SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TARINI ROBERT

(Last)

(First)

(Middle)

PO BOX 1490

(Street)

COVENTRY

02816

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARKLAND TECHNOLOGIES INC [ MKLD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2005

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2005	02/17/2005	S		34,000	D	$0.625	7,001,561	D
Common Stock	02/17/2005	02/17/2005	S		35,000	D	$0.631	6,966,561	D
Common Stock	02/17/2005	02/17/2005	S		5,000	D	$0.632	6,961,561	D
Common Stock	02/17/2005	02/17/2005	S		26,000	D	$0.635	6,935,561	D
Common Stock	02/17/2005	02/17/2005	S		35,000	D	$0.64	6,900,561	D
Common Stock	02/17/2005	02/17/2005	S		15,000	D	$0.641	6,885,651	D
Common Stock	02/18/2005	02/18/2005	S		17,500	D	$0.605	6,868,061	D
Common Stock	02/18/2005	02/18/2005	S		23,500	D	$0.61	6,844,561	D
Common Stock	02/18/2005	02/18/2005	S		16,000	D	$0.6125	6,828,561	D
Common Stock	02/18/2005	02/18/2005	S		62,000	D	$0.615	6,766,561	D
Common Stock	02/18/2005	02/18/2005	S		25,000	D	$0.62	6,741,561	D
Common Stock	02/18/2005	02/18/2005	S		6,000	D	$0.625	6,715,561	D
Common Stock								136,000	I	See Note⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Technest Holdings, Inc. Series B Convertible Preferred Stock⁽¹⁾⁽²⁾	⁽¹⁾							⁽¹⁾⁽⁴⁾	⁽⁵⁾	Common Stock	143,678		149,425	I	See Note⁽⁴⁾

Explanation of Responses:

1. Shares of Series B Preferred Stock, $.001 par vale per share of Technest Holdings, Inc., a subsidiary of Markland Technologies, Inc. The Series B Preferred Stock will be convertible into Markland common stock upon the earlier to occur of (a) February 14, 2006 or (b) a date which is the first trading day after the date on which Markland common stock has a closing bid price of $2.50 or more for five consecutive trading days. The number of shares to be issued will be determined by dividing the quotient of (a) $5,000,000 divided by the lower of (i) $0.60 and (ii) the market price (as defined in the Merger Agreement) by (b) 1,149,425. Market Price means the average closing bid for the 20 previous trading days.

2. Upon conversion, the aggregate number of Markland common shares held by the holders of Series B Preferred Stock and its affiliates may not exceed 4.999% of the outstanding shares of Markland common stock. The holder may demand a waiver of this limitation but such waiver will not be effective for 65 days after the request, is limited to the holder itself and only allows the holder to hold up to 9.999% of the outstanding Markland common stock. Shares of the Series B Preferred Stock have a liquidation preference of $2.175 per share, may only vote on changes to the rights, privileges and priority of the Series B Preferred Stock, do not accrue dividends, are not redeemable and are convertible into Markland common stock

3. Shares owned by SyQwest, Inc., a Rhode Island corporation. The Reporting Person may be deemed to be the beneficial owner of the shares of SyQwest, Inc., being that he holds 40% of the currently outstanding stock of SyQwest, Inc.

4. Shares owned by ipPartners, Inc., a Rhode Island corporation. The Reporting Person may be deemed to be the beneficial owner of the shares of ipPartners, Inc., being that he is a majority stockholder of ipPartners, Inc.

5. Not applicable.

Remarks:

	/s/ Robert Tanini	02/22/2005
	** 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 4 (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.
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