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Technest Holdings Inc · PRE 14A · For 6/28/01

Filed On 5/30/01 3:28pm ET · SEC Files 0-27023, 814-00233 · Accession Number 950129-1-501104

This Filing's "Filed As Of" Date was Corrected by the SEC on 5/27/03.

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 5/30/01  Technest Holdings Inc             PRE 14A®    6/28/01    1:56                                     Bowne of Houston...01/FA

Preliminary Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Financialintranet,Inc.                                56    308K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) About the Annual Meeting Are there any of our executive officers who are not members of our board of directors? Can I review the Financial Intranet 2001 Stock Option Plan? Can I vote by telephone or electronically via the internet? Can the options granted under the plan be transferred? Can the plan be amended or terminated? Can the terms of awards already granted be adjusted or changed? Certain Relationships and Related Transactions Change of Control Director and Executive Officer Compensation Does Financial Intranet have any standing committees of its board of directors? Do I have dissenter's rights? Do we currently have any employment agreements with any of our executive officers? Financial Intranet, Inc Has there been a change in control of Financial Intranet since the beginning of our last fiscal year? Have any employment agreements with our executive officers been terminated in the last fiscal year? Have our directors, officers and 10% beneficial owners complied with the beneficial ownership reporting requirements of Section 16(a)? How are our directors compensated? How do I make a stockholder proposal at the next annual meeting? How do I obtain more information about Financial Intranet? How do I vote and who will vote my proxy? How is the compensation determined for our executive officers? How many options will allocated under the plan if the plan is approved? How many stock options do the individuals who served as our executive officers during the past fiscal year own as of December 31, 2000? How many stock options were granted in the last fiscal year to individuals who during the past fiscal year served as our executive officers? How many times did our board of directors meet during this past fiscal year? How much common stock do our directors and our executive officer own and who are the largest owners of our common stock? How will the plan be administered? How will votes be tabulated? May I revoke my proxy? Proposal 1 Amendment to the Restated Articles of Incorporation Proposal 2 Approval of the Amended and Restated Bylaws Proposal 3 Proposal 3 Election of Directors Proposal 4 Approval of the Financial Intranet Corporation 2001 Stock Incentive Plan Stock Ownership What are our board of directors' recommendations? What are the federal income tax consequences of the issuance and exercise of awards granted under the plan? What are the most significant differences between the proposed amended and restated bylaws and the current bylaws? What are the voting rights of the stockholders? What constitutes a quorum? What does it mean if I receive more than one proxy card? What is our philosophy behind our granting of stock options to our executive officers? What is the current summary compensation for our executive officers? What is the exercise price for each option granted? What is the purpose of our 2001 Stock Option Plan? What is the purpose of the annual meeting? What shares of ours are subject to the plan? What types of awards are to be granted under the plan? What vote is required to approve each item? When are the awards exercisable? When will the plan be effective and what will its duration be? Who are our current independent accountants? Who are the current members of our board of directors? Who is entitled to notice of and to vote at the annual meeting? Who is paying the cost for this proxy solicitation and how is the solicitation process conducted? Why does the board of directors recommend that the stockholders approve the amendments contained in the Certificate of Change?
1	1st Page
"	Financial Intranet, Inc
7	About the Annual Meeting
"	What is the purpose of the annual meeting?
"	Who is entitled to notice of and to vote at the annual meeting?
"	What are the voting rights of the stockholders?
"	How do I vote and who will vote my proxy?
8	May I revoke my proxy?
"	What does it mean if I receive more than one proxy card?
"	Can I vote by telephone or electronically via the internet?
"	What constitutes a quorum?
"	What vote is required to approve each item?
9	How will votes be tabulated?
"	What are our board of directors' recommendations?
"	Does Financial Intranet have any standing committees of its board of directors?
"	Who is paying the cost for this proxy solicitation and how is the solicitation process conducted?
"	Do I have dissenter's rights?
10	How do I make a stockholder proposal at the next annual meeting?
"	How do I obtain more information about Financial Intranet?
11	Stock Ownership
"	How much common stock do our directors and our executive officer own and who are the largest owners of our common stock?
12	Director and Executive Officer Compensation
"	How is the compensation determined for our executive officers?
"	What is the current summary compensation for our executive officers?
13	What is our philosophy behind our granting of stock options to our executive officers?
"	How many stock options were granted in the last fiscal year to individuals who during the past fiscal year served as our executive officers?
"	How many stock options do the individuals who served as our executive officers during the past fiscal year own as of December 31, 2000?
14	Do we currently have any employment agreements with any of our executive officers?
"	Have any employment agreements with our executive officers been terminated in the last fiscal year?
15	How are our directors compensated?
"	How many times did our board of directors meet during this past fiscal year?
"	Who are the current members of our board of directors?
"	Are there any of our executive officers who are not members of our board of directors?
16	Have our directors, officers and 10% beneficial owners complied with the beneficial ownership reporting requirements of Section 16(a)?
"	Who are our current independent accountants?
"	Certain Relationships and Related Transactions
17	Change of Control
"	Has there been a change in control of Financial Intranet since the beginning of our last fiscal year?
18	Proposal 1 Amendment to the Restated Articles of Incorporation
"	Why does the board of directors recommend that the stockholders approve the amendments contained in the Certificate of Change?
21	Proposal 2 Approval of the Amended and Restated Bylaws
"	What are the most significant differences between the proposed amended and restated bylaws and the current bylaws?
23	Proposal 3 Election of Directors
"	Proposal 3
24	Proposal 4 Approval of the Financial Intranet Corporation 2001 Stock Incentive Plan
"	What is the purpose of our 2001 Stock Option Plan?
"	When will the plan be effective and what will its duration be?
"	How will the plan be administered?
25	What types of awards are to be granted under the plan?
"	What shares of ours are subject to the plan?
26	What is the exercise price for each option granted?
"	When are the awards exercisable?
"	Can the options granted under the plan be transferred?
"	Can the plan be amended or terminated?
"	Can the terms of awards already granted be adjusted or changed?
27	What are the federal income tax consequences of the issuance and exercise of awards granted under the plan?
28	How many options will allocated under the plan if the plan is approved?
"	Can I review the Financial Intranet 2001 Stock Option Plan?

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials permitted by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

FINANCIAL INTRANET, INC.
--------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

--------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(6) Amount Previously Paid:

(7) Form, Schedule or Registration Statement No.:

(8) Filing Party:

(9) Date Filed:

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FINANCIAL INTRANET, INC.
90 GROVE STREET, SUITE 01
RIDGEFIELD, CONNECTICUT 06877

, 2001

To the Financial Intranet, Inc. Stockholders:

I would like to take this opportunity to invite you to attend our 2001
Annual Meeting of Stockholders of Financial Intranet, Inc., which we will hold
at Technest.com, Inc., One Capital City Plaza, 3350 Peachtree Road, Suite 1050,
Atlanta, Georgia 30326, at 8:00 a.m., Atlanta time, on Thursday, June 28, 2001.

