U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  Form 10-KSB/A

                                  Amendment #1

          [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                   OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
                       THE FISCAL YEAR ENDED JUNE 30, 2002

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 000-28863


                           MARKLAND TECHNOLOGIES, INC.
                ------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

             Florida                                [4813] 84-1331134
   -------------------------------      ----------------------------------------
   (State or other jurisdiction         (Classification Code Number I.D. Number)
   of incorporation or organization)

                          49 Quinnipiac Avenue, Unit H
                         North Haven, Connecticut 06473
  -----------------------------------------------------------------------------
       (Address of principal executive offices)            (Zip Code)

                    Issuer's telephone number: (203) 946-3058
                    -----------------------------------------

 Securities registered pursuant to
 Section 12(b) of the Exchange Act:        Name of exchange on which registered:
              None                                         None


         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $.0001 par value
                                (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 [ ].

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or
amendment to this Form 10-KSB.

Markland's revenues for the twelve months ended June 30, 2002, were $0.

As of June 30, 2002, the aggregate market value of Markland Technologies' voting
common stock held by non-affiliates, computed by reference to the price at which
the common stock was sold, or the average bid and asked price of the common
stock, was $11,552, based on a closing sales price of $.02 per share of common
stock on the OTC Bulletin Board.

<PAGE>

As of September 15, 2002, 299,909,179 shares of Markland Technologies' common
stock were outstanding.

Documents Incorporated By Reference: Sections of our proxy statement on Form
14A, filed with the Securities and Exchange Commission on November 6, 2001, for
information requested by Item 4 of Part I in this Form 10-KSB.


<PAGE>



                           MARKLAND TECHNOLOGIES, INC.
                                   Form 10-KSB
                                Table of Contents

                                                                            Page


PART I.           ........................................................... 1

         ITEM 1.           DESCRIPTION OF BUSINESS........................... 1

                  RECENT BUSINESS DEVELOPMENTS............................... 1

                           Divestiture of Vidikron of America, Inc........... 1

                           Financing and Credit Agreements................... 1

                  HISTORY OF MARKLAND TECHNOLOGIES, INC...................... 2

                           CWTel, Inc........................................ 3

                           Employees......................................... 3

         ITEM 2.           DESCRIPTION OF PROPERTY........................... 3

         ITEM 3.           LEGAL PROCEEDINGS................................. 3

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

PART II.          ........................................................... 4

         ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                           MATTERS........................................... 4

                           Market for Common Stock........................... 4

                           Holders of Record................................. 4

                           Dividends......................................... 4

                           Recent Sales of Unregistered Securities........... 5

         ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                           OPERATIONS........................................ 5

                           GENERAL........................................... 5

                           Operating History; Continuing Operating Losses.... 5

                           LIQUIDITY AND CAPITAL RESOURCES................... 5

         ITEM 7.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....... 6

         ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                           ACCOUNTING AND FINANCIAL DISCLOSURE............... 7

                                       i


<PAGE>



                                Table of Contents
                                   (continued)

PART III.         ........................................................... 7

         ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                           CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
                           OF THE EXCHANGE ACT............................... 7

         ITEM 10.          EXECUTIVE COMPENSATION............................ 8

         ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                           AND MANAGEMENT.................................... 8

         ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.... 10

         ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.................. 10




                                       ii



<PAGE>



                           Forward-Looking Statements

     The following discussions contain, in addition to historical information,
forward-looking statements that involve risks and uncertainties. These
forward-looking statements include all statements that are not statements of
historical fact, and are often identifiable by their use of words such as "may,"
"expect," "believe," "anticipate," "intend," "could," "estimate," "continue,"
"plans" or the negative or other variations of these or comparable terms. Some
of these statements include discussions regarding our future business strategy
and our ability to generate revenue, income and cash flow. All forward-looking
statements contained in this transition report are only estimates and
predictions. Our actual results could differ materially from those anticipated
as a result of risks facing us or actual events differing from the assumptions
underlying such forward looking statements. Some factors that could affect our
results include those discussed in Item 6 "Management's Discussion and Analysis
or Plan of Operation" as well as elsewhere in this transition report.

Readers are cautioned not to place undue reliance on any forward-looking
statements contained in this report. We undertake no obligation to publish the
results of any adjustments to these forward-looking statements that may be made
to reflect events on or after the date of this transition report or to reflect
the occurrence of unexpected events.


