2001,  the  unamortized  asset was
     $300,000.  During  the year  ended  December  2001,  the  Company  recorded
     amortization  of $91,667.  At December 31, 2001,  the Company wrote off the
     balance of $208,333.

                                      F-11

<PAGE>

7.       INVESTMENTS

     At December 31, 2001, investments consisted of the following:

<TABLE>
<CAPTION>
                                                                   December 31, 2001
                                          ---------------------------------------------------------------
                     Security                 Shares                  Cost                  Fair value
--------------------------------------    ----------------     -----------------      -------------------
Common stock
<S>                                           <C>           <C>                      <C>
   Lecstar Communications Corp                836,000       $       2,090,000        $          321,024
   USA Meats, Inc.                            250,000                 250,000                         -
   Designeroutlets.com, Inc.                      550                 385,000                         -
   Dynax Solution, Inc.                        31,250                 375,000                         -
   Cyberboard.com, Corp                        71,429                 250,000                         -
   Corpfin.com, Inc.                        1,305,000               1,305,000                   146,160
   Energy Corporation                          50,783                  25,000                    25,000
   Crystal Insight, Inc.                       50,000                 270,000                         -
                                          ----------------     -----------------      -------------------
      Total common stock                                    $       4,950,000        $          492,184
                                                               =================      ===================
Preferred stock
   Allure Fusion Media                      2,700,000       $       2,370,000        $          887,500
   ECompanyStore.com, Inc.                     50,000                 450,000                    43,250
   Coax Corporation                           213,068                 375,000                         -
                                          ----------------     -----------------      -------------------
      Total preferred stock                                 $       3,195,000        $          930,750
                                                               =================      ===================
Total Common and Preferred stock                            $       8,145,000        $        1,422,934
                                                               =================      ===================

</TABLE>
     For the years  ended  December  31, 2001 and 2000,  unrealized  losses were
$3,055,089 and $8,753,977, respectively.

8.   NOTE PAYABLE

     In  connection  with the  purchase of the  Company's  investment  in Allure
     Fusion Media,  the Company issued a promissory  note in the original amount
     of $1,650,000 of which  $990,000 was  outstanding at December 31, 2000. The
     Company  repaid  $300,000 on May 30,  2001 and  provided  certain  services
     valued at $55,416  which  offset and  reduced  the note to  $634,584  as of
     December 31, 2001.

                                      F-12
<PAGE>

     The note bears interest at 8% per annum. On December 31, 2001, the note had
     accrued interest of $88,715.

     During  January  2002,  the Company  entered into an agreement  with Allure
     Fusion Media whereby the preferred  stock and the balance of the promissory
     note were exchanged for 2,065,416 common shares.

9.   COMMITMENTS

     Operating leases

     Technest  leases  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  expires  in April  2005,  unless  sooner
     terminated as provided for in the lease. The agreement contains annual rent
     increases for inflation  purposes.  In February 2002, the Company defaulted
     on its lease  provisions  and the  certificate of deposit was liquidated to
     satisfy the amounts outstanding under the lease agreement through March 31,
     2002. (See Note 4).

     In addition, the Company leases office space in Somers, New York on a month
     to month basis.

     Rent expense for the years ended  December 31, 2001 and 2000,  was $673,731
     and $358,028, respectively.

     Employment Agreement

     The Company  entered into an employment  agreement  with a key executive on
     September 12, 1997 which was amended in December 1998. The agreement is for
     a three year  period  commencing  on August 23, 1999 and may be extended by
     the Company for an additional three year period. The agreement provides for
     an annual  base  salary of  $150,000,  and also  provides  for an option to
     purchase,  at any time while the  executive  is  employed  by the  Company,
     additional  shares of the Company's  common stock.  The purchase  price for
     such shares is $6.65 per share.  All options  granted under the  employment
     agreement expire on December 31, 2002, except for earlier dates relative to
     termination.


