SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[Mark One]

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the quarterly period ended: December 31, 2001.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 for the transition period from          to
                                                  --------    ---------------
                        Commission file number :000-24447

                           MARKLAND TECHNOLOGIES, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                              1413 CHESTNUT AVENUE
                           HILLSIDE, NEW JERSEY 07205
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (908) 810-5632
                         -------------------------------
                         (Registrant's telephone number)



               Florida                             [4813] 84-1331134
        (State of Incorporation)        Primary Standard Industrial IRS Employer
                                        (Classification Code Number I.D. Number)

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                    Common Stock, par value $0.0001 per share
                                (Title of class)


      Indicate  by  check  mark whether the Registrant:(1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

      The number of shares outstanding of each of the issuer's classes of equity
as of January 31, 2002,  299,909,713  shares of Common Stock,  par value $0.0001
per share; and, no shares of Preferred Convertible Stock, no par value.

<PAGE>



                           MARKLAND TECHNOLOGIES, INC.


                                                                         Page
                                                                         ----
PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

Consolidated Balance Sheet - December 31, 2001 ........................     2

Consolidated Statements of Operations - Three months and six months ended
    December 31, 2001 and 2000 .......................................      3

Consolidated Statements of Cash Flows - Three months and six months ended
    December 31, 2001 and 2000 .......................................      4

Notes to Consolidated Financial Statements.............................     5

Item 2.    Management's Discussion and Analysis of
     Financial Condition and Plan of Operations........................    5-7

Part II - Other Information

Item 2.    Changes in Securities And Use of Proceeds ...................    7

Item 4.    Submission of Matters to a Vote of Security Holders .........    7

Item 5.    Other Information .. ........................................    7

Item 6.    Exhibits and Reports on Form 8-K.............................    8

Signature ..............................................................    8



<PAGE>

                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                                DECEMBER 31, 2001


                                     ASSETS

CURRENT ASSETS:
     Cash                                                      $         25,796
     Accounts receivable, net of allowance for
       doubtful accounts of $173,591                                    135,455
     Inventories                                                        764,611
     Prepaid expenses                                                    22,836
                                                                 ---------------
        Total Current Assets                                            948,698

PROPERTY AND EQUIPMENT                                                   69,718

LICENSES                                                                988,325

OTHER ASSETS                                                             23,156
                                                                 ---------------
                                                               $      2,029,897
                                                                 ===============

                      LIABLITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                          $        851,060
     Secured line of credit                                           4,090,616
     Notes payable                                                    1,314,367
     Liabilities from discontinued operations                         1,132,702
     Accrued expenses                                                 1,286,379
     Accrued warranty                                                   136,567
                                                                 ---------------
        Total Current Liabilities                                     8,811,691
                                                                 ---------------
STOCKHOLDERS' DEFICIT:
     Capital stock, $.0001 par value;
       500,000,000 shares authorized;
     299,909,713 shares issued and outstanding                           29,990
     Additional paid-in capital                                          45,000
     Accumulated deficit                                             (6,856,784)
                                                                 ---------------

        Total Stockholders' Deficit                                  (6,781,794)
                                                                 ---------------
                                                               $      2,029,897
                                                                 ===============



          See accompanying notes to consolidated financial statements.

                                        2

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                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                       Three months ended             Six months ended
                                           December 31,                 December 31,
                                 -------------------------------   ----------------------
                                      2001             2000           2001        2000
                                 -------------    ------------    ----------  ----------


<S>                                <C>           <C>             <C>         <C>
REVENUES                           $   687,671   $  1,733,875    $ 1,209,962 $ 3,459,926

COST OF SALES                          490,729      1,162,686        819,715   2,176,617
                                   -----------   ------------    ----------- -----------
GROSS PROFIT                           196,942        571,189        390,247   1,283,309
                                   -----------   ------------    ----------- -----------
OPERATING EXPENSES
     Selling, general and
         administrative                595,439        717,493      1,094,227   1,537,935
     Depreciation and amortization     257,215          9,138        515,428      13,438
                                   -----------   ------------    ----------- -----------
          TOTAL OPERATING EXPENSES     852,654        726,631      1,609,655   1,551,373
                                   -----------   ------------    ----------- -----------

LOSS FROM OPERATIONS                  (655,712)      (155,442)    (1,219,408)   (268,064)

OTHER EXPENSES, net
      Interest expense                 150,483        318,493        250,433     318,493
      Other expense (income)                 -        151,724         (4,249)    149,058
                                   -----------   ------------    ----------- -----------
         TOTAL OTHER EXPENSES, net     150,483        470,217        246,184     467,551
                                   -----------   ------------    ----------- -----------
NET LOSS                           $  (806,195)  $   (625,659)   $(1,465,592)$  (735,615)
                                   ===========   ============    =========== ===========
LOSS PER SHARE - BASIC AND DILUTED $   (0.0027)  $    (0.0021)   $   (0.0049)$   (0.0025)
                                   ===========   ============    =========== ===========