<PAGE>

                                     PART I.


ITEM 1.  DESCRIPTION OF BUSINESS

                          RECENT BUSINESS DEVELOPMENTS

Divestiture of Vidikron of America, Inc. Stock and Debt Restructuring

         On May 28, 2002, Markland Technologies, Inc. (the "Company") received a
Notice of Default from its senior secured lender, Market LLC, ("Lender")
relating to a Loan and Security Agreement and a related Secured Convertible
Revolving Credit Note ("Note") issued in favor of Lender for, among other
things, the Company's failure to make payments of principal and interest due
under the Note. In addition, as a result of the defaults under the Note, the
Lender declared all outstanding principal and interest under the Note, totaling
$4,213,300 (the "Indebtedness"), to be immediately due and payable. The Lender
had advised the Company that it intended to exercise its right as a secured
creditor in and to all collateral granted to it to secure the Note including,
among other things, all of the issued and outstanding shares of Vidikron of
America, Inc. (the "Vidikron Shares"), a wholly owned subsidiary of the Company
("Vidikron").

         On June 4, 2002, the Company agreed to transfer legal title to the
Vidikron Shares to the Lender in partial satisfaction of the Indebtedness in the
amount of $50,000 pursuant to a Debt Restructuring Agreement among the Company,
Vidikron and the Lender. The amount of the reduction in Indebtedness was
calculated based on the fact that Vidikron was insolvent and its liabilities
exceeded its assets. (see "Financing and Credit Agreements" for further
details).

         As a result of the aforementioned, the Company no longer retains any
operating subsidiary or has any meaningful operations.


Financing and Credit Agreements.

         In July 2001, James LLC elected to convert $2,500,000 of the principal
amount of its $3,500,000 promissory note, together with $125,000 accrued
interest, into shares of our common stock. Pursuant to James LLC's conversion
election, we issued 43,750,000 shares of our common stock.

         On September 19, 2001, we assumed all of Vidikron's rights and
obligations under the Market LLC $3,500,000 revolving credit facility by
entering into an Amendment and Assignment and Assumption Agreement with Market
LLC. Under the terms of the assignment and assumption agreement, the revolving
credit line available to us was increased from $3,500,000 to $4,500,000.
Borrowings under the revolving credit line are secured by our accounts
receivables and those of Vidikron, as well as by a second lien security interest
in the outstanding capital stock of Vidikron.

          On May 28, 2002, Markland Technologies, Inc. received a Notice of
Default from its senior secured lender, Market LLC, relating to a Loan and
Security Agreement and a related Secured Convertible Revolving Credit Note
issued in favor of Lender for, among other things, the Company's failure to make
payments of principal and interest due under the Note. In addition, as a result
of the defaults under the Note, the Lender declared all outstanding principal
and interest under the Note, totaling $4,213,300, to be immediately due and
payable. The Lender had advised the Company that it intended to exercise its
right as a secured creditor in and to all collateral granted to it to secure the
Note including, among other things, all of the issued and outstanding shares of
Vidikron of America, Inc., a wholly owned subsidiary of the Company.

                                       1
<PAGE>

           On June 4, 2002, the Company agreed to transfer legal title to the
Vidikron Shares to the Lender in partial satisfaction of the Indebtedness in the
amount of $50,000 pursuant to a Debt Restructuring Agreement among the Company,
Vidikron and the Lender. The amount of the reduction in Indebtedness was
calculated based on the fact that Vidikron was insolvent and its liabilities
exceeded its assets.

         Pursuant to the Debt Restructuring Agreement the parties agreed that
after the $50,000 reduction resulting from the transfer of the Vidikron Shares
the balance of the Indebtedness to Lender totaled $4,163,300 as evidenced by an
Amended Note. The Debt Restructuring Agreement also provided as follows:

(a)      the annual interest rate accruing on the Amended Note from and after
         June 4, 2002 shall be six (6%) percent per annum;
(b)      the maturity date of the Amended Note shall be extended to
         December 31, 2002; and
(c)      Lender shall defer its previously announced  plan to foreclose on the
         collateral securing the repayment of the Indebtedness
         (other than the Vidikron Shares) and retain its liens on the Company
         assets  to  secure  repayment of the Indebtedness.


                     HISTORY OF MARKLAND TECHNOLOGIES, INC.

         Markland Technologies, Inc., previously known as Quest Net was
incorporated in Colorado in November 1995, under the name "A.P. Sales Inc," to
engage in the purchasing, reconditioning, and selling of office equipment and
furniture. Until July of 1998, its operations were primarily organizational in
nature or related to raising capital. In December 1998, A.P. Sales dissolved as
a Colorado corporation, redomiciled in Florida and changed its name to Quest Net
Corp.

         In December 1999, Quest Net began reorganizing its operations and
focusing on wireless operations, dial-up and hosting. Quest Net also started to
pursue an acquisition of a telephone company in order to benefit from its
telecommunications licenses.

         Quest Net moved its offices to Pembroke Park, Florida. In September
2000, Quest Net combined its corporate offices with those of CWTel, Inc., one of
its subsidiaries, relocating to Hallendale Beach, Florida.

         Of the consideration owed by Quest Net for CWTel, Quest Net paid
$200,000 at closing; $700,000 by the issuance of 7,750 shares of its restricted
common stock and $300,000 was to be paid in three equal subsequent payments.
These payments were guaranteed by the issuance, at closing, of 30,000 shares of
Quest Net preferred stock, with a face value of $10.00 per share.

         As part of the transaction, Mr. Charles Wainer, President of CWTEL and
Quest Net executed a five-year employment agreement whereby he agreed to serve
as our president. Mr. Wainer was also appointed as interim chief executive
officer and director.

         Mr.  Wainer  resigned as president  and director  effective
May 18, 2001.  As of June 30,  2002,  we are in default for the first and second
payments under the purchase agreement. Mr. Wainer and the Company are conducting
informal settlement discussions.

            On March 16, 2001, our board of directors approved the acquisition
of all of the outstanding capital stock of Vidikron. Vidikron was acquired in a
stock-for-stock transaction in which Markland LLC, the sole stockholder of
Vidikron, would own approximately 85% of our common stock, assuming the
conversion of the outstanding preferred stock and $2.5 million of a promissory
note executed by us in favor of James LLC. Accordingly the transaction was
accounted for as a reverse acquisition as a recapitalization of Vidikron,
pursuant to which Vidikron was treated as the continuing entity. Vidikron was a
wholly-owned subsidiary of ours. The shares issued in connection with the
exchange agreement were recorded at the fair market value of the net liabilities
assumed from Quest Net. The liabilities assumed totaling $3,381,913 consisted of
liabilities of discontinued operations of $2,145,002 and notes payable of
$1,236,911. As a result of the merger Quest Net changed its name to "Markland
Technologies, Inc." and Vidikron adopted the year-end of Quest Net.

                                       2
<PAGE>

CWTel, Inc.

         CWTel, Inc. was incorporated in February 1998 as a Florida corporation.
CWTel offered the following services: local dial tone also known as basic
telephone service, long distance calling and high-speed Internet, the latest
both dedicated and shared, marketed as WDSL.

         CWTel marketed these services to commercial buildings in the tri-county
area of South Florida. CWTel had installed and maintained seven so called smart
buildings.

         Over the course of the prior fiscal year, CWTel had been unable to
satisfy its creditors, pay its employees, or pay for its essential operations.
On June 22, 2001, Charles Wainer tendered his resignation as president of CWTel.

         On November 11, 2001 CWTel filed a voluntary bankruptcy petition under
Chapter 7 in the State of Florida. On March 11, 2002, a final decree was issued,
the trustee discharged and the case closed.

Employees.

         As of June 30, 2002, we employed one person on a full-time basis. We
currently have one executive officer and two directors. We believe that our
future success will depend in large part on our continued ability to attract and
retain highly skilled and qualified people.

ITEM 2.  DESCRIPTION OF PROPERTY

         Our corporate office is at 49 Quinnipiac Avenue, North Haven, CT 06473.
The rental fee is $275 per month and is presently on a month to month basis. We
believe that this facility is adequate for our current needs.

ITEM 3.  LEGAL PROCEEDINGS

         On October 22, 1999, the Securities and Exchange Commission notified us
that it had initiated an investigation of some of our accounting procedures,
press releases and the trading of our securities surrounding earnings reports.
The Commission has also advised us that the investigation should not be
construed as an indication by the Commission or its staff that any violation of
law has occurred, nor as a reflection upon any person, entity or security. As of
June 30, 2002, we have no knowledge of the extent of the investigation or its
likely outcome.

