UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant to TOSection ~~SECTION~~ 13 ORor 15(Dd) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~June 29, ~~EXCHANGE~~2007 ~~ACT~~(June OF14, ~~1934~~2007)

Date of Report (Date of earliest event reported)~~: March 13, 2006~~

MARKLAND TECHNOLOGIES, INC.

(Exact name ~~Name~~ of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Florida	000-28863	84-1331134
(State or other jurisdiction of incorporation)	(Commission File ~~Number~~No.)	(IRS Employer Identification ~~Number~~No.)

88 Royal Little Drive, Providence, RI 02904

222 Metro Center Blvd., Warwick, RI		02886
(Address of principal executive offices)		(Zip code)

~~(Address~~Registrant’s telephone ofnumber, ~~principal~~including ~~executive~~area ~~offices)~~code: (~~Zip Code~~401) 921-5160

88Check the appropriate ~~Royal~~box ~~Little~~below ~~Drive,~~if ~~Providence,~~the ~~RI 02904~~Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (~~Mailing~~17 ~~Address~~CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~617)~~17 ~~973~~CFR 240.14a-~~5104~~12)

o Pre-commencement communications pursuant to Rule 14d-2(~~Registrant’s~~b) ~~telephone~~under ~~number,~~the ~~including~~Exchange ~~area~~Act ~~code~~(17 CFR 240.14d-2(b))

~~N/A~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(Former~~Item 1.01. Entry into ~~Name~~a orMaterial ~~Former~~Definitive ~~Address, if Changed Since Last Report)~~Agreement.

~~Check~~Item 3.02 Unregistered Sales ~~the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~Equity ~~registrant under any of the following provisions (see General Instruction A~~Securities.2. ~~below).~~

[Litigation Settlement, ~~] Written~~Securities ~~communications~~Purchase, ~~pursuant~~Relinquishment toand ~~Rule~~Exchange ~~425~~Agreement ~~under~~and Related ~~the Securities Act (17 CFR 230.425)~~Agreements

[Litigation Settlement, ~~] Soliciting~~Securities ~~material~~Purchase, ~~pursuant~~Relinquishment toand ~~Rule 14a-12 under the~~ Exchange ~~Act (17 CFR 240.14a-12)~~ Agreement

[On June 15, ~~] Pre-commencement~~2007, ~~communications~~Markland ~~pursuant~~Technologies, toInc. ~~Rule 14d-2~~(bthe “Company”) consummated an agreement under ~~the~~a ~~Exchange~~Litigation ~~Act~~Settlement, Securities Purchase, Relinquishment and Exchange Agreement (17the ~~CFR~~“Purchase ~~240~~Agreement”) and related agreements with certain of the Company’s existing stockholders, Southridge Partners LP, Southshore Capital Fund Ltd.~~14d-2~~, Brittany Capital Management, Ltd., and Aberdeen Avenue LLC (bthe “Investors”), and with Robert Tarini, the Company’s Chief Executive Officer, and Gino Pereira, the company’s Chief Financial Officer (the “Holders”) (the “Transaction”). A copy of the Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

[As part of ~~] Pre-commencement~~the ~~communications~~Transaction, ~~pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~parties ~~Act~~agreed ~~(17~~to ~~CFR~~and/or ~~240.13e-4(c))~~undertook the following:

~~Item~~(a) The Company agreed to sell to certain of the Investors, and such Investors agreed to purchase, 3,155,949 shares of common stock, $0.001 par value per share (“Common Stock”), of Technest Holdings, Inc., a Nevada corporation and a majority-owned subsidiary of the Company (“Technest”), that the Company held (the “Purchased Shares”), at a price per share of approximately $0.4753 for a total purchase price of $1,500,000 (the “Purchase Price”).01 The following table sets forth the number of shares of Technest Common Stock purchased by each Investor, and the Purchase Price it paid:

Entry Into a Material Definitive Agreement.

Investor	Number of Technest Shares	Purchase Price of Technest Shares
Southridge Partners LP	1,199,261	$570,000
Southshore Capital Fund Ltd.	788,987	$375,000
Aberdeen Avenue LLC	1,167,701	$555,000
	Total: 3,155,949	$1,500,000

~~Stockholder~~The sale of ~~Agreement~~the ~~with~~ Technest ~~Holdings~~Common Stock to the Investors was not registered under the Securities Act, ~~Inc~~but was made in reliance upon an exemption from the registration requirements of the Securities Act. In connection therewith, each of the Investors represented that it was an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act.

~~On March 13, 2006, we entered into a stockholder agreement~~ (~~the “Stockholder Agreement”~~b) ~~with~~The ~~Technest~~Holders ~~Holdings,~~agreed ~~Inc., a Nevada corporation and our majority-owned (“Technest”), in order~~ to ~~clarify~~relinquish ~~and define terms relating to (i)~~ the ~~issuance of Technest~~Company’s ~~securities,~~outstanding ~~(ii)~~Series ~~Technest’s~~F ~~corporate~~Preferred ~~governance,~~Stock ~~(iii)~~that ~~the~~each ~~listing of Technest’s securities on The NASDAQ Capital Market, (iv) registration of shares of Technest’s common stock currently~~ held ~~by Markland~~, ~~(v)~~as ~~intellectual property rights and (v) the provision by Markland of certain corporate services to Technest.~~ follows:

Pursuant to the terms of the Stockholder Agreement, Markland has agreed:

Holder	Series F Preferred Stock Relinquished
Robert Tarini	650
Gino Pereira	700
	Total: 1350

·(c) The Company and the Investors agreed to dismiss, with prejudice and without costs, the litigation captioned Aberdeen Avenue, LLC et al. v. Markland Technologies, Inc., to which they were parties, which was pending in New York state court.

~~For~~(d) The Company aand ~~period~~the ofInvestors ~~twelve~~agreed ~~months~~to ~~from~~exchange ~~the~~each Investor’s ~~date~~shares of the ~~agreement~~Company’s Series E Convertible Preferred Stock, ~~not~~$0.0001 topar ~~vote~~value ~~the~~per ~~shares~~share ~~held~~(the by“Series itE Preferred toStock”), ~~increase~~that ~~the~~it ~~size~~held, for shares of ~~Technest~~the Company’s ~~board~~newly ofissued ~~directors~~Series orG toPreferred ~~remove~~Stock, ~~any~~$0.0001 par value per share (the “Series G Preferred Stock”). The salient terms of the Series ~~directors~~G ~~currently~~Preferred Stock are outlined below under Item 5.03. The following table illustrates the number of shares of Series G Preferred Stock issued to each Investor in ~~office;~~exchange for its Series E Preferred Stock:

Investor	Series E Preferred Stock Exchanged for Series G Preferred Stock	New Series G Preferred Stock Issued in Exchange for Series E Preferred Stock
Southridge Partners LP	450.00	636.25
Southshore Capital Fund Ltd.	79.20	111.81
Aberdeen Avenue LLC	690.00	1,203.18
Brittany Capital Management Ltd.	13.00	22.67
	Total: 1,232.20	1,973.91

ToThe issuance ~~consent~~of the Series G Preferred Stock to ~~Technest’s~~the ~~participation~~Investors was not registered under the Securities Act, but was made in upreliance toupon ~~two~~the ~~offerings~~exemptions from registration requirements of ~~common~~the ~~stock~~Securities Act set forth in ~~the~~Section ~~next~~4(2) thereof ~~twelve~~and ~~months~~Rule 506 of Regulation D promulgated thereunder, ~~provided~~insofar ~~that~~as ~~Technest~~such securities ~~does~~were ~~not~~issued ~~offer~~only ~~shares~~to of“accredited ~~common~~investors” ~~stock~~within ~~under~~the ~~certain~~meaning ~~conditions~~of Rule 501 of Regulation D.

~~Pursuant~~(e) Each of the Holders agreed to relinquish certain rights entitled to him pursuant to the terms of an equity grant dated October 20, 2006, and in exchange, the ~~Stockholder~~Company ~~Agreement~~agreed to issue each Holder 375,000 shares of Technest isCommon ~~required~~Stock. ~~to:~~The terms of the equity grant was previously reported by the Company in its Current Report on Form 8-K filed with the SEC on October 24, 2006.

·(f) The Company issued shares of Technest Common Stock to the Investors as payment in full to the Investors of any liquidated damages entitled to them in connection with a registration rights agreement dated March 24, 2006 between the Company and the Investors. Under the terms of that agreement, which was previously reported by the Company in its Current Report on Form 8-K filed with the SEC on March 28, 2006, the Company was obligated to cause Technest to file a registration statement on Form SB-2 with the SEC to register the resale of the shares of Technest Common Stock underlying the Series E Preferred Stock granted to them in connection with a March 24, 2006 transaction. The following table sets forth the number of shares of Technest Common Stock issued to each Investor in payment of such liquidated damages:

refrain from issuing any shares of its common stock or securities convertible into its common stock without the consent of Markland for a period of twenty-six months, other than 1,000,000 shares to be issued under Technest’s 2006 Stock Award Plan and certain permissible offerings;

Investor		Number of Shares of Technest Common Stock
Southridge Partners LP		162,000
Southshore Capital Fund Ltd.		28,512
Aberdeen Avenue LLC		248,400
Brittany Capital Management Ltd.		4,680
		Total: 443,592

·Security Agreement

~~Maintain~~In connection with the Transaction, the Company and the Investors entered into a Security ~~board~~Agreement offor ~~directors~~the ~~consisting~~benefit of ~~five~~the ~~directors,~~Investors ~~not~~to ~~less~~grant ~~than~~to ~~three~~them a second priority security interest in 1,739,130 shares of ~~whom~~Technest ~~shall~~Common beStock (the “~~independent~~Pledged Shares”), ~~directors~~which asis ~~defined~~currently pledged to Silicon Valley Bank pursuant to the Loan and Security Agreement between Technest and Silicon Valley Bank, which was previously disclosed by the ~~National~~Company ~~Association~~in ofthe ~~Securities~~Company’s ~~Dealers;~~Current Report on Form 8-K filed with the SEC on August 18, 2006.

·Under the Security Agreement, the Company’s security interest in the Pledged Shares is currently a second lien, subordinated to the security interest of Silicon Valley Bank, and will be amended to a first priority lien after Silicon Valley Bank has relinquished its interest in the shares.

~~Comply~~A copy ~~with~~ of the ~~corporate~~Security ~~governance~~Agreement ~~requirement~~is ~~set~~attached ~~forth~~hereto inas ~~the~~Exhibit ~~National~~10.2 ~~Association~~and ofis ~~Securities~~incorporated herein ~~Dealers’~~by ~~Marketplace~~reference. ~~Rules;~~

·Escrow Arrangement

~~Submit~~In order to ansecure ~~application~~the ~~for~~conversion ~~inclusion~~rights onassociated ~~The~~with ~~NASDAQ~~the ~~Capital~~Series ~~Market~~G Preferred Stock, and ~~take~~to ~~all~~effectuate ~~such~~disbursements ~~actions~~to the Investors and third parties of the Purchase Price, the Purchased Shares, and the Pledged Shares as ~~may~~contemplated by the bePurchase ~~necessary~~Agreement, the Company deposited an aggregate of 4,155,949 shares of Technest Common Stock into an escrow account with Gersten Savage LLP, as escrow agent, and has instructed Silicon Valley Bank to cause the ~~application~~Pledged Shares to be ~~accepted;~~placed in the escrow account immediately upon its release of its security interest in the Pledged Shares. In connection therewith, the Company, the Investors and the Holders entered into an Escrow Agreement dated (the “Escrow Agreement”), with Gersten Savage LLP, as escrow agent, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

