Filed pursuant to Rule 424(b)(3)
                                                         File No. 333-333-120390

PROSPECTUS

                        35,193,346 SHARES OF COMMON STOCK

                           MARKLAND TECHNOLOGIES, INC.
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         This prospectus relates to the resale, from time to time, of up to
35,193,346 shares of our common stock by the stockholders referred to throughout
this prospectus as "selling stockholders" including:

o        3,396,529 shares of our common stock which are currently outstanding;

o        24,000,000 shares of our common stock which are issuable upon the
         exercise of warrants and conversion of notes issued on September 21,
         2004, or which may become issuable as a result of adjustments
         contemplated by the terms of the notes and warrants;

o        7,593,751 shares of our common stock which are issuable upon the
         exercise of warrants and conversion of notes issued on November 9,
         2004, or which may become issuable as a result of adjustments
         contemplated by the terms of the notes and warrants;

o        151,825 shares of our common stock which may be issued as liquidated
         damages as contemplated by a Registration Rights Agreement dated
         September 21, 2004; and

o        51,241 shares of our common stock which may be issued as liquidated
         damages as contemplated by a Securities Purchase Agreement dated
         November 9, 2004.

         The selling stockholders may sell the common stock being offered
pursuant to this prospectus from time to time (directly or through agents or
dealers) on terms to be determined at the time of sale. The prices at which the
selling stockholders may sell their shares may be determined by the prevailing
market price for the shares or in negotiated transactions.

         The selling stockholders will receive all of the proceeds from the
sales made under this prospectus. Accordingly, we will receive no part of the
proceeds from sales made under this prospectus. We are paying the expenses
incurred in registering the shares, but all selling and other expenses incurred
by the selling stockholders will be borne by the selling stockholders.

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         Our common stock is quoted on the OTC Bulletin Board by the National
Association of Securities Dealers, Inc. under the symbol "MRKL.OB." On November
30, 2004, the last reported sale price of our common stock on the OTC Bulletin
Board was $0.64 per share.

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          INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
            SEE RISK FACTORS BEGINNING ON PAGE 9 OF THIS PROSPECTUS.

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         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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                The date of this prospectus is December 2, 2004

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