WEIGHTED NUMBER OF
     SHARES OUTSTANDING            299,909,713    299,909,713     299,909,713 299,909,713
                                   ===========   ============    =========== ===========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                        3
<PAGE>


                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                            Six months ended
                                                             December 31,
                                                     ------------   ------------
                                                          2001          2000
                                                     ------------   ------------
Cash flows from operating activities
Net loss                                             $(1,465,592)   $  (735,615)
                                                     ------------   ------------
Adjustments to reconcile net loss to net cash used in
     operating activities
     Depreciation and amortization                       515,428         13,438
     Changes in operating assets and liabilities:
         Accounts receivable                             172,960         66,918
         Inventories                                      (4,029)       308,200
         Prepaid expenses                                  3,082       (169,240)
         Other assets                                          -        (23,156)
         Accounts payable                               (100,239)        67,727
         Liabilities from discontinued operations     (1,012,301)             -
         Accrued expenses                              1,334,830       (223,479)
         Accrued warranty expenses                        13,852       (247,331)
                                                     ------------   ------------
                                                         923,583        206,923
                                                     ------------   ------------
Net cash used in operating activities                   (542,009)      (942,538)
                                                     ------------   ------------
Cash flows from investing activities
Purchase of equipment                                     (1,379)       (41,091)
                                                     ------------   ------------
Net cash used in investing activities                     (1,379)       (41,091)
                                                     ------------   ------------
Cash flows from financing activities
Secured line of credit                                   395,617        781,696
                                                     ------------   ------------
Net cash provided by financing activities                395,617        781,696
                                                     ------------   ------------

Net increase (decrease) in cash and cash equivalents    (147,771)      (201,933)
Cash and cash equivalents at beginning of year           173,567        201,933
                                                     ------------   ------------
Cash and cash equivalents at end of period           $    25,796    $         -
                                                     ============   ============



          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                           MARKLAND TECHNOLOGIES, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A:      BASIS OF PRESENTATION

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed or omitted  pursuant to Article 10 of Regulation S-X of the
Securities  and  Exchange  Commission.   The  accompanying  unaudited  financial
statements reflect, in the opinion of management,  all adjustments  necessary to
achieve a fair statement of the financial  position and results of operations of
Markland  Technologies,  Inc. (the "Company") for the interim periods presented.
All such  adjustments  are of a normal and  recurring  nature.  These  financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Transition Report on form 10-KSB/A, filed with
the Securities and Exchange Commission on November 27, 2001.

GOING CONCERN MATTERS

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidations  of liabilities in the normal course of
business.  The Company has incurred  significant losses since its incorporation,
resulting in an  accumulated  deficit as of December  31, 2001 of  approximately
$6,856,784.  The  Company  continues  to  experience  negative  cash  flows from
operations  and has been  dependent on  continued  financing  from  investors to
sustain  its  activities.  There is no  assurance  that such  financing  will be
available in the future if needed. These factors raise doubt about the Company's
ability to continue as a going concern.

BASIC AND DILUTED LOSS PER SHARE

Loss per common  share is  computed  by dividing  net loss  available  to common
shareholders  by  the  weighted   average  number  of  shares  of  common  stock
outstanding for the period of time then ended. The effect of the Company's stock
options and  convertible  securities is excluded from the  computations  for the
three  months  and six  months  ended  December  31,  2001  and  2000,  as it is
antidilutive.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
        OPERATIONS

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

The following  discussion and analysis of our financial condition and results of
operations  should be read in conjunction with the financial  statements and the
related notes included in this Form 10-QSB. This quarterly report on Form 10-QSB
contains forward-looking statements based upon current expectations that involve
risks  and  uncertainties,  such  as  our  plans,  objective,  expectations  and
intentions. These forward-looking statements include all statements that are not
statements of historical  fact. You can identify these  statements by our use of
words  such as "may,"  "expect,"  "believe,"  "anticipate,"  "intend,"  "could,"
"estimate,"  "continue," "plans," or their negatives or cognates.  Some of these
statements  include  discussions  regarding our future business strategy and our
ability to generate revenue, income and cash flow. We wish to caution the reader
that all  forward-looking  statements  contained  in this Form  10-QSB  are only
estimates and predictions. Our actual results could differ materially from those
anticipated  as a result of risk facing us or actual events  differing  from the
assumptions underlying such forward looking statements.  Some factors that could
affect our  results  include  those  that we discuss in this  section as well as
elsewhere in this Form 10-QSB.

                                        5
<PAGE>

Readers  are  cautioned  not to  place  undue  reliance  on any  forward-looking
statements   contained   in  this   prospectus.   We  will  not   update   these
forward-looking statements unless the securities laws and regulations require us
to do so.

GENERAL

Markland  Technologies,  Inc., through its wholly owned subsidiary,  Vidikron of
America,  Inc.,  is engaged in the sale and  marketing  of  high-end  projection
systems and support  accessories for the home theater market.  The Company sells
its products through a network of distributors and representatives  primarily in
the United States.