·Registration Rights

~~Make~~The Company ~~twelve~~also ~~monthly~~granted ~~payments,~~the ~~beginning~~Investors and the Holders certain registration rights with respect to the Purchased Shares (described in ~~April~~paragraph ~~2006~~(a) above), inthe shares of Technest Common Stock underlying the ~~amount~~Investors’ shares of ~~$83~~Series G Preferred Stock (described under paragraph (d) above),~~333~~ and the Holders’ shares of Technest Common Stock (described under paragraph (e) above) pursuant to a Registration ~~Markland~~Rights ~~for~~Agreement ~~certain~~(the ~~services~~“Registration Rights Agreement”), between the Company, the Investors and ~~other~~the ~~considerations~~Holders. Under this agreement, the Company is obligated to cause Technest to prepare and file a registration statement with the SEC as soon as practicable, but not later than 180 days, after receipt of a request(s) by the Investor and/or Holder holding a majority of the Registrable Securities (as defined in the Registration Rights Agreement), registering the resale of the shares of the Technest Common Stock requested to be registered. The Company is also obligated to use its best efforts to cause the Registration Statement to become effective within 270 days after it has been filed. Under the terms of the Registration Rights Agreement, the Investors and Holders are limited to two demand registration statements per year.

~~Technest also granted Markland~~ Under certain ~~registration~~circumstances, ~~rights~~including ~~pursuant~~in tothe ~~which~~event ~~Technest agreed to submit registration statements registering all or a portion~~ of ~~those~~Registration ~~shares~~Default of(as defined ~~its~~in ~~common~~the ~~stock~~Registration ~~held~~Rights ~~by Markland~~Agreement), ~~or any parties to whom Markland may transfer those shares, with~~ the ~~Securities~~Company ~~and~~will ~~Exchange~~be ~~Commission~~obligated to pay ~~for~~certain ~~public~~liquidated ~~resale. Such~~damages ~~registration statements are~~ to bethe ~~prepared~~Investors and ~~submitted from time to time upon~~ the ~~written request of Markland, with certain limitations~~Holders.

~~The~~A copy ~~above description summarizes the material terms~~ of the ~~Stockholder~~Registration Rights Agreement, ~~which~~ is ~~filed~~attached hereto as Exhibit 10.14 ~~to this Current Report on Form 8-K~~ and is incorporated herein by reference ~~herein~~. ~~For further information on the Stockholder Agreement, please refer to Exhibit 10.1.~~

~~License~~Lease Assumption Agreement with ~~Markland~~Robert ~~Technologies,~~Tarini ~~Inc.~~

OnConcurrently with ~~March~~the ~~13,~~execution ~~2006~~of the agreements described above, wethe Company and Robert Tarini entered into a ~~license~~Lease ~~agreement~~Assumption ~~with~~and ~~Technest~~Indemnification Agreement (the “~~License~~Lease Assumption Agreement”). ~~Pursuant~~ toThe ~~the~~Company ~~License~~had ~~Agreement,~~a ~~Technest~~five ~~granted~~year ~~Markland~~lease anfor ~~exclusive,~~office ~~world-wide~~and warehouse ~~license~~space toat ~~make~~222 Metro Center Blvd, ~~use~~Warwick ~~and~~RI, ~~sell~~of ~~products~~which ~~and~~approximately four ~~services~~years ~~based~~remained on ~~Technest’s~~the ~~intellectual~~lease ~~property,~~term. Pursuant to ~~parties~~the ~~other~~Lease ~~than federal~~Assumption Agreement, ~~state~~Mr. orTarini ~~local~~agreed ~~government~~to ~~agencies~~assume ~~involved~~the inCompany’s ~~intelligence,~~lease ~~military,~~agreement ~~law~~for ~~enforcement~~the remainder orof ~~homeland~~the ~~defense~~lease ~~functions. The~~term ~~license~~and ~~granted~~to byindemnify the ~~License~~Company ~~Agreement~~against ~~shall~~any beand ~~in effect until~~ all liabilities ofarising ~~Technest’s~~from ~~current~~the ~~patents~~aforementioned orlease ~~patent~~agreement, ~~applications~~and ~~have~~in consideration ~~expired~~for ~~or until~~ such ~~time~~lease asassumption ~~the~~and ~~License~~indemnification, ~~Agreement~~Mr. isTarini ~~terminated~~received $50,000 ~~pursuant~~from tothe ~~its terms~~Company.

