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Microcap & Penny Stocks : THNS - Technest Holdings (Prev. FNTN) -- Ignore unavailable to you. Want to Upgrade?

To: don roberson who wrote (11182)	2/27/1999 5:33:00 PM
From: Tom C	Respond to of 15313

Click on an item shown in the Table Of Contents to view. FINANCIAL INTRANET INC/NY Form: SB-2 Filing Date: 2/26/99 <DOCUMENT> <TYPE>SB-2 <SEQUENCE>1 <DESCRIPTION>REGISTRATION STATEMENT <TEXT> <PAGE> As filed with the Securities and Exchange Commission on February 25, 1999 Registration No. ___ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FINANCIAL INTRANET, INC. (Name of small business issuer in charter) <TABLE> <S> <C> <C> NEVADA 7375 88-0357272 ------------------------------- ---------------------------- -------------------------- (State or other jurisdiction of (Primary Standard Industrial (IRS Employer I.D. Number) incorporation or organization) Classification Code Number) </TABLE> (Address and telephone number, of registrant's principal executive offices) 410 Saw Mill River Road Ardsley NY 10502 (914) 693-5060 (Address of principal place of business or intended principal place of business) (Name, address and telephone number, of agent for service) Michael Sheppard, President c/o Financial Intranet, Inc. 410 Saw Mill River Road Ardsley NY 10502 (914) 693-5060 Please send a copy of all communications to: STEVEN W. SCHUSTER, ESQ. McLaughlin & Stern, LLP 260 Madison Avenue New York, New York 10016 (212) 448-1100 Fax (212) 448-0066 Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933 (the "Securities Act"), please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement

To: don roberson who wrote (11182)	2/27/1999 5:37:00 PM
From: Tom C	Respond to of 15313

<PAGE> for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, check the following box [ ] ------------------------------ ii <PAGE> 1. Calculation of Registration Fee <TABLE> <CAPTION> Proposed Maximum Offering Proposed Amount Price Per Maximum Amount of Title of Each Class of Security Being Unit/Share Aggregate Offering Registration Being Registered Registered (1) Price Fee <S> <C> <C> <C> <C> Shares of Common Stock $.001 par 3,000,000 $2.00 $ 6,000,000 $1,668.00 value (2) Shares of Common Stock underlying 5,258,333 $2.00 $ 10,516,666 $2,923.63 Warrants (3) (4) Shares of Common Stock (4) 92,994 $2.00 $ 185,988 $51.70 Shares of Common Stock underlying 6,975,000 $2.00 $ 13,950,000 $3,878.10 Convertible Promissory Notes (3) (4) Total Registration Fee.............................................................................. $8,521.43 </TABLE> (1) Estimated solely for the purpose of calculating the registration fee. (2) Securities being registered for sale by the Company. (3) Pursuant to Rule 416 there are also being registered such additional shares as may be issued as a result of the anti-dilution provisions of the Warrants and the Convertible Promissory Notes. (4) Securities being registered for resale only. ------------------------------ The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ----------------------------- iii <PAGE> 2. Explanatory Note This registration statement covers the primary offering of Common Stock by Financial Intranet, Inc. ("Financial Intranet") and the offering of Common Stock by certain Selling Securityholders ("Selling Securityholders"). The Company is registering under the primary prospectus ("Primary Prospectus") 3,000,000 Shares of Common Stock for sale. The Selling Securityholders are registering, under an alternate prospectus ("Alternate Prospectus") 5,258,333 shares of Common Stock underlying certain warrants, 6,975,000 shares of Common Stock underlying certain convertible promissory notes (including an additional 2,325,000 shares of Common Stock being registered with respect to certain anti-dilution provisions of such promissory notes), 55,000 shares of Common Stock previously issued and 37,994 shares of Common Stock which may be issued. The Alternate Prospectus pages, which follow the Primary Prospectus, contain certain sections which are to be combined with all of the sections contained in the Primary Prospectus, with the exceptions of the front and back cover pages and the section entitled "The Offering." Furthermore, all references contained in the Alternate Prospectus to the "Offering" shall refer to the Company's offering under the Primary Prospectus. iv <PAGE> FINANCIAL INTRANET INC. CROSS REFERENCE SHEET <TABLE> <CAPTION> Item Caption Location ---- ------- -------- <S> <C> <C> 1. Forepart of Registration Statement and Outside Front Cover Outside Front Cover Page Page of Page Prospectus 2. Inside Front and Outside Back Cover Outside Pages of Inside Front and Outside Back Prospectus Cover 3. Summary Information and Risk Factors Prospectus Summary; Risk Factors 4. Use of Proceeds Use of Proceeds 5. Determination of Offering Price Factors Plan of Distribution 6. Dilution Dilution 7. Selling Securityholders Selling Securityholders 8. Plan of Distribution Plan of Distribution 9. Legal Proceedings Business 10. Directors, Executive Officers, Promoters and Control Persons Management 11. Security Ownership of Certain Beneficial Owners and Principal Stockholders Management 12. Description of Securities Description of Securities 13. Interest of Named Experts and Counsel Legal Matters; Experts 14. Disclosure of Commission Position on Indemnification for Plan of Distribution-- Securities Act Indemnification 15. Organization Within Last Five Years Business 16. Description of Business Business; Risk Factors; Financial Statements; Selected Financial Data; Prospectus Summary; Use of Proceeds 17. Management's Discussion and Analysis Discussion and or Management's Analysis of Plan of Operation Financial Condition and Results of Operation 18. Description of Property Business-Facilities 19. Certain Relationships and Related Transactions Certain Transactions 20. Market for Common Equity and Related Matters Market for Common Equity 21. Executive Compensation Management-Executive Compensation 22. Financial Statements Financial Statements 23. Changes In and Disagreements With Accountants on Not Applicable Accounting and Financial Disclosure </TABLE> v <PAGE>