         In addition, we are parties to legal proceedings that arise in the
ordinary course of business. We do not believe that these lawsuits will,
individually or in the aggregate, have a material adverse effect on our
business, financial condition or results of operation.


                                       3
<PAGE>

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

         The information required by this Item 4 is contained in our proxy
statement on Form 14A, filed with the Securities and Exchange Commission on
November 6, 2001, and incorporated herein by reference.

                                   PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Stock.

         Our common stock is traded on the OTC Bulletin Board under the symbol
"MKLD."

         The following table sets forth, for each of the fiscal periods
indicated, the high and low bid prices for our common stock, as reported on the
OTC Bulletin Board. These per share quotations reflect inter-dealer prices in
the over-the-counter market without real mark-up, markdown, or commissions and
may not necessarily represent actual transactions.

         These per share quotations have also been adjusted to reflect a
40-for-1 reverse stock split of our common stock effective June 21, 2001.


                                                                Price
Fiscal Year 2001:           Quarter Ended:                 High           Low

September 2000............. September 29,2000            $  6.60          $3.85
December 2000.............. December 31, 2000            $  3.24          $0.40
March 2001................. March 30, 2001               $  0.68          $0.48
June 2001.................. June 29, 2001                $  0.40          $0.05

Fiscal Year 2002:
September 2001............. September 30,2001            $  0.40          $0.06
December 2001.............. December 31, 2001            $  0.48          $0.05
March 2002................. March 31, 2002               $  0.08          $0.025
June 2002.................. June 30, 2002                $  0.08          $0.02


Holders of Record.

         As of June 30, 2002, there were 591 holders of record of our common
stock.

Dividends.

         We have never paid cash dividends on our common stock and do not
foresee that we will have earnings with which to pay dividends in the
foreseeable future. If we do accumulate earnings from which a dividend could be
paid, our strategy at this time is to retain these earnings to finance the
development and expansion of our business. However, in the event we would pay a
dividend, our board of directors would determine the amount of such a dividend
out of funds legally available therefore and based upon our earnings, financial
condition, capital requirements and other conditions. In addition, the terms of
our outstanding indebtedness and preferred stock restrict the payment of
dividends on our common stock until certain conditions are met. The payment of
dividends on our common stock is also subject to the preference applicable to
the outstanding certain shares of our preferred stock and to the preference that
may be applicable to any shares of the preferred stock issued by us in the
future.

                                       4
<PAGE>

Recent Sales of Unregistered Securities.

            During our fiscal year 2002, we issued the following securities that
were not registered under the Securities Act of 1933.

     In July 2001, James LLC elected to convert $2,500,000 of the principal
amount of its $3,500,000 promissory note, together with $125,000 accrued
interest, into shares of our common stock. Pursuant to James LLC's conversion
election, we issued 43,750,000 shares of our common stock.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

GENERAL

         We historically had been engaged in providing Internet and
telecommunications sales, service and connectivity. Most recently, through its
wholly owned subsidiary, Vidikron of America, Inc., the Company engaged in the
marketing and distribution of high-end projection systems and support
accessories primarily to the consumer market.

         As previously described, the Company is no longer involved in either
the Internet and telecommunications business nor is it involved in the high-end
projection systems market as it no longer has any operating subsidiaries or any
meaningful operations. We believe that there may be value in remaining current
in our reporting obligations under the Securities Exchange Act of 1934, as
amended, although we can give no assurance that we will ever be able to realize
any value from our situation.

Operating History; Continuing Operating Losses.

         The report of our independent accountants on our June 30, 2002
Consolidated Financial Statements contains an explanatory paragraph regarding
our ability to continue as a going concern. Our independent accountants cited
our history of operating losses, limited operating history, and negative cash
flow from operations, which raised substantial doubt as to our ability to
continue as a going concern.

