UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
000-27023
CUSIP NUMBER
878379106
(Check One) |X|Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K
|_|Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: December 31, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________
READ INSTRUCTIONS (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
N/A
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PART I - REGISTRANT INFORMATION
Technest Holdings, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
90 Grove Street
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Address of Principal Executive Office (STREET AND NUMBER)
Ridgefield, CT 06877
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|X| (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 10-KSB, Form 20-F, Form 11-K or Form
N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, Form 10-QSB, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due
date; and
|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, Form
20-F, Form 11-K, Form 10-Q and Form 10-QSB, Form N-SAR, or the transition report
or portion thereof, could not be filed within the prescribed time period.
(ATTACH EXTRA SHEETS IF
NEEDED)
The Registrant has been unable to compile all of the information to be
included in the Registrant's Form 10-KSB for the fiscal year ended
December 31, 2004.
This delay results principally from the significant demands on the
Registrant's management in recent months, including those resulting
from:
o the Registrant's acquisition of Genex Technologies, Inc., on
February 14, 2005; and
o the acquisition of the Registrant by Markland Technologies,
Inc., on February 14, 2005, and resulting changes in
personnel, including the entire management function.
Due to the reasons described above, the Registrant could not have
timely filed its Form 10-KSB for the fiscal year ended December 31,
2004 without unreasonable effort or expense. This Form 10-KSB will be
filed no later than the fifteenth calendar day following the prescribed
due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gino Pereira 203 894-9700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
___________________________________________________________________________
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? |_|Yes |X| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Technest Holdings, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 2005 By: /s/ Gino Pereira.
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Gino Pereira, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.