To: don roberson who wrote (11182)	2/27/1999 5:41:00 PM
From: Tom C	Respond to of 15313

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the securities and exchange commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion dated February 25, 1999 Prospectus FINANCIAL INTRANET, INC. 3,000,000 SHARES OF COMMON STOCK ($ ) per share Financial Intranet, Inc., a Nevada corporation ("Financial Intranet"), offers 3,000,000 shares of its Common Stock, par value $0.001 per share ("Common Stock" or the "Shares") on a best efforts basis. These Shares are being offered directly by Financial Intranet without any discounts or selling commissions. Therefore, if all of the Shares are sold, Financial Intranet will receive $6,000,000 less an estimated $180,000 for expenses. No minimum number of Shares must be sold. We provide broker/dealers and financial advisors with communications services and value-added services, such as customer leads, training and marketing material from mutual funds, and video teleconferencing via a private intranet. This intranet can be used by mutual funds and investment managers to provide product information to broker/dealers and financial advisors who subscribe to Financial Intranet's communications network. To invest in this stock you must be able to bear a high degree of risk, and your investment could result in a complete loss. You also must accept an immediate, substantial dilution of the book value of your Shares. To read about these issues see, "Risk Factors" which begins on Page 6 and "Dilution" which begins on Page 15. We anticipate that the public offering price will equal the average of the closing bid and asked prices per share of our Common Stock as quoted on the OTC Bulletin Board on the date prior to the commencement of the Offering under this Prospectus. As of February 24, 1999, the closing bid price per share of Common Stock was $1.23. Licensed NASD broker/dealers may also participate and receive commissions of up to 10% and a non-accountable expense allowance of 3% of the offering price on sales of Shares made by them, which will reduce the proceeds received by Financial Intranet by such amount. Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved these securities or passed upon the adequacy of the prospectus. Any representation to the contrary is a criminal offense. Selling Securityholders are offering, under an alternate prospectus ("Alternate Prospectus") 5,258,333 shares of Common Stock underlying certain warrants (which have not been exercised to date), 4,650,000 shares of Common Stock underlying certain convertible promissory notes (which have not been converted to date), 55,000 shares of Common Stock previously issued and 37,994 shares of Common Stock which may be issued to the Selling Security holders. We will receive proceeds from the exercise of the warrants issued to the Selling Securityholders but will not receive any proceeds from the sale of the shares offered by the Selling Securityholders. The Date of this Prospectus is _________, 1999 1 <PAGE> Prospectus Summary The following summarizes certain information in this Prospectus. The more detailed description elsewhere in the Prospectus governs the matters discussed in this summary. Unless otherwise specified, all information in this Prospectus assumes an offering price of $2.00. You should read the entire Prospectus carefully, including the "Risk Factors" section and the financial statements and notes thereto. The Company Financial Intranet, Inc. ("Financial Intranet") is an emerging media and communications company providing specialized services to the investment industry. Financial Intranet's headquarters are based in Ardsley, New York. Financial Intranet offers services to a number of groups in the investment industry: o For mutual funds and investment managers, Financial Intranet offers an opportunity to distribute product information and provide training to broker/dealers and other financial advisors through interactive video teleconferencing and the transmission of video-on-demand, text and digitally stored documents. Financial Intranet provides these services through state-of-the-art data transmission over a