SEC Info - Accel Brands, Inc. - ‘4’ for 2/14/04 re: Markland Technologies Inc.

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^*

TECHNEST HOLDINGS INC

(Last)

(First)

(Middle)

90 GROVE STREET, SUITE 205

(Street)

RIDGEFIELD

06877

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
2/14/04

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	2/14/04	2/14/05	A ⁽¹⁾		10,168,764 ⁽¹⁾	A	$7,000,000	10,168,764	D
Common Stock	2/14/04	2/14/05	D ⁽¹⁾ ⁽²⁾		4,358,042	D	$3,000,000	0	D
Common Stock	2/14/04	2/14/05	D ⁽¹⁾ ⁽³⁾		2,905,361	D	$2,000,000	0	D
Common Stock	2/14/04	2/14/05	D ⁽¹⁾ ⁽⁴⁾		2,905,361	D	$2,000,000	0	D

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)

Explanation of Responses:

(1) Pursuant to a Securities Purchase Agreement between Markland Technologies, Inc. and Technest Holdings, Inc. dated (February 14, 2005).

(2) Markland Technologies, Inc. deposited with the Escrow Agent, for the benefit and on behalf of Jason Geng, 4,358,042 share of Markland Common Stock which had a value of $3,000,000 (as determined based on the Stock Price and adjusted in accordance with Section 2.1.7(b)) on February 14, 2005. Should Technest seek indemnification pursuant to certain provisions of the Agreement and Plan of Merger, ownership of some of the shares of Markland Technologies, Inc. held in escrow may revert back to Technest Holdings, Inc.

(3) In the event Markland or Technest suffers a loss resulting from (a) the breach of any representation, warranty or covenant made by Genex Technologies, Inc. or Jason Geng in the Merger Agreement or (b) the results of an audit of Genex Technologies, Inc. being conducted by the Defense Contract Audit Agency, a number of shares of common stock of Markland Technologies, Inc. having a value of up to $2,000,000 held in escrow pursuant to the terms of an Escrow Agreement between Markland, Technest, Genex, Jason Geng and Wilmington Trust Company, dated as of February 14, 2005 may be paid by Jason Geng to Technest to recover such loss.

(4) On February 14, 2004, Technest paid shares of Markland Common Stock to Jason Geng as provided in the Agreement and Plan of Merger between Technest Holdings, Inc., Markland Technologies, Inc., Genex Technologies, Inc. Mtech Acquisition, Inc. and Jason Geng.

Remarks:

	/s/ Robert Tarini, CEO and Director, Technest Holdings, Inc.	2/16/05
	** 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.
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.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Accel Brands, Inc. – ‘4’ for 2/14/04 re: Markland Technologies Inc.

On: Wednesday, 2/16/05, at 9:49pm ET · For: 2/14/04 · As: 10% Owner · Accession #: 1019687-5-448 · File #: 0-28863

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Accel Brands, Inc. – ‘4’ for 2/14/04 re: Markland Technologies Inc.

On: Wednesday, 2/16/05, at 9:49pm ET · For: 2/14/04 · As: 10% Owner · Accession #: 1019687-5-448 · File #: 0-28863

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents