-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D4oog5fxmogA2g1qFUHmdtCv/QPJQ4hP9HGauUurIZz4MSKIfNww/pCuf4Ho0T12 ZrivkGNKq8TXKdgQwDUFSg== 0001005477-01-003145.txt : 20010514 0001005477-01-003145.hdr.sgml : 20010514 ACCESSION NUMBER: 0001005477-01-003145 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL INTRANET INC/NY CENTRAL INDEX KEY: 0001077800 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 880357272 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-59983 FILM NUMBER: 1629836 BUSINESS ADDRESS: STREET 1: 90 GROVE ST STREET 2: STE 1 CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: 2034318300 MAIL ADDRESS: STREET 1: 90 GROVE ST STREET 2: STE 1 CITY: RIDGEFIELD STATE: CT ZIP: 06877 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENFIELD INVESTMENT CONSULTANTS LLC CENTRAL INDEX KEY: 0001140015 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 90 GROVE ST. CITY: RIDGEFIELD STATE: CT ZIP: 06877 MAIL ADDRESS: STREET 1: 90 GROVE ST CITY: RIDGEFIELD STATE: CT ZIP: 06877 SC 13D 1 0001.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __)(1) FINANCIAL INTRANET, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 317604 - -------------------------------------------------------------------------------- (CUSIP Number) JOHN M. MANN, C/O MAYER, BROWN & PLATT 700 LOUISIANA, SUITE 3600, HOUSTON, TX. 77002 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 5, 2001 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 CUSIP NO.317604 SCHEDULE 13D Page 2 of 4 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GREENFIELD INVESTMENT CONSULTANTS LLC ("Reporting Entity") EIN No. 52-2181258 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Reporting Entity: Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER SEE ITEM 5 BELOW Reporting Entity: 3,646,120 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON SEE ITEM 5 BELOW WITH Reporting Entity: 3,646,120 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 BELOW Reporting Entity: 3,646,120 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting Entity: 29.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* Reporting Entity: CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 ITEM 1. Security and Issuer Common Stock, $.001 par value FINANCIAL INTRANET, INC. ITEM 2. Identity and background: 1. Reporting Entity a. GREENFIELD INVESTMENT CONSULTANTS LLC b. 90 Grove Street Ridgefield, CT 06877 c. Principal Business: Investment Holdings d. None e. None Name of Executive Officers and Principal Members of Reporting Entity a. Stephen Hicks b. 90 Grove Street Ridgefield CT 06877 c. Secretary d. None e. None f. Canada a. Daniel Pickett b. 90 Grove Street Ridgefield CT 06877 c. President d. None e. None f. United States ITEM 3. Source and Amount of Funds or Other Consideration Pursuant to the terms of the Agreement and Plan of Reorganization dated March 21, 2001 among Technest.com, Inc. ("Technest"), Financial Intranet, Inc. ("Issuer"), and the Stockholders (the "Agreement"), shares of common stock of Technest, held by the Stockholders were exchanged for shares of the Issuer. The Reporting Entity received 3,646,120 shares of the Issuer's common stock, equating to approximately 29.3% of the Issuer's outstanding shares (after the issuance of all shares pursuant to the Agreement). ITEM 4. Purpose of Transaction The Reporting Entity acquired the shares of common stock of the Issuer pursuant to the Agreement described above and incorporated by reference from the Issuer's Current Report on Form 8-K filed on April 19, 2001. ITEM 5. Interest in Securities of Issuer All of the information given below is as of April 5, 2001. Percentages are based on 12,433,240 shares of Common Stock outstanding as of April 5, 2001. Based on such information, the Reporting Entity directly owns and has sole power to vote 3,646,120 shares of Issuer which represents 29.3% of the currently outstanding common stock of the Issuer, after giving effect to the issuance of the shares to the Reporting Entity in this transaction. Page 3 Neither the Reporting Entity nor any of the other persons named above has sold any shares of Common Stock of the Issuer. The Reporting Entity disclaims any beneficial interest or voting rights in the shares of common stock of the Issuer held by or issuable upon the exercise of any conversion or other rights held by any other holder of such shares of rights. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None ITEM 7. Material to be filed as Exhibits 1.1 Agreement and Plan of Reorganization dated March 21, 2001 among Technest.com, Inc., Financial Intranet, Inc., and the Stockholders incorporated by reference from the Issuer's Current Report on Form 8-K filed on March 21, 2001. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 24, 2001 GREENFIELD INVESTMENT CONSULTANTS LLC - ----------------------- [Date] By: /s/ Daniel Pickett ----------------------------------- Title: President -------------------------------- The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name of any title of each person who signs the statement shall be typed or printed beneath his signature. Page 4 -----END PRIVACY-ENHANCED MESSAGE-----