This letter is accompanied by the formal notice of Financial Intranet,
Inc.'s annual meeting and the proxy statement. The proxy statement tells you
more about the agenda and procedures for the meeting. The proxy statement also
describes how the board of directors operates and gives information about our
proposed amendments to Financial Intranet's Restated Articles of Amendments and
bylaws, our director candidates, and our proposed stock incentive plan. Included
also is a form of proxy for voting at the meeting and our 2000 annual report to
stockholders on Form 10-KSB.

We look forward to greeting personally those of you who are able to be
present at the annual meeting and sharing with you more information about
Financial Intranet.

YOUR VOTE IS VERY IMPORTANT AND IT IS IMPORTANT THAT YOUR SHARES ARE
REPRESENTED, WHETHER OR NOT YOU ARE ABLE TO BE WITH US AT THE MEETING. TO ENSURE
YOUR REPRESENTATION AT THE MEETING, EVEN IF YOU ANTICIPATE ATTENDING IN PERSON,
WE URGE YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD. IF YOU
ATTEND, YOU WILL, OF COURSE, BE ENTITLED TO REVOKE YOUR PROXY AND VOTE IN
PERSON. I WOULD LIKE TO STRESS THE IMPORTANCE OF YOU SUBMITTING YOUR VOTE AS
EARLY AS POSSIBLE.

Sincerely,

/s/ MICHAEL SHEPPARD

Michael Sheppard
Director and President

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FINANCIAL INTRANET, INC.
90 GROVE STREET, SUITE 01
RIDGEFIELD, CONNECTICUT 06877

NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS

, 2001

To Our Stockholders,

The 2001 annual meeting of the stockholders of Financial Intranet, Inc.
will take place at Technest.com, Inc., One Capital City Plaza, 3350 Peachtree
Road, Suite 1050, Atlanta, Georgia 30326, at 8:00 a.m., Atlanta time, on
Thursday, June 28, 2001, for the purpose of considering and acting upon the
following matters described in more detail in the accompanying proxy statement:

- an amendment to Financial Intranet Inc.'s Restated Articles of
Incorporation to (1) 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, will be common stock and 5,000,000
shares, $.001 par value, will be preferred stock, (2) limit the personal
liability of the Company's directors and officers, (3) elect that
Financial Intranet, Inc. shall not be governed by Nevada's Control Share
and Business Combination statutes, Nev. Rev. Stat. sec.sec. 78.378 to
78.3793, inclusive, and Nev. Rev. Stat. sec.sec. 78.411 to 78.444,
inclusive, and (4) change the name of the Company from "Financial
Intranet, Inc." to "Technest Holdings, Inc.";

- the approval of the Amended and Restated Bylaws of Financial Intranet,
Inc.;

- the election of three directors, to serve until the next meeting of the
stockholders;

- the approval of the Financial Intranet, Inc. 2001 Stock Option Plan; and

- such other business as may properly come before the annual meeting.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE FIRST FOUR
MATTERS OUTLINED ABOVE. OUR BOARD OF DIRECTORS HAS GRANTED THE PROXY HOLDERS
DISCRETIONARY AUTHORITY TO VOTE UPON ANY OTHER MATTER THAT PROPERLY COMES BEFORE
THE ANNUAL MEETING.

Our board of directors has fixed June 11, 2001, as the "record date" for
determining stockholders entitled to notice of and to vote at the annual
meeting. Only stockholders of record as of the record date will be entitled to
notice of and to vote at the annual meeting or any adjournment of the annual
meeting.

All stockholders are cordially invited to attend the annual meeting in
person. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THAT PURPOSE. Stockholders who attend the annual meeting,
and so request, may revoke their proxy and vote their shares in person even if
they have already returned a proxy card.

FOR ENTRY TO THE ANNUAL MEETING, EACH STOCKHOLDER MAY BE ASKED TO PRESENT
VALID PICTURE IDENTIFICATION, SUCH AS A DRIVER'S LICENSE OR PASSPORT.
STOCKHOLDERS HOLDING STOCK IN BROKERAGE ACCOUNTS ("STREET NAME" HOLDERS) WILL
NEED TO BRING A COPY OF A BROKERAGE STATEMENT REFLECTING STOCK OWNERSHIP AS OF
THE RECORD DATE. CAMERAS, RECORDING DEVICES AND OTHER ELECTRONIC DEVICES WILL
NOT BE PERMITTED AT THE MEETING.

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PLEASE NOTE -- IMPORTANT NOTICE REGARDING DELIVERY OF SHAREHOLDER DOCUMENTS

The Securities and Exchange Commission has adopted a new rule that allows
us to send a single annual report to two or more of our stockholders sharing the
same address, subject to certain conditions. This new "householding" rule will
provide greater convenience for investors and cost savings for us by reducing
the number of duplicate documents that stockholders receive. The commission is
also proposing an amendment to the new rule to include deliveries of proxy
statements as well.

Unless we receive contrary instructions, if you have the same last name as
any other stockholder who shares the same address, your household will receive
only one copy of our next annual report. If the proposed amendment to the rule
is adopted, you will also receive only one copy of each future proxy statement,
although you will receive a separate proxy card for each stockholder in the
household.

If you wish to continue to receive separate annual reports and proxy
statements for each household account, you may notify us by facsimile at (203)
431-8301 or in writing at Financial Intranet, Inc., 90 Grove Street, Suite 01,
Ridgefield, Connecticut 06877. Your withdrawal from "householding" status will
be effective 30 days after we receive your notification. If we do not receive
instructions to remove your account from this service, your account will
continue to be "householded" until you notify us otherwise.

If you have stock in multiple accounts, you may be receiving more than one
copy of our annual report and proxy statement. To reduce the number of reports
and statements that you receive in connection with our annual meeting and save
us the cost of producing and mailing these extra materials, you can mark the
designated box on the appropriate proxy card(s). Please make sure however that
at least one account continues to receive these materials. Eliminating these
duplicate mailings will not affect your receipt of future proxy cards for any
account. If you choose this option and change your mind at a later date, we may
resume mailing these materials within 30 days after notification by you in the
manner provided above.

If you own our common stock beneficially through a nominee (such as a bank
or broker) and receive more than one of our annual reports and proxy statements,
please consider giving permission to your nominee to eliminate duplicate
mailings.

We encourage your participation in these programs as it not only allows us
to reduce costs, but is more environmentally friendly by reducing the
unnecessary use of materials.