~~Pursuant~~A copy ~~to the terms~~ of the ~~License~~Lease Assumption Agreement, ~~Markland~~ is ~~required~~attached tohereto ~~pay Technest twenty-five percent of the net gross profits,~~ as ~~defined~~Exhibit in10.5 ~~the~~and ~~License~~is incorporated ~~Agreement,~~herein ~~Markland~~by ~~realizes on any sale of any product or service utilizing the licensed intellectual property~~reference.

~~Additionally,~~Mutual Release ifand atIndemnification ~~the end of three years from the date of execution of the License~~ Agreement, ~~Markland~~with ~~has~~Robert ~~not~~Tarini ~~realized enough net gross profits to generate an aggregate $300,000 of royalties, or $150,000 in royalties on an annual basis thereafter, the license shall become non-exclusive.~~

AsConcurrently with athe ~~condition~~execution of the ~~License~~agreements described above, the Company and Robert Tarini entered into a Mutual Release and Indemnification Agreement (the “Release Agreement”), ~~Technest~~pursuant isto ~~required~~which Mr. Tarini agreed to ~~take~~resign ~~all~~his ~~steps~~positions ~~reasonably~~as ~~necessary~~an officer toand ~~maintain~~director ~~its~~of ~~current~~the ~~patents~~Company effective five business days following the closing of the Transaction. A description of the terms of Mr. Tarini’s resignation as set forth in the Release Agreement is included below under Item 5.02, and ~~prosecute~~is ~~its~~incorporated ~~current~~herein ~~patent~~by ~~applications~~reference.

~~The~~A copy ~~License Agreement provides that Markland may cancel~~ of the ~~agreement~~Release atAgreement ~~any~~is ~~time~~attached ~~upon~~hereto ~~180~~as ~~days~~Exhibit ~~notice~~10. ~~Technest~~6 ~~may cancel the License Agreement if Markland fails to make a required royalty payment~~ and ~~does~~is ~~not~~incorporated herein ~~cure~~by ~~such failure within thirty days of receiving notice of the failure or Markland violates the licensing terms of the License Agreement~~reference.

~~The~~Out of the ~~above~~proceeds ~~description~~of ~~summarizes~~ the ~~material~~Transaction, ~~terms~~among ofother disbursements, the ~~License~~Company ~~Agreement~~paid $375,000 ~~which~~to isMr. ~~filed~~Tarini, aswhich ~~Exhibit~~included ~~10.2~~the toagreed ~~this~~upon ~~Current~~amount ~~Report~~of on$325,000 ~~Form~~for back ~~8-K~~salary and isseverance, ~~incorporated~~as bydescribed ~~reference~~under ~~herein~~Item 5.02 ~~For~~below, ~~further~~and ~~information~~$50,000 in consideration onfor his assumption of the ~~License~~Company’s ~~Agreement~~lease, ~~please~~as ~~refer~~described tounder “Lease ~~Exhibit~~Assumption 10Agreement with Robert Tarini” above.2.

~~Item~~The foregoing 5summary of the transactions described above and the securities issued by the Company in connection therewith is qualified in its entirety by reference to the definitive transaction documents, copies of which are attached as exhibits to this Current Report on Form 8-K.02

Item 5.02 Departure of Directors or ~~Principal~~Certain Officers; Election of Directors; Appointment of ~~Principal~~Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of ~~Joseph~~Robert ~~P. Mackin as President and Director~~Tarini