10.STOCKHOLDERS' EQUITY

     On January 12, 2000 and February 7, 2000, the Company issued 8% convertible
     promissory  notes in the  principal  amount of $150,000 and $200,000 with a
     maturity date of December 31, 2000, and warrants, exercisable under certain
     conditions, to purchase up to 200,000 shares of common stock at an exercise
     price of $.50 per share through  October 20, 2004. The notes were converted
     into 7,455,599 shares of common stock prior to December 31, 2000. The value
     attributable to the beneficial conversion feature, $166,667, was charged to
     interest expense in 2000.

                                      F-13
<PAGE>

     On May 20, 2000, the Company issued 8% convertible  promissory notes in the
     principal amount of $600,000 with a maturity date of December 31, 2000, and
     warrants,  exercisable under certain conditions,  to purchase up to 200,000
     shares  of common  stock at an  exercise  price of $.50 per  share  through
     October 20, 2004.  The note was  converted to  12,476,573  shares of common
     stock prior to December 31, 2000. The value  attributable to the beneficial
     conversion feature, $200,000, was charged to interest expense in 2000.

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

     On October 30, 2000, the Company  issued an 8%  convertible  demand note in
     the principal amount of $190,000,  and warrants,  exercisable under certain
     conditions, to purchase up to 200,000 shares of common stock at an exercise
     price of $.50 per share through  October 20, 2004. The notes were converted
     into  19,000,000  shares of common stock prior to December  31,  2000.  The
     value  attributable to the beneficial  conversion  feature,  $190,000,  was
     charged to interest expense in 2000.

     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.

     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. See Note 11.

     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.


                                      F-14
<PAGE>

11.  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 Plans 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.

     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.

     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 years ended  December 31, 2001 and 2000
     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 and 2000. 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.

     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 for the 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  and  2000  was  $1.54  and  $0.04,
     respectively,  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%


                                      F-15
<PAGE>


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


                                                       Weighted Average
                                Number of Shares        Exercise Price
                               ------------------      -----------------
Balance, January 1, 2000             102,618                $34.14
     Granted                         159,965                 $9.99
                               ------------------
Balance, December 31, 2000           262,583                $19.43
     Granted                          50,000                  $.10
                               ------------------      -----------------
Balance, December 31, 2001           312,583                $16.36
                               ==================      =================

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

                                                     Weighted Average
                               Number of Shares       Exercise Price
                               ----------------    --------------------
Balance, January 1, 2000            198,633                $5.12
     Granted                        228,571                 $.35
                               ----------------
Balance, December 31, 2000          427,204                $2.57

     Granted                        519,920                 $.35
                               ----------------    ---------------------
Balance, December 31, 2001          947,124                $1.35
                               ================    =====================


     The following  table  summarizes  the Company's  stock options and warrants
outstanding at December 31, 2001:

<TABLE>
<CAPTION>
                                                     Options and warrants outstanding and exercisable
                                          -------------------------------------------------------------------

                                                               Weighted average          Weighted average
                       Exercise price                           remaining life            exercise price
                                               Number
                     -------------------- ------------------ ---------------------     ----------------------
<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>


                                      F-16
<PAGE>

12.  ACQUISITION

     On April 5, 2001, the Company acquired all of the outstanding  common stock
     of Technest.com,  Inc., a Delaware corporation pursuant to an Agreement and
     Plan of reorganization  dated March 21, 2001, among 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.

13.  EXTRAORDINARY ITEM

     The  extraordinary  gain of $100,000  represents the settlement of accounts
     payable.

14.  INCOME TAXES

     At December 31, 2001, the Company had net operating loss  carryforwards for
     federal  income tax purposes of  approximately  $2,326,000,  which begin to
     expire in 2019.  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:

                                               2001             2000
                                            ------------    ------------
         Tax benefit at statutory rate     $(1,320,000)    $ (3,430,000)
         Benefit not utilized                1,320,000        3,430,000
                                            ------------    ------------
                                           $      -        $       -
                                            ============    ============

     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, 2001 are as follows:

         Assets:
         Net operating loss                $       810,000
         Unrealized losses                       3,940,000
                                            ---------------
         Total deferred tax assets               4,750,000
         Valuation allowance                    (4,750,000)
                                            ---------------
         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.

                                      F-17
<PAGE>

15. 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
     vigorously  defending the action.  The litigation is in the early stages of
     discovery  and no  assurances  can be  made  about  the  ultimate  outcome.
     However, the Company could be adversely affected if the plaintiff prevails.