By order of our board of directors,

/s/ MICHAEL SHEPPARD

Michael Sheppard
Director and President

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FINANCIAL INTRANET, INC.
90 GROVE STREET, SUITE 01
RIDGEFIELD, CONNECTICUT 06877

NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS

, 2001

TABLE OF CONTENTS

[Download Table]

ABOUT THE ANNUAL MEETING.................................... 1
What is the purpose of the annual meeting?................ 1
Who is entitled to notice of and to vote at the annual
meeting?............................................... 1
What are the voting rights of the stockholders?........... 1
How do I vote and who will vote my proxy?................. 1
May I revoke my proxy?.................................... 2
What does it mean if I receive more than one proxy
card?.................................................. 2
Can I vote by telephone or electronically via the
internet?.............................................. 2
What constitutes a quorum?................................ 2
What vote is required to approve each item?............... 2
How will votes be tabulated?.............................. 3
What are our board of directors' recommendations?......... 3
Does Financial Intranet have any standing committees of
its board of directors?................................ 3
Who is paying the cost for this proxy solicitation and how
is the solicitation process conducted?................. 3
Do I have dissenter's rights?............................. 3
How do I make a stockholder proposal at the next annual
meeting?............................................... 4
How do I obtain more information about Financial
Intranet?.............................................. 4
STOCK OWNERSHIP............................................. 5
How much common stock do our directors and our executive
officer own and who are the largest owners of our
common stock?.......................................... 5
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION................. 6
How is the compensation determined for our executive
officers?.............................................. 6
What is the current summary compensation for our executive
officers?.............................................. 6
What is our philosophy behind our granting of stock
options to our executive officers?..................... 7
How many stock options were granted in the last fiscal
year to individuals who during the past fiscal year
served as our executive officers?...................... 7
How many stock options do the individuals who served as
our executive officers during the past fiscal year own
as of December 31, 2000?............................... 7
Do we currently have any employment agreements with any of
our executive officers?................................ 8
Have any employment agreements with our executive officers
been terminated in the last fiscal year?............... 8
How are our directors compensated?........................ 9
How many times did our board of directors meet during this
past fiscal year?...................................... 9
Who are the current members of our board of directors?.... 9
Are there any of our executive officers who are not
members of our board of directors?..................... 9
Have our directors, officers and 10% beneficial owners
complied with the beneficial ownership reporting
requirements of Section 16(a)?......................... 10
Who are our current independent accountants?.............. 10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 10
Certain Relationships and Related Transactions............ 10
Has there been a change in control of Financial Intranet
since the beginning of our last fiscal
year?.................................................. 11

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[Download Table]

PROPOSAL 1 AMENDMENT TO THE RESTATED ARTICLES OF
INCORPORATION................................... 12
Why does the board of directors recommend that the
stockholders approve the amendments contained in the
Certificate of Change?................................. 12
PROPOSAL 2 APPROVAL OF THE AMENDED AND RESTATED BYLAWS..... 15
What are the most significant differences between the
proposed amended and restated bylaws and the current
bylaws?................................................ 15
PROPOSAL 3 ELECTION OF DIRECTORS........................... 17
PROPOSAL 4 APPROVAL OF THE FINANCIAL INTRANET CORPORATION
2001 STOCK INCENTIVE PLAN....................... 18
What is the purpose of our 2001 Stock Option Plan?........ 18
When will the plan be effective and what will its duration
be?.................................................... 18
How will the plan be administered?........................ 18
What types of awards are to be granted under the plan?.... 19
What shares of ours are subject to the plan?.............. 19
To whom can stock options be granted?..................... 20
What is the exercise price for each option granted?....... 20
When are the awards exercisable?.......................... 20
Can the options granted under the plan be transferred?.... 20
Can the plan be amended or terminated?.................... 20
Can the terms of awards already granted be adjusted or
changed?............................................... 20
What are the federal income tax consequences of the
issuance and exercise of awards granted under the
plan?.................................................. 21
How many options will allocated under the plan if the plan
is approved?........................................... 22
Can I review the Financial Intranet 2001 Stock Option
Plan?.................................................. 22

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FINANCIAL INTRANET, INC.
90 GROVE STREET, SUITE 01
RIDGEFIELD, CONNECTICUT 06877

PROXY STATEMENT

This proxy statement contains information and is furnished in connection
with the solicitation by the board of directors of Financial Intranet, Inc., a
Nevada corporation, of proxies for use at the 2001 annual meeting of
stockholders of Financial Intranet, Inc. ("Financial Intranet" or the "Company")
to be held at Technest.com, Inc., One Capital City Plaza, 3350 Peachtree Road,
Suite 1050, Atlanta, Georgia 30326, at 8:00 a.m., Atlanta time, on Thursday,
June 28, 2001, and any adjournment of the annual meeting. This proxy statement
and accompanying proxy card are first being mailed to stockholders on or about
June 12, 2001.

ABOUT THE ANNUAL MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At our annual meeting, the stockholders will act upon the matters outlined
in the Notice of 2001 Annual Meeting of Stockholders on the cover page of this
proxy statement, including:

- an amendment to Financial Intranet Inc.'s Restated Articles of
Incorporation to (1) 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, will be common stock and 5,000,000
shares, $.001 par value, will be preferred stock, (2) limit the personal
liability of the Company's directors and officers, (3) elect that
Financial Intranet shall not be governed by Nevada's Control Share and
Business Combination statutes, Nev. Rev. Stat. sec.sec. 78.378 to
78.3793, inclusive, and Nev. Rev. Stat. sec.sec. 78.411 to 78.444,
inclusive, and (4) change the name of the Company from "Financial
Intranet, Inc." to "Technest Holdings, Inc.";

- the approval of the Amended and Restated Bylaws of Financial Intranet,
Inc.;

- the election of three directors, to serve until the next meeting of the
stockholders;

- the approval of the Financial Intranet, Inc.'s 2001 Stock Option Plan;
and

- such other business as may properly come before the annual meeting.

In addition, our management will report on the current operations of
Financial Intranet and respond to questions from stockholders.

WHO IS ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING?

Our board of directors has fixed the close of business on June 11, 2001, as
the "record date" for the determination of stockholders who are entitled to
notice of the meeting and who are entitled to vote at the annual meeting. As of
the record date we had 12,433,240 outstanding shares of common stock and
stockholders of record. Only holders of our common stock as of the
record date will be entitled to notice of and to vote at the annual meeting.

WHAT ARE THE VOTING RIGHTS OF THE STOCKHOLDERS?

The holders of our common stock will vote together as a single class on all
matters to be acted upon at the annual meeting and each holder of a full share
of common stock will be entitled to one vote per each full share held.

HOW DO I VOTE AND WHO WILL VOTE MY PROXY?

If you properly complete, sign and return the accompanying proxy card, it
will be voted as you direct. Michael Sheppard, the person named as proxy on the
proxy card accompanying this proxy statement, will vote
1

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each properly executed and returned proxy as indicated on the directions of the
returned proxy, or if you do not indicate a direction, the proxy will be voted
in accordance with the recommendations of our board of directors contained in
this proxy statement. The board of directors selected Mr. Sheppard to serve in
this capacity. Even if you plan to attend the annual meeting, your plans may
change, so it is a good idea to complete, sign and return your proxy card in
advance of the annual meeting. "Street name" stockholders who wish to vote at
the meeting will need to obtain a proxy form from the institution that holds
their shares. If you attend the annual meeting, you will of course be allowed to
vote in person.

MAY I REVOKE MY PROXY?

Yes. Each stockholder giving a proxy has the power to revoke it at any time
before the shares it represents are voted. Revocation of a proxy is effective
upon receipt by Mr. Sheppard at or prior to the annual meeting of either an
instrument revoking the proxy or a duly executed proxy bearing a later date.
Additionally, a stockholder may change or revoke a previously executed proxy by
attending the annual meeting and requesting to vote in person. Please note that
attendance at the annual meeting will not by itself revoke a previously granted
proxy.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

If you receive more than one proxy card, it means you have multiple
accounts at the transfer agent and/or with stockbrokers. Please sign and return
all proxy cards to ensure that all your shares are voted.