OnUnder the terms ~~March 13, 2006, Joseph P. Mackin resigned his positions~~ of ~~President/Chief~~the ~~Operating~~Release ~~Officer~~Agreement ~~and~~entered ~~director~~into ofin ~~Markland. In~~ connection with ~~Dr.~~the ~~Mackin’s resignation~~Transaction, Robert ~~on March 13~~Tarini, ~~2006,~~the weCompany’s ~~entered~~Chief ~~into~~Executive aOfficer, ~~release~~director and ~~indemnification~~Chairman ~~agreement~~of the ~~with Dr. Mackin. Pursuant to this agreement~~Board, ~~each party~~ agreed to ~~release~~resign ~~any~~his ~~claims~~positions ~~they~~with ~~may have against~~ the ~~other party. In addition~~Company, weeffective ~~agreed~~five business todays ~~indemnify~~following ~~Dr.~~the ~~Mackin~~closing inof the ~~event~~Transaction, ~~that~~or heJune is22, ~~made~~2007, aand the ~~party~~Company toand aMr. ~~lawsuit~~Tarini oncompromised ~~account~~and ofsettled ~~his~~fully ~~having~~and ~~served~~finally asany aclaims, controversies ~~director~~ or ~~officer~~causes of ~~Technest. Dr.~~action ~~Mackin also released us from any claims~~ that he may have ~~had~~related ~~against~~to ~~us. This~~his isemployment aor the cessation ~~brief description~~ of ~~the~~his ~~release~~employment ~~and indemnification agreement~~ with ~~Dr.~~the ~~Mackin, which is filed as Exhibit 10~~Company.3 ~~to this Current Report on Form 8-K and is incorporated by reference herein. For further information on this agreement, please refer to Exhibit 10.3.~~

~~Item~~Pursuant to 9the terms of Mr.01 Tarini’s Employment Agreement dated as of May 12, 2004, as amended, he was entitled to be paid an annual salary of $300,000 and a discretionary bonus in an amount determined by the Board of Directors of the Company. A portion of these amounts was accrued and unpaid. In addition, Mr. Tarini was entitled to a series of stock grants over a four year period ending January 2, 2008 and a severance payment equal to his salary for the lesser of three years or the then-remaining term of the Employment Agreement in the event that his employment was terminated following a change of control of the Company. Under the terms of the Release Agreement, the Company and Mr. Tarini agree to settle such claims for an amount equal to $325,000 and the remaining balance was forgiven by Mr. Tarini.

~~Financial~~A copy ~~Statements~~of the Release Agreement is attached hereto as Exhibit 10.6 and ~~Exhibits~~is incorporated herein by reference.

~~(c)~~Appointment of ~~Exhibits~~Mark Allen to the Board of Directors

Exhibit No.	Description
10.1	Stockholders’ Agreement between Markland Technologies, Inc. and Technest Holdings, Inc. dated March 13, 2006.
10.2	License Agreement between Markland Technologies, Inc. and Technest Holdings, Inc. dated March 13, 2006.
10.3	Release and Indemnification Agreement between Joseph P. Mackin and Markland Technologies, Inc. dated March 13, 2006.

On June 14, 2007, the Board of Directors of the Company appointed Mark Allen to the Company's Board. Mr. Allen will serve as a director until the next succeeding annual meeting of the Company’s stockholders.

~~SIGNATURES~~Mr. Allen is the President and founder of True To Form Limited, Inc. a designer, manufacturer and marketer of designer lighting and architectural products. Mr. Allen was previously the Chief Executive Officer and a director of CSL Lighting Manufacturing, Inc. from 1994 until February 1999, when he resigned from those positions following the acquisition by Interior Inc. of a controlling interest in CSL Lighting Manufacturing. From 1991 through 1994, Mr. Allen was employed by H. J. Meyers & Co., Inc. an investment banking firm, as Vice President, Corporate Finance and Director of Private Placements. From 1983 through 1994, Mr. Allen was employed at various investment banking firms including Shearson Lehman, Paine Webber and A.G. Edwards.

~~Pursuant~~ Item 5.03 Amendments to ~~the~~Articles ~~requirements~~ of ~~the~~Incorporation ~~Securities~~or ~~Exchange~~Bylaws; ~~Act~~Change ofin ~~1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~fiscal year.