YEAR ENDED JUNE 30, 2002  COMPARED TO SIX MONTHS  ENDED JUNE 30, 2001 RESULTS OF
OPERATIONS

              Selling, general and administrative expenses increased by $229,079
or 93% to $247,677 for the year ended June 30, 2002, from $18,598 for the six
months ended June 30, 2001. The increase was due to an increase in professional
fees, mainly legal and accounting fees associated with the preparation of
Securities and Exchange filings. There was also an increase due to expenses
associated with the preparation and mailing of the Company's annual report and
proxy to shareholders.

LIQUIDITY AND CAPITAL RESOURCES

         From our inception, our revenues have been insufficient to support our
operations. As a result, our continued existence is dependent upon our ability
to resolve our liquidity problems, principally by obtaining additional debt or
equity financing, or both. Currently we have a working capital deficit of
$6,905,864 and a stockholders' deficit of $6,905,864, including an accumulated
deficit of $6,935,854 at June 30, 2002. Additionally, the cash used in
operations for the twelve months ended June 30, 2002 totaled $ 948,188.

         We have $1,094,746 remaining on our Market LLC $4,500,000 revolving
credit line. The ability of management to draw down on the credit facility is at
the sole discretion of the lenders and is not a certainty. These and other
factors raise a substantial doubt as to our ability to continue as a going
concern. In order to continue our current, scaled-down operations and to effect
a new operation plan, we will need to obtain additional debt or equity
financing, or both. In the event that we are unable to effect a new operation
plan, unable to obtain debt or equity financing or unable to obtain financing on
terms and conditions that are acceptable, we may be unable to remain a going
concern.

                                       5
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                           MARKLAND TECHNOLOGIES, INC.
                              FINANCIAL STATEMENTS

                   INDEX to Consolidated Financial Statements

                                                                            Page

INDEPENDENT AUDITORS' REPORT                                                 F-2

FINANCIAL STATEMENTS:

       Balance Sheet at June 30, 2002                                        F-3

       Statements of Operations for the year ended June 30, 2002,
         the six months ended June 30, 2001 and 2000 and the year
         ended December 31, 2000                                             F-4

       Statements of Stockholders' Deficit for the year ended
         June 30, 2002, the six months ended June 30, 2001 and 2000
         and the year ended December 31, 2000                                F-5

       Statements of Cash Flows for the year ended June 30, 2002,
        the six months ended June 30, 2001 and 2000 and the year
        ended December 31, 2000                                              F-6

       Notes to Consolidated Financial Statements                       F-7-F-17


                                       6
<PAGE>



                          INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Markland Technologies, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Markland
Technologies, Inc. and Subsidiaries as of June 30, 2002 and the related
consolidated statements of operations, stockholders' deficit and cash flows for
the year ended June 30, 2002, the six months ended June 30, 2001 and the year
ended December 31, 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, the consolidated financial position of Markland Technologies, Inc. and
subsidiaries as of June 30, 2002 and the consolidated results of its operations
and its cash flows for the year ended June 30, 2002, the six months ended June
30, 2001 and the year ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has incurred
losses in each of the last two fiscal years and as more fully described in Note
2, the Company anticipates that additional funding will be necessary to sustain
the Company's operations through the fiscal year ending June 30, 2002. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                                                       /s/Sherb & Co, LLP
                                                         ------------------
                                                          Sherb & Co., LLP.
                                                    Certified Public Accountants

New York, New York
October 4, 2002

                                    F-2


<PAGE>

                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2002


                                     ASSETS

CURRENT ASSETS:
     Cash                                                   $             4,911
     Prepaid expenses                                                    21,750
                                                              ------------------
                                                            $            26,661
                                                              ==================


                      LIABLITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                       $            95,348
     Secured line of credit                                           4,171,437
     Notes payable                                                    1,367,027
     Accrued expenses                                                 1,298,713
                                                              ------------------
         Total Current Liabilities                                    6,932,525

STOCKHOLDERS' DEFICIT:
     Common stock, $.0001 par value;
     300,000,000 shares authorized;
     299,909,179 shares  issued and outstanding                          29,990
     Accumulated deficit                                             (6,935,854)
                                                              ------------------
         Total Stockholders' Deficit                                 (6,905,864)
                                                              ------------------
                                                            $            26,661
                                                              ==================


