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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

MARKLAND TECHNOLOGIES INC

(Last)

(First)

(Middle)

54 DANBURY ROAD, #207

(Street)

RIDGEFIELD

06877

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2005

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

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

Director	X	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	412,650,577	D

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)
Common Stock Purchase Warrants⁽²⁾	02/14/2005	02/14/2010	Common Stock	30,341,954	$0.0307	I	See footnote⁽¹⁾
Series C Convertible Preferred Stock⁽²⁾	02/14/2005	⁽⁴⁾	Common Stock	30,341,954	⁽³⁾	I	See footnote⁽¹⁾

Explanation of Responses:

1. Shares owned by ipPartners, Inc., a Rhode Island corporation. Robert Tarini, our Chairman and Chief Executive Officer, may be deemed to be the beneficial owner of the shares of ipPartners, Inc., being that he is a majority stockholder of ipPartners, Inc. With regard to all shares owned by ipPartners and Mr. Tarini, dispositive and voting power may be deemed to be shared with Markland Technologies, Inc..

2. ipPartners purchased the warrants and Series C Preferred Stock as part of an investment unit. For each investment unit ipPartners, Inc. continues to hold on February 14, 2006, Technest will issue to the Investor a number of shares of common stock calculated in accordance with the following formula: ((Units Held on Reset Date) x [(Adjustment Price) - Combined Market Price)]) /THNS Market Price "ADJUSTMENT PRICE" shall mean $6.525 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) "COMBINED MARKET PRICE" shall mean the THNS Market Price added to the MRKL Market Price. "MRKL MARKET PRICE" shall mean the average of the closing bid prices of the Markland common stock during the period beginning ten (10) trading days prior to the reset date and ending ten (10) trading days after the reset date as reported by the OTC Bulletin Board or any similar organization or agency of national

3. 1 for 211.18

4. Not applicable

Remarks:

	/s/ Robert Tarini	02/24/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.