~~MARKLAND~~On June 15, ~~TECHNOLOGIES~~2007, ~~INC~~the Company filed Articles of Amendment to Articles of Incorporation of Markland Technologies, Inc. for Designation of Preferences, Rights and Limitations of Series G Preferred Stock (the “Amendment”), with the Florida Secretary of State. The Amendment is effective as of June 15, 2007 and sets forth the terms of the Series G Preferred Stock issued to the Investors as described under Items 1.01/3.02(d) above. A copy of the Amendment as filed is attached hereto as Exhibit 3.1 and is incorporated herein by reference

~~By: /s/~~Terms of ~~Gino~~the M.Series ~~Pereira~~G Preferred Stock

~~Gino~~Each share Mof Series G Preferred Stock is convertible, at the option of the holder, into either (i) 20,000 shares of Technest Common Stock (subject to adjustment as set forth in the Amendment); or (ii) shares of the Company's common stock, $0.0001 ~~Pereira~~par value per share, at a conversion ratio obtained by dividing the Series G Stated Value (which is designated at $10,000) by the greater of (i) $.001 or (ii) forty percent (40%) of the average closing price for the Company’s common stock on the last five trading days preceding the conversion date. The shares of Technest Common Stock underlying the Series G Preferred Stock are shares that are currently outstanding and are held by the Company.

~~Chief~~Each holder ~~Financial~~of ~~Officer~~shares of Series G Preferred Stock is entitled to receive dividends and distributions as made to the holders of Technest Common Stock to the same extent as if the holder had converted the shares of Series G Preferred Stock into Technest Common Stock and had held such shares on the applicable record date. Any dividends and distributions to which the holder of Series G Preferred Stock is entitled will accrue and be held in treasury, and released pro rata upon the holder’s conversion of its shares of Series G Preferred Stock.

~~Date:~~In the ~~March~~event 16of any voluntary or involuntary liquidation, ~~2006~~dissolution or winding up of our affairs, each holder of Series G Preferred Stock is entitled to receive an amount equal to the Series G Stated Value for each share of Series G Preferred Stock it holds at the time, plus all declared or accrued unpaid dividends. If, upon any winding up of our affairs, our assets available to pay the holders of Series G Preferred Stock are not sufficient to permit the payment in full of this amount, then all our assets will be distributed to those holders on a pro rata basis.

2Item 9.01 Financial Statements and Exhibits.

~~EXHIBIT INDEX~~(d) Exhibits

Exhibit No.	Description
3.1		Articles of Amendment to Articles of Incorporation of Markland Technologies, Inc. for Designation of Preferences, Rights and Limitations of Series G Preferred Stock (the “Amendment”), as filed with the Florida Secretary of State on June 15, 2007.
10.1	~~Stockholders’ Agreement between Markland Technologies, Inc. and Technest Holdings, Inc. dated March 13, 2006. Filed herewith.~~	Litigation Settlement, Securities Purchase, Relinquishment and Exchange Agreement.
10.2	~~License Agreement between Markland Technologies, Inc. and Technest Holdings, Inc. dated March 13, 2006. Filed herewith.~~	Security Agreement.
10.3	~~Release and Indemnification Agreement between Joseph P. Mackin and Markland Technologies, Inc. dated March 13, 2006. Filed herewith.~~	Escrow Agreement.
10.4		Registration Rights Agreement.
10.5		Lease Assumption and Indemnification Agreement.
10.6		Mutual Release and Indemnification Agreement.

3SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.


Dated: June 29, 2007	MARKLAND TECHNOLOGIES, INC.

	By:	/s/ Gino Pereira

		Name: Gino Pereira Title: Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION
3.1		Articles of Amendment to Articles of Incorporation of Markland Technologies, Inc. for Designation of Preferences, Rights and Limitations of Series G Preferred Stock (the “Amendment”), as filed with the Florida Secretary of State on June 15, 2007.
10.1		Litigation Settlement, Securities Purchase, Relinquishment and Exchange Agreement.
10.2		Security Agreement.
10.3		Escrow Agreement.
10.4		Registration Rights Agreement.
10.5		Lease Assumption and Indemnification Agreement.
10.6		Mutual Release and Indemnification Agreement.

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