16.  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-18

<PAGE>

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

     Reference is made to Form 8-K with date of report of January 31,  2000,  as
amended, which indicated,  in part, that the Issuer (formerly known as Financial
Intranet,  Inc.) on January 31, 2000 engaged Richard A. Eisner & Company, LLP as
its  independent  accountants  following  dismissal  of its  former  independent
accountants Reminick Aarons & Company, LLP.

     Reference is made to Form 8-K with date of report of November 15, 2000,  as
amended on two occasions, which indicated, in part, that in conjunction with the
Issuer's reorganization the Issuer, on November 15, 2000 engaged Feldman Sherb &
Co.,  P.C. as its  independent  accountants  following  dismissal  of its former
independent accountants Richard A. Eisner & Company, LLP on the same date.

                                       7
<PAGE>

                                    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.


Name                  Office held since     Age     Title

Michael Sheppard          1997              52      President, Chief Executive
                                                    Officer and Director

Rollin Shouse             2001              59      Vice President and Director

W. Dale Smith             2001              55      Director

Jose Auffant              2001              33      Secretary Treasurer

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

Michael Sheppard-President, Chief Executive Officer and Director

Mr. Sheppard, age 52, 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.

Rollin M. Shouse -Vice President and Director

Mr. Shouse,  age 59 was appointed  Chief Operating  Officer of Technest,  Inc. a
subsidiary  of Technest  Holdings,  Inc. in April 2000 and was confirmed in this
position as well as Director of the parent  company in June 2001 by the Board of
Directors. Mr. Shouse brings over 30 years experience from the convenience store
industry.  From  1996-1999,  Mr.  Shouse  served as CEO and  President of Shouse
Enterprises,  Inc.,  a  convenience  store chain  comprised  of 26 stores.  From
1993-1996,  Mr. Shouse  served as the CEO and President of Sunshine Jr.  Stores,
Inc., a publicly traded company with 232 convenience stores and six supermarkets
in their  portfolio.  He  received  his B.S.  in  Business  Administration  from
Georgetown College in 1964.

W. Dale Smith - Director

Mr.  Smith,  age 55, was  appointed  to the Board of Directors in April 2001 and
elected by the shareholders in June 2001. Mr. Smith is the Co-founder of Lecstar
Communications  Group.  He has served as the President and a Director  since the
inception in 1999. Before co-founding  Lecstar  Communications  Group, Mr. Smith
began his career  with  SonocoProducts  Company  and for twelve  years  advanced
through various  executive  management  positions  serving as National  Accounts
Sales Manager for New York City and also the Southeastern Regional Marketing and
Sales Manager. Mr. Smith resigned from Sonoco to become Kentucky Governor John Y
Brown's  Commisssioner of Commerce and Deputy Secretary of the Commerce Cabinet.
He managed five departments,  maintained offices for Kentucky on four continents
and was  instrumental in bringing  Kentucky over $2 billion in new  investments,
ranking  Kentucky in the top five states in the  Nation..  Mr. Smith has over 30
years of experience.

Jose Auffant - Secretary Treasurer

Mr. Auffant 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 Illinios 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.

                                       8
<PAGE>

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

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 three 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 $350.00
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.

<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>

Michael Sheppard               2001  183,968     0            0      0          0         305,634
Chief Executive Officer        2000  173,575     0            0      0          0          71,429

Rollin Shouse VP               2001  134,166     0            0      0          0            0
                               2000  105,000     0            0      0          0            0

Jose Auffant                   2001     0        0            0      0          0            0
                               2000     0        0            0      0          0            0

</TABLE>


                                        9
<PAGE>

(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 nonstatutory 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.

     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 29, 2002, 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.

                                       10
<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, 2001    Price Per ($/Share)         Date
----                                         ---------------    -----------------    -------------------      ----------
<S>                                            <C>                     <C>                  <C>                   <C>

Michael Sheppard                               305,634                100.00%               $.35               12/31/05
Rollin Shouse                                    -0-                    N/A                  N/A                 N/A
W. Dale Smith                                    -0-                    N/A                  N/A                 N/A
Jose Auffant                                     -0-                    N/A                  N/A                 N/A
</TABLE>


Option Exercises and Values for 2001

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

<TABLE>
<CAPTION>


                                                            AGGREGATED
                                                OPTION VALUES ON December 31, 2001
                                                        Number of Securities                         Value of Unexercised
                                                       Underlying Unexercised                        In-the-Money Options
                                                         Options at 12/31/01                            at 12/31/01(1)
Name                             Exercisable              Unexercisable               Exercisable       Unexercisable
------                           -----------          ------------------------        -----------   ---------------------
<S>                               <C>                           <C>                   <C>                    <C>
Michael Sheppard                    440,816                     0                      $555,929              0
Rollin Shouse                          0                        0                          0                 0
W. Dale Smith                          0                        0                          0                 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, 2001.


                                       11


<PAGE>

Item 11.     Security Ownership of Certain Beneficial Owners and Management

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

             The following  tabulation shows the security  ownership as of March
     29, 2002 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, 2002,  we had  37,082,277  shares of common stock
     issued and outstanding.

<TABLE>
<CAPTION>
             Name & Address             Amount and Nature of Beneficial
             --------------                       Ownership               Percent of Class/Title of Class
                                        -------------------------------   -------------------------------
<S>                           <C>                 <C>                               <C>
             Michael Sheppard (1)                 444,584(1)                         1.18%
             c/o Financial Intranet
             90 Grove Street
             Suite 205
             Ridgefield, CT 06778

             Rollin M. Shouse                      105,142                           0.28
             Suite 1050
             3350 Peachtree Road N.E.
             Atlanta, GA 30326

             W. Dale Smith                            0                                0
             Suite 1050
             3350 Peachtree Road N.E.
             Atlanta, GA 30326

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

             Greenfield Investment Cons.        12,205,370                          32.91%
             1300 West Belmont
             Suite 210
             Chicago, IL 60657

             Southshore Capital Fund Ltd.        3,107,291                          8.38%
             Financial Centre
             Shirley & Charlotte Streets
             P.O. Box CB-13136
             Nassau, Bahamas

             The Four Life Trust                11,572,943                        31.21%
             City Trust
             3rd Floor, Murdoch House
             South Quay
             Douglas, Isle of Man IMI 5AS

             The Rearden Trust                   2,375,685                         6.41%
             City Trust
             3rd Floor, Murdoch House
             South Quay
             Douglas, Isle of Man IMI 5AS

             Millennium Fund One Ltd            2,003,422                          5.40%
             Landmark Trust (Bermuda) Ltd
             Chancery Hall
             52 Reid Street
             Hamilton HM, Bermuda

    All Officers and Directors as a
     Group (4 Persons)                            549,726(1)                       1.47%

</TABLE>


     (1) Includes 440,816 options

                                       12
<PAGE>

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the years 2001 and 2000,  Mr.  Sheppard  received  an option for  377,063
shares at a price of $.35 per share for waiving  options  granted during funding
in 2000 and for  selling a  portion  of his  shares of common  stock to fund the
Company.  Mr.  Sheppard  has not  exercised  any of his  options to acquire  any
shares.


ITEM 13.   EXHIBITS, LIST AND REPORTS ON FORM 8-K

            (a)   Exhibits

Exhibit No.       Description

    22            Subsidiaries of Registrant.

            (b)   Reports on Form 8-K  none


                                       13
<PAGE>

                                   SIGNATURES


     Pursuant  to the  requirements  of Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Dated: April 15, 2002
                                      Technest Holdings, Inc.

                              By: /s/ Michael Sheppard

                                      Michael Sheppard
                                      CEO and Chairman of the
                                      Board of Directors

     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 on the
dates indicated.

Name                            Position                            Date

By: /s/  Michael Sheppard       Chairman   of  the                4/15/2002
                                Board   of   Directors,
                                President and
                                Chief Executive Officer

By: /s/   Rollin Shouse         Vice President and Director       4/15/2002

By: /s/   W.Dale Smith          Director                          4/15/2002

By:       Jose Auffant          Secretary Treasurer










                                       14