high-speed, secure intranet. Among other things, Financial Intranet's services help mutual funds manage the distribution cost of sales and marketing materials and ensure that broker/dealers have the most current information available. o For broker/dealers and financial advisors, Financial Intranet offers communications services, including voice and data transmission, at prices intended to be competitive with others in the telecommunications industry, but with value-added features, including immediate access to information about mutual funds as discussed above, video teleconferencing and leads to potential new customers who visit Financial Intranet's web site. These customer leads will be matched with suitable broker/dealers or financial advisors using Financial Intranet's data mining technology. Financial Intranet intends to expand its product offering to broker/dealers to include continuing education and license exam training material in video-on-demand format. o For prospective investors, Financial Intranet maintains a web site at www.fntn.com. The web site offers delayed quotes on securities prices, advanced charting of security performance, portfolio management tools and a searchable mutual fund database. Users who register may participate in Financial Intranet's "chat rooms" and utilize Financial Intranet's message board. Financial Intranet's revenues will come from two primary sources: o Communications services are one of the largest recurring expenses in the brokerage industry. Financial Intranet resells interstate and international voice, data and video communications services to broker\dealers and financial advisors pursuant to tariffs filed with the Federal Communications Commission. Financial Intranet resells intrastate voice, data and video communications services pursuant to tariffs filed with the various states in which it is authorized to provide such services, including California, Texas, New York, and Florida. Currently, Financial Intranet resells its communications services to approximately 20 customers which to date have generated only limited revenues. o Mutual funds and other entities selling financial products use Financial Intranet to deliver material, including video presentations, text and digitally stored documents, through a cost-effective network to broker/dealers and financial advisors who can distribute or recommend their products. Financial 2

To: don roberson who wrote (11182)	2/27/1999 5:48:00 PM
From: Tom C	Respond to of 15313

don I was going to try to post the whole thing but it is really, really long. I'm just reading it now. Here's the nub. 11M more shares. Some talk about warrents, company issueing more shares, insiders(shareholders) offering shares... Outstanding shares goes from 21,233,496 shares to 34,179,823. THE OFFERING <TABLE> <S> <C> Securities Offered: 3,000,000 shares of Common Stock, par value $.001, per share. Offering Price(1): $2.00 per share of Common Stock Securities Outstanding Prior to the Company's Offering: 21,233,496 Shares Securities Outstanding After the Company's Offering (2): 34,179,823 Shares Risk Factors and Dilution: An investment in any of the securities being offered hereby is highly speculative and involves substantial risks including the risks of limited operations, the possibility of a lack of market acceptance, a limited amount of working capital, and risks concerning the optimal use of the proceeds, including: management's broad discretion in the application of proceeds, the Company's dependence upon a key individual and the possible need for additional financing and competition. An investment will also involve immediate and substantial dilution. Investors should carefully consider the matters set forth under the captions "Risk Factors" and "Dilution." Use of Proceeds: The Company will receive the net proceeds of its offer and sale of the Common Stock of approximately $5,820,000 and intends to use the net proceeds approximately as follows: research and development, marketing and sales, deposits with telecom carriers, expand network architecture, capital expenditures and working capital. See "Use of Proceeds." OTC Bulletin Board Symbol: FNTN </TABLE>