RESULTS OF OPERATIONS

SIX MONTHS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000

REVENUE

      Net  sales  amounted  to  $1,209,962 for the six months ended December 31,
2001,  compared  to  $3,459,926  for the six months  ended  December  31, 2000 a
decrease of $2,249,964 or 65%. The decrease was due to increased  competition in
the  home  theater  market,  the  discontinuation  of  several  products  due to
obsolescence  as well as the  negative  economic  effects on the  high-end  home
theater market following the events of September 11, 2001.

COSTS AND EXPENSES

         Gross  profit  decreased  by  $893,062  or  70% to $390,247 for the six
months ended  December 31, 2001,  from  $1,283,309  for the comparable six month
period in 2000. The decrease was due to current  economic  conditions and market
competition.  Gross profit as a percentage of net revenues  decreased to 32% for
the six  months  ended  December  31,  2001  from 37% for the six  months  ended
December 31, 2000.

         Selling,  general  and administrative expenses decreased by $443,708 or
29% to $1,094,227  for the six months ended December 31, 2001,  from  $1,537,935
for the same  period in 2000.  The  decrease  was  achieved by  aggressive  cost
cutting measures  undertaken by management during the six-month period including
a major reorganization of personnel and the streamlining of operations.

         Depreciation  and  amortization expense was $515,428 for the six months
ended  December 31, 2001  compared to $13,438 for the six months ended  December
31, 2000. The increase is due to the amortization of license agreements acquired
in late 2000.

         Interest  expense  decreased  to  $250,433  for  the  six  months ended
December 31, 2001  compared to $318,493  for the six months  ended  December 31,
2000.  This  decrease  in  interest  expense  is  primarily  due to the  partial
conversion of a promissory note into equity by the holder.

LIQUIDITY AND CAPITAL RESOURCES

From  inception,  the Company's  revenues have been  insufficient to support its
operations and as a result its continued existence is dependent upon its ability
to resolve its liquidity  problems,  principally by obtaining debt and/or equity
financing.  The Company currently has a working capital deficiency of $7,862,993
and a Shareholders'  deficit of $6,781,794  including an accumulated  deficit of
$6,856,784 at December 31, 2001.  Additionally,  cash used in operations for the
six months ended December 31, 2001 totaled $542,009.  The Company has $1,073,746
remaining on its credit facility.  Based upon current  operational plans and the
continued availability of the credit facility, management anticipates that these
funds,  to the extent that they may be drawn upon,  will be  sufficient  for the
remainder of the current  fiscal year.  The ability of management to continue to
draw down on the  credit  facility  is at the sole  discretion  of the  lenders.
Management  will  continue to evaluate  the need for  additional  debt or equity
financing on an ongoing basis.

                                       6
<PAGE>

GENERAL

PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On December 31, 2001, we executed a promissory  note to James LLC to replace the
promissory  note that  matured  on  December  31,  2001.  The new  note,  with a
principal sum of $1,314,367, matures December 31, 2002 and bears interest at the
rate of eight percent per annum.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On November 29, 2001, the Annual Meeting of shareholders for the fiscal
year ending June 30, 2001 was held.  The  shareholders  of record on October 14,
2001 voted via proxy or in person on the following proposals:

o        The election of Lawrence Shatsoff and David E. Danovitch to  the  Board
         of Directors for a term of one year;

o        The adoption of our 2001 Stock Incentive Plan;

o        The  ratification  of  Feldman  Sherb  &  Co.,  P.C. as our independent
         accountants for our fiscal year ended June 30,2001 and our fiscal  year
         ending June 30, 2002; and

o        The approval of an amendment  to  our  articles  of  incorporation,  as
         amended, to increase the number of shares or our common stock,  $0.0001
         par  value  per  shares,  authorized  for  issuance from 300,000,000 to
         500,000,000.

All four proposals were approved and ratified by the shareholders.

ITEM 5. OTHER INFORMATION

In  August  2001,  we  discontinued  the  operations  of  CWTel,  and have  made
arrangements  for  the  distribution  of  its  assets  in  connection  with  its
dissolution.  On November 13,  2001,  CWTel filed for chapter 7  bankruptcy.  We
anticipate the bankruptcy proceedings to be completed during the second calendar
quarter of 2002.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

REPORTS on Form 8-K:

Current  Report on Form 8-K/A filed on October 12, 2001 with the  Securities and
Exchange Commission.


                                        7

<PAGE>

(a)      Exhibits

                  Exhibit                  Description

                   10.3     Restated Promissory Note as of December 31, 2001  by
                            and  between  Markland  Technologies, Inc. and James
                            LLC (1)

                              (1) Filed within


                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned,  who is duly  authorized to sign as an officer and as the principal
financial officer of the registrant.


  Dated: February 12, 2002                    MARKLAND TECHNOLOGIES, INC.



                                               By: /s/ Larry Shatsoff
                                               ---------------------------------
                                               Larry Shatsoff, President





                                        8



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