CAN I VOTE BY TELEPHONE OR ELECTRONICALLY VIA THE INTERNET?

You may not vote by telephone, but you may vote electronically through the
internet. You may also vote by returning a properly executed proxy card or by
voting in person at the annual meeting.

WHAT CONSTITUTES A QUORUM?

The presence at the meeting of at least a majority of the outstanding
shares of our common stock entitled to vote, whether present in person or by
proxy, will constitute a quorum. A quorum must be present at the annual meeting
to permit the conduct of business.

If you hold your shares in "street name" through a broker or other nominee,
your broker or nominee may not be permitted to exercise voting discretion with
respect to some of the matters to be acted upon. If you do not give your broker
or nominee specific instructions, your shares may not be voted on those matters
and will not be counted in determining the number of shares necessary for
approval. Shares represented by such "broker non-votes" will be counted to
determine whether there is a quorum.

WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?

ELECTION OF DIRECTORS. The affirmative vote of a plurality of the votes
cast at the annual meeting is required to elect directors. A properly executed
proxy marked "WITHHOLD AUTHORITY" with respect to the election of one or more
directors will not be voted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether there is a
quorum. "Broker non-votes" are not included in the tabulation of the vote
concerning the election of our directors and, therefore, do not have the effect
of votes in opposition to that election. Cumulative voting in the election of
our directors is not provided for by our Bylaws. Proxies cannot be voted for a
greater number of persons than the number of nominees named in this proxy
statement.

OTHER MATTERS. The affirmative vote of the holders of a majority of the
shares present and entitled to vote, whether in person or by proxy, at the
annual meeting is required to approve the proposed amendment to Financial
Intranet's Restated Articles of Incorporation, the Amended and Restated Bylaws,
and the Financial Intranet, Inc. 2001 Stock Option Plan. A properly executed
proxy marked "ABSTAIN" with respect to any of these proposals will not be voted,
although it will be counted to determine whether there is a quorum. Accordingly,
an abstention will have the effect of a negative vote. "Broker non-votes" are
not included in the

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tabulation of the vote concerning these matters and, therefore, do not have the
effect of votes in opposition to such appointment and approval.

HOW WILL VOTES BE TABULATED?

The election inspectors appointed for the annual meeting will tabulate the
votes cast in person or by proxy at the annual meeting and will determine
whether or not a quorum is present. The election inspectors will treat
abstentions as shares that are present and entitled to vote to determine the
presence of a quorum but as unvoted to determine the approval of any matter
submitted to the stockholders for a vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter but will be counted for purposes of
determining the presence of a quorum.

WHAT ARE OUR BOARD OF DIRECTORS' RECOMMENDATIONS?

Unless you give other instructions on your proxy card, the persons named
above will vote in accordance with the recommendations of our board of
directors. Our board of directors recommendations are set forth together with
the description of each item in this proxy statement. In summary, our board of
directors recommends a vote:

- for the proposed amendments to Financial Intranet's Restated Articles of
Incorporation;

- for the approval of the proposed Amended and Restated Bylaws of Financial
Intranet, Inc.;

- for the election of the three nominated directors, each for a term of one
year; and

- for the approval of the Financial Intranet, Inc. 2001 Stock Option Plan.

With respect to any other matter that properly comes before the annual
meeting, the proxy holders will vote in their own discretion.

DOES FINANCIAL INTRANET HAVE ANY STANDING COMMITTEES OF ITS BOARD OF
DIRECTORS?

Yes. We currently have a standing audit committee that recommends the
appointment of independent public accountants to conduct audits, reviews the
plan and results of an auditing engagement and reviews our internal auditing
procedures. Joseph Engelberger and Steve Weller are members of the audit
committee. The audit committee met informally several times during the past
fiscal year. We also have a compensation committee that sets the compensation
for our directors and officers and administers our stock option plans. Michael
Sheppard, Joseph Engelberger and Steve Weller are all members of the
compensation committee and have met informally a few times during the past
fiscal year. We do not have a nominating committee as our board of directors
nominates candidates to stand for election as directors.

WHO IS PAYING THE COST FOR THIS PROXY SOLICITATION AND HOW IS THE
SOLICITATION PROCESS CONDUCTED?

We will pay the expense of this proxy solicitation. We do not anticipate
that the costs and expenses incurred in connection with this proxy solicitation
will exceed those normally expended for a proxy solicitation relating to the
matters to be voted on in this annual meeting. We will, upon request, reimburse
brokers, banks and similar organizations for out-of-pocket and reasonable
clerical expenses incurred in forwarding proxy material to their principals.

In addition to the solicitation of proxies by use of the mails,
solicitation also may be made by telephone, telegraph or personal interview by
our directors, officers and regular employees, none of whom will receive
additional compensation for any such solicitation.

DO I HAVE DISSENTER'S RIGHTS?

No. The taking of the actions proposed at the annual meeting will not
entitle any stockholder to dissent and demand a right of appraisal or payment
for its shares under the Nevada Revised Statutes.

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HOW DO I MAKE A STOCKHOLDER PROPOSAL AT THE NEXT ANNUAL MEETING?

Proposals of stockholders that are intended to be presented by those
stockholders at our 2002 annual meeting and are intended to be included in our
proxy materials relating to our 2002 annual meeting must be received by us at
least 120 calendar days prior to the one year anniversary of the mailing date of
this proxy statement. That date is February 27, 2002. The submitted proposals
must be in compliance with applicable laws and regulations and follow the
procedures prescribed in the Securities and Exchange Commission's Rule 14a-8 to
be considered for possible inclusion in the proxy materials.

If a stockholder wishes to present a proposal at our 2002 annual meeting
and the proposal is not intended to be included in our proxy statement relating
to that meeting, the stockholder must provide us with advance notice of the
proposal. Any stockholder proposals submitted to us after February 27, 2002,
will be considered untimely and will be subject to discretionary voting
authority by the proxy holders.

We have not been notified by any stockholder of his or her intent to
present a stockholder proposal from the floor at this year's annual meeting. The
enclosed proxy card grants the proxy holder discretionary authority to vote on
any matter properly brought before the annual meeting.

HOW DO I OBTAIN MORE INFORMATION ABOUT FINANCIAL INTRANET?

We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission. You may read and copy any of these
documents at the Commission's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further
information on the public reference room. You may also read and copy any of
these documents at either of the following Regional Offices of the Commission:
New York Regional Office, Seven World Trade Center, Suite 1300, New York, New
York 10048 and Chicago Regional Office, Northwest Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of this material may
be obtained by mail at prescribed rates from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
You may read and download the filings of Financial Intranet over the internet at
the Commission's web site at http://www.sec.gov. You may also request copies of
our filings by sending a facsimile request to Financial Intranet Investor
Relations at (203) 431-8301 or by sending a written request to c/o Financial
Intranet, Inc., 90 Grove Street, Suite 01, Ridgefield, Connecticut 06775. Our
common stock is listed on the NASDAQ Over-the-Counter Bulletin Board under the
symbol "FNIT."

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STOCK OWNERSHIP

HOW MUCH COMMON STOCK DO OUR DIRECTORS AND OUR EXECUTIVE OFFICER OWN AND
WHO ARE THE LARGEST OWNERS OF OUR COMMON STOCK?

