SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HICKS STEPHEN M

(Last)

(First)

(Middle)

90 GROVE STREET

(Street)

RIDGEFIELD

06877

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2008

3. Issuer Name and Ticker or Trading Symbol
TECHNEST HOLDINGS INC [ TCNH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.001 per share	15,050,339	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Explanation of response: Reporting Person does not beneficially own any securities of issuer in his personal capacity. Reporting Person is the control person of Southridge Capital Management LLC ("Southridge"), which acts as the general partner to Southridge Partners L.P, and acts as the investment advisor or sub-advisor to each of Southshore Capital Fund Ltd., a Cayman Island corporation, ("Southshore"), Aberdeen Avenue LLC, a Cayman Island limited liability company ("Aberdeen"), and Garth LLC, a Cayman Island limited liability company ("Garth"). Southridge is also affiliated through common ownership with Southridge Investment Group LLC, a Delaware limited liability company ("SIG"). (Continued in footnote 2)

2. Southridge Partners is the beneficial owner of an aggregate of 11,363,850 shares of Issuer's Common Stock, which number includes 11,019,023 shares of Common Stock, and 344,827 shares of the Issuer's Series C Preferred Stock, convertible subject to certain restrictions into 344,827 shares of the Issuer's Common Stock. Southshore is the beneficial owner of an aggregate of 1,065,660 shares of Issuer's Common Stock, which number includes 971,144 shares of Common Stock, 57,467 shares of the Issuer's Series C Preferred Stock, convertible subject to certain restrictions into 57,467 shares of the Issuer's Common Stock, and 111.81 shares of Series G Preferred Stock issued by Markland Technologies Inc., convertible subject to certain restrictions into 37,049 shares of the Issuer's Common Stock. (Continued in footnote 3)

3. Aberdeen is the beneficial owner of an aggregate of 1,814,782 shares of Issuer's Common Stock, which number includes 1,416,101 shares of Common Stock, and 1,203.18 shares of Series G Preferred Stock issued by Markland Technologies Inc., convertible subject to certain restrictions into 398,681 shares of the Issuer's Common Stock. Garth is the beneficial owner of 64.631 shares of the Issuer's Series A Preferred Stock convertible into 306,047 shares of the Issuer's Common Stock. SIG is the beneficial owner of 500,000 shares of the Issuer's Common Stock.

	/s/ Stephen Hicks	03/18/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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