The following table sets forth information as of May 30, 2001, regarding
our common stock that is beneficially owned, on a fully diluted basis, by:

- each of our current directors and director nominees;

- all of our current directors and our executive officer as a group; and

- each person or entity that beneficially owns, directly or together with
affiliates, more than 5% of our common stock. The 5% threshold is based
on information available to us and based upon a review of statements
filed with the Securities and Exchange Commission pursuant to the
Securities Act.

Please note that the following table reflects that on April 2, 2001, we
effected a 35 to 1 reverse split whereby the number of shares of our common
stock outstanding immediately before the reverse split were converted into a
number of "new" shares of common stock equal to the quotient of 1 divided by 35.

We believe each person or entity listed has sole voting and investment
power over the shares beneficially owned by them. Each person's address is c/o
Financial Intranet, Inc., 90 Grove Street, Suite 01, Ridgefield, Connecticut
06877.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

[Enlarge/Download Table]

AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF CLASS
NAME OF BENEFICIAL OWNER POSITIONS HELD OWNERSHIP OWNERSHIP
-----------------------------------------------------------------------------------------------------

Michael Sheppard President, Chief Executive 163,080 1.1%
Officer and Director
Steven Weller Director 286 0%
Joseph Engelberger Director 286 0%
Garth, LLC Stockholder 1,112,348 8.9%
Southshore Capital Fund, Ltd. Stockholder 926,441 7.45%
Greenfield Investment
Consultants, LLC Stockholder 3,646,120 29.3%
The Four Life Trust Stockholder 3,459,243 27.8%
The Rearden Trust Stockholder 710,735 5.71%
All executive officers and
directors as a group (3
people) 142,831 1.1%

The percentage of class ownership column is based on 12,433,240 shares of
common stock outstanding. As mentioned above, this number is based on the
effects of the 35 to 1 reverse split. This number also reflects the number of
shares of our common stock issuable upon the exercise or conversion of options
and warrants exercisable on or within 60 days of May 30, 2001.

Mr. Sheppard's shares include options to purchase 63,753 shares at an
exercise price of $6.65 per share and 91,349 shares at an exercise price of $.35
per share.

Mr. Weller's shares include options to purchase 286 shares at an exercise
price of $21.00 per share.

Mr. Engelberger's shares include options to purchase 286 shares at an
exercise price of $25.38 per share.

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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

HOW IS THE COMPENSATION DETERMINED FOR OUR EXECUTIVE OFFICERS?

Our compensation committee determines the compensation of our executive
officers based on the following philosophy and criteria. Our executive
compensation and benefit programs are designed to attract and retain the best
people available in the industry and to provide incentives for those senior
members of management who bear responsibility for our goals and achievements.
These programs are also intended to recognize corporate, business unit,
individual and team performance through the use of incentives, including
equity-based incentives, that reward for the creation of stockholder value and
the achievement of key financial, strategic, individual, and team objectives.
The key components of our compensation and benefit programs are a base salary
and a stock incentive plan.

Our board of directors relates total compensation levels for our executive
officers to the total compensation paid to similarly situated executives of
companies with which we compete for customers and executive talent. Their total
compensation is targeted to approximate the median of these companies. Yet,
because of the performance-oriented nature of our incentive program, total
compensation may at times potentially exceed market norms when our targeted
performance goals are exceeded. Likewise, total compensation may lag the market
when our performance goals are not achieved.

WHAT IS THE CURRENT SUMMARY COMPENSATION FOR OUR EXECUTIVE OFFICERS?

The following table sets forth compensation information for services
rendered to us by our chief executive officer for the last three (3) fiscal
years by our most highly compensated executive officers who served as such
during the last fiscal year. The following table indicates the dollar value of
base salaries, any draws and bonus awards, the number of stock options granted
and other compensation whether paid or deferred. With respect to the stock
options reflected in this table, please note that these figures are based on the
effects of the 35 to 1 reverse split mentioned above.

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------------------------------------------------------
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING
SALARY BONUS COMPENSATION STOCK OPTIONS
NAME AND POSITION YEAR $ $ $ AWARDS #

Michael Sheppard, 2000 173,575 -0- -0- -0- 71,429
Current director, President and 1999 143,739 -0- 77,184 63,753 -0-
Chief Executive Officer 1998 150,000 -0- -0- -0- 20,598

Corey Rinker 2000 146,073 -0- -0- -0- 71,429
Chief Financial Officer 1999 49,326 -0- -0- -0- -0-
Maura Marx 2000 118,699 -0- -0- -0- 85,714
Executive Vice President 1999 97,098 -0- 154,369 -0- -0-
1998 100,000 -0- -0- -0- 12,785
--------------------------------------------------------------------------------------------------

"Other Annual Compensation" reflects the fair market value of shares
granted for payment in lieu of cash for services rendered.

Mr. Sheppard has served as our President and director since April of 1997.

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WHAT IS OUR PHILOSOPHY BEHIND OUR GRANTING OF STOCK OPTIONS TO OUR
EXECUTIVE OFFICERS?

We believe that we will only retain executives of caliber and experience if
we offer competitive compensation packages. As we are unable currently to afford
to pay high cash salaries, our grant of options is a critical component of the
overall compensation paid to our officers. We believe it is uncompetitive and a
disincentive to set the exercise price of options at unreasonable premiums over
the market price of the shares on the date of grant. Similarly, we believe a
decline in the price of the shares over a period when both our business
operations and prospects are improving, and our executives have made significant
contributions, that is not offset by a reduction in the exercise price, is
unfair to those executives. A decline in our share price results in an effective
increase in the premium of the exercise price over the market price which
penalizes the executives, and is potentially harmful to us if the executive then
takes the view that their overall compensation package is uncompetitive. We will
continue to review the exercise prices and vesting dates of options granted to
our employees and may reprice and/or change vesting dates as we deem appropriate
based on the prevailing price of our shares and our business operations and
prospects.

HOW MANY STOCK OPTIONS WERE GRANTED IN THE LAST FISCAL YEAR TO INDIVIDUALS
WHO DURING THE PAST FISCAL YEAR SERVED AS OUR EXECUTIVE OFFICERS?

During our fiscal year ending December 31, 2000, the following stock
options were granted to the named executive officers listed below. The following
information also includes the number of shares of common stock underlying
options granted during the year, the percentage that such options represent of
all options granted to employees during the year, the exercise price and the
expiration date. Please note that these figures are based on the effects of the
35 to 1 reverse split mentioned above.

[Enlarge/Download Table]

-------------------------------------------------------------------------------------------------
Percent of Total
Number of Options Granted to
Securities Employees In Exercise or
Underlying Fiscal Year Ended Base Price
Name Options Granted December 31, 2000 Per($/Share) Expiration Date
-------------------------------------------------------------------------------------------------

Michael Sheppard 71,429 31.25% $.35 12/31/05
-------------------------------------------------------------------------------------------------
Corey Rinker 71,429 31.25% $.35 12/31/05
-------------------------------------------------------------------------------------------------
Maura Marx 85,714 37.50% $.35 12/31/05
-------------------------------------------------------------------------------------------------

HOW MANY STOCK OPTIONS DO THE INDIVIDUALS WHO SERVED AS OUR EXECUTIVE
OFFICERS DURING THE PAST FISCAL YEAR OWN AS OF DECEMBER 31, 2000?

The following table shows the number of options that our executive officers
owned, and the values of such options, as of December 31, 2000. None of the
executive officers named below exercised options or warrants during our last
fiscal year. Please note that these figures are based on the effects of the 35
to 1 reverse split mentioned above.

AGGREGATED OPTION VALUES ON DECEMBER 31, 2000

[Enlarge/Download Table]

----------------------------------------------------------------------------------------------------
Value of
Unexercised
Number of Securities In-the-Money
Underlying Unexercised Options at
Options at 12/31/00 12/31/00(1)
Name Exercisable Unexercisable Exercisable Unexercisable
----------------------------------------------------------------------------------------------------

Maura Marx 124,297 0 $90,000.00 0
----------------------------------------------------------------------------------------------------
Michael Sheppard 142,258 0 $75,000.00 0
----------------------------------------------------------------------------------------------------
Corey Rinker 121,429 0 $75,000.00 0
----------------------------------------------------------------------------------------------------

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The option values contained in the above table 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 OTCBB on December 31, 2000.

DO WE CURRENTLY HAVE ANY EMPLOYMENT AGREEMENTS WITH ANY OF OUR EXECUTIVE
OFFICERS?

Yes. Financial Intranet is party to an employment agreement with Michael
Sheppard (the "Employment Agreement"), dated as of January 1, 1998, as amended
by the Amendment to Employment Agreement dated December 15, 1998, between
ourselves and Michael Sheppard and as further amended by the Amendment to
Employment Agreement dated March 15, 1999, between ourselves and Michael
Sheppard, pursuant to which Mr. Sheppard serves as the President and Chief
Executive Officer of Financial Intranet, with overall responsibility for its
operations.

The compensation payable to Mr. Sheppard under the Employment Agreement
consists of (i) an annual base salary of $150,000 and (ii) an option, which has
vested, to acquire 63,753 shares of Financial Intranet's common stock at an
exercise price of $6.65 per share (these figures reflect the effects of the 35
to 1 reverse split), provided the option is exercised before the earlier to
occur of December 31, 2002 or 90 days after the termination of Mr. Sheppard's
employment without cause or immediately after termination with cause. This
option is not assignable. The Employment Agreement further provides that if a
"change of control" occurs, Mr. Sheppard is entitled to receive (a) a lump sum
amount equal to his annual compensation pro-rated for the remaining term of the
Employment Agreement; (b) a lump sum amount equal to twice his average annual
compensation for the prior two years preceding such event; and (c) an extension
to the exercise date for the options granted under the Employment Agreement for
a period of five years from the grant date. Upon a change of control, Mr.
Sheppard shall also be allowed to encumber, sell or transfer the options.

HAVE ANY EMPLOYMENT AGREEMENTS WITH OUR EXECUTIVE OFFICERS BEEN TERMINATED
IN THE LAST FISCAL YEAR?

Yes. Financial Intranet was a party to an employment agreement with Corey
Rinker dated August 23, 1999, pursuant to which Mr. Rinker served as Chief
Financial Officer of the Company. By letter dated December 5, 2000, Mr. Rinker
notified the Company that he considered the conversion to common stock of
certain convertible securities held by Garth LLC to constitute a "change of
control" resulting in a termination without cause under the employment
agreement. Pursuant to a subsequent Letter Agreement dated December 15, 2000,
between Mr. Rinker and the Company, Mr. Rinker agreed to waive certain cash
compensation and modify other benefits he was entitled to receive as a result of
such termination. The Letter Agreement provides for: (a) full vesting of all
unvested options in the Company previously granted, with such options being
exercisable through December 31, 2005, (b) an additional grant of 285,714
options of the Company exercisable through December 31, 2005 at an exercise
price of $.35 (these figures reflect the effects of the 35 to 1 reverse split),
(c) use of the Company's Sony laptop computer and printer used by Mr. Rinker
during his employment with the Company, and (d) indemnification by the Company
against claims against Mr. Rinker in his capacity as an officer of the Company.

Financial Intranet was also a party to an employment agreement with Maura
Marx dated September 27, 1997, as amended by the Amendment to Employment
Agreement dated December 15, 1998, between Financial Intranet and Maura Marx and
as further amended by the Amendment to Employment Agreement dated March 15,
1999, between Financial Intranet and Maura Marx, pursuant to which Ms. Marx
served as senior Vice President -- Sales and Marketing of the Company. Ms. Marx
voluntarily terminated her employment agreement pursuant to a Letter Agreement
dated July 1, 2000. The Letter Agreement provides the following voluntary
termination benefits to Ms. Marx: (a) payment of salary through September 15,
2000, (b) full vesting of all unvested options in the Company previously
granted, with such options being exercisable through December 31, 2002, (c) an
additional grant of 85,714 options of the Company exercisable through December
31, 2002, at an exercise price of $.35 (these figures reflect the effects of the
35 to 1 reverse split), (d) forgiveness of $25,000, plus accrued interest, due
to the Company, (e) use of Company's desktop computer, laptop computer and
printer used by Ms. Marx's during her employment, and (f) indemnification by the
Company against claims against Ms. Marx in her capacity as an officer of the
Company.

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HOW ARE OUR DIRECTORS COMPENSATED?

We have reimbursed our directors for expenses actually incurred in
connection with attending meetings of the board of directors and paid each of
them who is not an officer or employee of the Company $350 per meeting.
Directors who are employees or officers of the Company have not been compensated
for their services. We are unsure how directors will be compensated in the
future.

HOW MANY TIMES DID OUR BOARD OF DIRECTORS MEET DURING THIS PAST FISCAL
YEAR?

During the fiscal year ending December 31, 2000, there were three (3)
regularly scheduled meetings of our board of directors. All of our directors
participated in these meetings.

WHO ARE THE CURRENT MEMBERS OF OUR BOARD OF DIRECTORS?

As of May 30, 2001, there are three (3) members on our board of directors.
Of the three (3) current members, only Mr. Sheppard has been nominated to stand
for re-election. The three current members are as follows, and the biographical
and background information for Mr. Sheppard may be found within the section
entitled "Proposal 3:"

[Download Table]

NAME AGE POSITION

President, Chief Executive Officer and
Michael Sheppard 51 Director
Steve Weller 45 Director
Joseph Engelberger 75 Director

ARE THERE ANY OF OUR EXECUTIVE OFFICERS WHO ARE NOT MEMBERS OF OUR BOARD OF
DIRECTORS?

No.

STEVE WELLER -- DIRECTOR

Mr. Weller, age 45, became a director of Financial Intranet in November
1998. Since 1989, Mr. Weller has been the Senior Vice President of
Fujistu/Siemens Information and Communication Products LLC. He is responsible
for all sales and technical support personnel. He was previously the Vice
President of Sales for the North American Key Accounts.

JOSEPH F. ENGELBERGER -- DIRECTOR

Mr. Engelberger, age 75, became a director of Financial Intranet in August
1998. Mr. Engelberger founded Helpmate Robotics, Inc. and since 1984 has been
the Chairman and Chief Executive Officer of Helpmate Robotics, Inc. He received
B.S. and M.S. degrees from Columbia University in 1946 and 1949, respectively,
and he has authored numerous articles in the instrumentation and robotics
fields. Mr. Engelberger's honors include the Progress Award of the Society of
Manufacturing Engineers, the Leonardo da Vinci Award of the American Society of
Mechanical Engineers and the 1982 American Machinist Award. The University of
Liverpool bestowed the first McKechnie Award on Mr. Engelberger in 1983. In
1984, Mr. Engelberger was elected to the National Academy of Engineering, and he
received the Egleston Medal for distinguished engineering achievement from
Columbia University. The University of Bridgeport, Spring Garden College,
Briarwood College, Trinity College and Carnegie-Mellon University have all
granted him honorary doctorates. In January 1997, Mr. Engelberger received the
Beckman Award for pioneering and original research in the general field of
automation. Mr. Engelberger has also served on the board of directors of EDO
Corporation (NYSE:EDO). EDO Corporation supplies highly engineered products for
governments and industry worldwide.

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HAVE OUR DIRECTORS, OFFICERS AND 10% BENEFICIAL OWNERS COMPLIED WITH THE
BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS OF SECTION 16(a)?

Section 16(a) of the Securities and Exchange Act requires our officers,
directors and persons beneficially owning more than 10% of a registered class of
our equity securities to file reports of beneficial ownership and changes in
beneficial ownership with the Securities and Exchange Commission. Our officers,
directors and greater than 10% beneficial owners are also required to furnish us
with copies of these reports. Based solely on our review of the copies of these
reports received by us or written representations from the reporting persons
that no Annual Statement of Beneficial Ownership of Securities on Form 5 were
required for those persons, we believe that during our fiscal year 2000, all
filing requirements applicable to our officers, directors and greater than 10%
beneficial owners were filed in a timely manner.

WHO ARE OUR CURRENT INDEPENDENT ACCOUNTANTS?

Feldman, Sherb & Co. P.C. were our independent accountants for our 2000
fiscal year and will continue to serve as our independent accountants.
Representatives of Feldman, Sherb & Co. are not expected to be present at the
annual meeting and will not be available to respond to questions but will be
available to answer questions by telephone.

In conjunction with the Company's reorganization of its operations, the
board of directors approved on November 15, 2000, the dismissal of the Company's
former independent accountants, Richard A. Eisner & Company, LLP and engaged
Feldman, Sherb and Company, P.C. as the Company's independent accountants.
During the Company's last fiscal year there were no disagreements between the
Company and its former independent accountants on any matters related to
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of the former
independent accountants, would have caused them to make reference to the subject
matter of the disagreement in their report.

When issued, the former independent accountants qualified their report on
the Company's financial statements for the year ended December 31, 1999, with
respect to an explanatory paragraph describing a going concern issue. Such
report, however, did not contain any adverse opinion or disclaimer of opinion
nor was it modified as to audit scope, accounting principles or any other
uncertainties.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a summary of certain relationships and related
transactions among us, our subsidiaries and our directors, executive officers
and greater than 5% stockholders during our past two fiscal years. Unless
otherwise stated, all references to our common stock are based on post reverse
split numbers.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 8, 1999, Financial Intranet issued a 7% convertible promissory
note in the principal amount of $600,000. The principal amount of $240,000 was
payable on demand on March 10, 1999, and the principal amount of $360,000 was
payable on demand on May 9, 1999. The promissory note was convertible into
common stock at a conversion price equal to the lesser of:

75% of the average of the five lowest closing bid prices of common stock
during the 30 trading days ending on the trading day immediately preceding the
conversion date, or $14 per share. Mr. Ben Stein personally guaranteed Financial
Intranet's obligations under the convertible promissory note in the principal
amount of $600,000 issued in February 1999 and pledged 42,857 restricted shares
of common stock as collateral security for such obligations. The lender received
17,143 of the pledged shares in March 1999 in satisfaction of payment of the
principal amount of $240,000 and 25,714 of the pledged shares in May 1999 in
satisfaction of payment of the principal amount of $360,000 based on a
conversion price of $14 per share. Financial Intranet issued 42,857 shares of
common stock to Mr. Stein in May 1999 to replace the pledged shares.

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On March 3, 1999, Mr. Stein applied $167,140 owed to him by Financial
Intranet in lieu of cash payment to purchase 25,134 shares of common stock under
options with an exercise price of $6.65 per share. The $167,140 owed to Mr.
Stein consisted of $109,500 in accrued compensation from 1998 and two promissory
notes in the principal amount of $56,889 and all accrued interest.

Messrs. Stein and Sheppard and Ms. Marx personally guaranteed Financial
Intranet's obligations under the convertible promissory note issued in July 1999
in the principal amount of $500,000. Mr. Stein pledged 26,415 restricted shares
of common stock, Mr. Sheppard pledged 2,747 restricted shares of common stock
and Ms. Marx pledged 2,910 restricted shares of common stock as collateral
security for such obligations. In January 2000, the pledged stock was released
upon conversion of the principal amount of the note and all accrued interest.

The Company also granted Messrs. Stein and Sheppard and Ms. Marx 5,640,
5,881 and 5,955 shares of stock, respectively, in January 1999 for services
rendered. During the year 2000, Mr. Sheppard received an option for 9,134 shares
at a price of $.35 per share for waiving 63,753 options granted during a funding
in 2000 and for selling a portion of his shares of Financial Intranet common
stock to fund the Company in 1999 and 2000. Mr. Sheppard has not exercised any
of his options to acquire any shares of common stock. In January 1999, the
Company granted Mr. Sheppard an additional 5,881 shares of stock in replacement
of those shares he sold in 1998 to fund the Company. The Company also loaned Mr.
Sheppard $46,000 to pay a tax indebtedness for 1999 for the stock he sold to
fund Financial Intranet. The Company then forgave this loan.

Beginning January 12, 2000, Financial Intranet entered into a series of
private financings totaling $1,215,000 with Garth LLC ("Garth"). The Company
issued convertible promissory notes to Garth on January 12, 2000, January 22,
2000, February 7, 2000, May 20, 2000 and October 30, 2000, in the principal
amounts of $150,000, $75,000, $200,000, $600,000 and $190,000, respectively,
with each note bearing interest at 8% per annum. On November 1, 2000, Garth
exercised its right to convert the promissory notes issued on January 12, 2000,
February 7, 2000, May 20, 2000, and October 30, 2000, in the aggregate principal
amount of $1,114,000, plus accrued interest, according to their respective
terms. The Company paid these notes in full with interest on such date by the
issuance of 91,566 restricted shares, 121,451 restricted shares, 356,474
restricted shares and 542,857 restricted shares of common stock, respectively,
to Garth. The principle amount of $75,000 of the convertible promissory note
issued on January 22, 2000, remains outstanding and is due and payable on August
31, 2001, unless Garth exercises its right to convert such note into shares of
the Company's common stock as provided in the note.

On January 22, 2001, we issued an unsecured 8% convertible promissory note
in the principle amount of $75,000 due on August 31, 2001, and on April 2, 2001,
we issued an unsecured 8% convertible promissory note in the principle amount of
$20,000 due also on August 31, 2001. On April 2, 2001, we changed our OTCBB
symbol to "FNIT."

Mr. Sheppard is currently a defendant in a lawsuit H&H Acquisition
Corporation ("H&H") filed on July 23, 1998, in the United States District Court,
Southern District of New York. In this lawsuit, H&H claims that Mr. Stein
wrongfully took ownership of Financial Intranet stock that belongs to H&H and
that Mr. Sheppard and Ms. Marx assisted Mr. Stein in converting H&H's stock, and
thereby defrauded H&H.

H&H also claims that Financial Intranet and its former transfer agent
transferred shares belonging to H&H to a third party. Financial Intranet, Mr.
Sheppard, and Ms. Marx have all filed responses denying H&H's material
allegations. Discovery is currently in its early stages, and we cannot at this
time make any assurances regarding the outcome of this litigation.

CHANGE OF CONTROL

HAS THERE BEEN A CHANGE IN CONTROL OF FINANCIAL INTRANET SINCE THE
BEGINNING OF OUR LAST FISCAL YEAR?

Yes. On April 5, 2001, Financial Intranet acquired all the outstanding
capital stock of Technest.com, Inc., a Delaware corporation ("Technest"),
pursuant to an Agreement and Plan of Reorganization, dated March 21, 2001, among
Financial Intranet, Technest and the stockholders of Technest (the
11

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"Agreement"). Under the terms of the Agreement, the stockholders of Technest
will receive a total of 33,450,000 shares of our common stock (this figure
reflects the effect of the 35 to 1 reverse split), which is equivalent to 90% of
the total number of our shares of common stock outstanding, in exchange for all
the outstanding shares of Technest common stock they delivered to Financial
Intranet.

As mentioned previously, on March 19, 2001, our board of directors approved
a 35 to 1 reverse split of our common stock in accordance with Chapter 78 of the
Nevada Revised Statutes, and we effected this reverse split by filing a
Certificate of Change with the Secretary of State of the State of Nevada on
March 30, 2001. This reverse split did not affect any stockholder's
proportionate equity interest in Financial Intranet, and the par value of the
common stock remained at $.001 per share.

After this reverse split took place on April 2, 2001, we had only
10,000,000 shares of common stock available to deliver to Technest's
stockholders. To complete this transaction, on May 21, 2001, our board of
directors unanimously approved, and recommended to our stockholders, an
amendment to our Restated Articles of Incorporation to increase the number of
our authorized shares of all classes of capital stock to 500,000,000 of which
495,000,000 shall be designated common stock and 5,000,000 shall be designated
preferred stock. Upon the effectiveness of this amendment, we will be able to
deliver the remaining 23,450,000 shares of our common stock that we owe the
Technest stockholders under the Agreement. If the stockholders approve this
amendment, upon the closing of this transaction, the aggregate number of
Financial Intranet shares of common stock outstanding will be 37,735,714.

Technest is an Internet technology company that invests in development
stage companies with promising technology designed for commercial applications.
Technest furnishes such companies with seed capital and provides them access to
professional business services and additional support, including necessary
financing, as they develop and deliver their products to market. Upon the
closing of this transaction, Technest will become a wholly-owned subsidiary of
Financial Intranet. By virtue of the Technest acquisition, Financial Intranet
became an investment company governed by the Investment Company Act of 1940 and,
on April 5, 2001, we filed with the Securities and Exchange Commission our
election to be deemed a "business development company" under the Investment
Company Act of 1940.

For more information with respect to the terms of the acquisition of
Technest, we reference the Agreement.

PROPOSAL 1

AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION

BACKGROUND

On May 21, 2001, the board of directors unanimously approved, and
recommended to the stockholders for approval, an amendment to Financial
Intranet's Restated Articles of Incorporation to (1) 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, will be common stock and 5,000,000
shares, $.001 par value, will be preferred stock, (2) limit the personal
liability of the Company's directors and officers, (3) elect that Financial
Intranet shall not be governed by Nevada's Control Share and Business
Combination statutes, Nev. Rev. Stat. sec.sec. 78.378 to 78.3793, inclusive, and
Nev. Rev. Stat. sec.sec. 78.411 to 78.444, inclusive, and (4) change the name of
the Company from "Financial Intranet, Inc." to "Technest Holdings, Inc.," in
substantially the form of the Certificate of Amendment to Articles of
Incorporation of Financial Intranet, Inc. attached hereto as Exhibit "A" (the
"Certificate of Change").

WHY DOES THE BOARD OF DIRECTORS RECOMMEND THAT THE STOCKHOLDERS APPROVE THE
AMENDMENTS CONTAINED IN THE CERTIFICATE OF CHANGE?

INCREASE OF THE AUTHORIZED SHARES OF CAPITAL STOCK OF THE COMPANY

After the reverse split that took effect on April 2, 2001, we had only
14,285,714 shares of authorized common stock. On April 5, 2001, we delivered
10,000,000 of those shares to the Technest stockholders in

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accordance with the Agreement, and as of May 30, 2001, 12,433,240 shares of
common stock are outstanding, and 339,466 shares of common stock are held in
treasury.

In Section 6.12 of the Agreement, the Company agreed to submit to its
stockholders for approval an amendment to its Restated Articles of Incorporation
to increase the number of its authorized shares so as to permit the issuance of
the remaining 23,450,000 shares of our common stock that we owe the Technest
stockholders -- and thereby close this transaction. The acquisition of Technest
pursuant to the Agreement will allow us to achieve our goal of acquiring new and
innovative companies to enhance our future profitability. This acquisition will
allow us to take full advantage of the marketplace to invest in valuable
portfolio companies, and it is a key element of our plan to achieve long term
growth. The board of directors thus believes it is in the best interests of the
Company and its stockholders to increase the number of its authorized shares,
among other reasons, in order to comply with the Agreement. A failure to fulfill
the terms of the Agreement, and the ensuing failure to close this transaction,
could have an adverse material effect on the Company.

In addition, the increase in authorized shares of all classes of capital
stock will allow for the continued equity financing of the Company, particularly
as the Company will be able to attract investors by offering issuance of
preferred stock with rights and preferences attractive to investors. The
issuance of additional common stock will also allow for employee compensation
through grants of equity interests in the Company and will allow the Company to
issue stock in connection with other beneficial, growth enhancing, strategic
relationships.

The newly authorized shares, however, will be issuable at any time by
action of the board of directors, without further authorization from our
stockholders and such shares will be issued at such consideration as the board
of directors determines (except as otherwise required by applicable law or rules
and regulations to which the Company may be subject). The holders of our common
or preferred stock will have no preemptive rights to acquire or subscribe to any

Technest Holdings Inc · PRE 14A · For 6/28/01

Filed On 5/30/01 3:28pm ET · SEC Files 0-27023, 814-00233 · Accession Number 950129-1-501104

This Filing's "Filed As Of" Date was Corrected by the SEC on 5/27/03.

Preliminary Proxy Solicitation Material · Schedule 14AFiling Table of Contents

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Preliminary Proxy Solicitation Material · Schedule 14A
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