          See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>

                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                         Year             Six Months      Six Months       Year
                                                        Ended                Ended          Ended           Ended
                                                    June 30, 2002        June 30, 2001   June 30, 2000   December 31, 2000
                                                 -------------------    ---------------  --------------  -----------------
                                                                                          (Unaudited)
OPERATING EXPENSES
<S>                                              <C>                    <C>               <C>           <C>
     Selling, general and administrative         $         247,677      $      18,598     $       -     $      -
                                                 -------------------    ---------------   ------------  -------------
          TOTAL OPERATING EXPENSES                         247,677             18,598             -            -
                                                 -------------------    ---------------   ------------  -------------

LOSS FROM CONTINUING OPERATIONS                           (247,677)           (18,598)            -            -
                                                 -------------------    ---------------   ------------  --------------

LOSS FROM DISCONTINUED OPERATIONS:
     Gain on disposition                                 1,046,133                  -             -            -
     Loss from discontinued operations                  (3,259,421)        (1,197,139)     (231,915)        (967,529)
                                                 -------------------    ---------------   ------------  ---------------
         TOTAL                                          (2,213,288)        (1,197,139)     (231,915)        (967,529)
                                                 -------------------    ---------------   ------------  ---------------
NET LOSS                                          $     (2,460,965)    $   (1,215,737)    $(231,915)    $   (967,529)
                                                 ===================    ===============   ============   ==============

BASIC AND DILUTED LOSS PER SHARE:
     Continuing Operations                        $          (0.00)    $        (0.00)    $   (0.00)    $       (0.00)
     Discontinued Operations                                 (0.01)             (0.00)        (0.00)            (0.00)
                                                 -------------------    ---------------   ------------   --------------
NET LOSS PER SHARE                                $          (0.01)   $         (0.00)    $   (0.00)    $       (0.00)
                                                 ===================    ===============   ============   ==============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC AND DILUTED                        299,909,179        299,909,179      299,909,179     299,909,179
                                                 ===================    ===============   ============   ==============
</TABLE>



          See accompanying notes to consolidated financial statements.

                                       F-4

<PAGE>

                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>


                                                 Common Stock                Additional                                 Total
                                       --------------------------------        Paid-in          Accumulated         Stockholders'
                                            Shares           Amount            Capital            Deficit              Deficit
                                       ---------------   --------------    --------------    ---------------     -----------------
<S>                                      <C>          <C>                    <C>                <C>                  <C>
 Balance - December 31, 1999             254,911,356   $      25,491    $       172,036  $      (1,948,549)   $       (1,751,022)

 Net loss                                          -               -                  -           (967,529)             (967,529)
                                       ---------------   --------------    --------------    ---------------     -----------------
 Balance - December 31, 2000             254,911,356          25,491            172,036         (2,916,078)           (2,718,551)

 Capital contribution                              -               -          2,000,000                  -             2,000,000

 Outstanding stock of
 Markland Technologies, Inc.
    at date of merger                     44,997,823           4,499         (2,172,036)        (1,214,376)           (3,381,913)

 Net loss                                          -               -                  -         (1,215,737)           (1,215,737)
                                      ----------------   --------------    --------------    ---------------     -----------------
 Balance - June 30, 2001                 299,909,179          29,990                  -         (5,346,191)           (5,316,201)

 Write-off of accounts payable-CWTEL               -               -                  -            871,302               871,302

 Net loss                                          -               -                  -         (2,460,965)           (2,460,965)
                                      ----------------   --------------    --------------    ---------------     -----------------
 Balance - June 30, 2002                 299,909,179   $      29,990    $             -   $     (6,935,854)   $       (6,905,864)
                                      ================   ==============   ===============    ===============     =================
</TABLE>



            See accompany notes to consolidated financial statements.

                                       F-5

<PAGE>

                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                   Year           Six Months             Year
                                                                   Ended             Ended               Ended
                                                               June 30, 2002      June 30, 2001     December 31, 2000
                                                            ------------------  ---------------- ---------------------
Cash flows from operating activities
<S>                                                     <C>                   <C>                <C>
Net loss                                                $          (247,677)  $     (18,598)     $        (967,529)

     Changes in operating assets and liabilities:
         Net cash used in discontinued operations                  (700,511)       (374,762)               (44,630)
                                                           ------------------  --------------   --------------------
Net cash used in operating activities                              (948,188)       (393,360)            (1,012,159)
                                                            -----------------  --------------   --------------------

Cash flows from financing activities
Notes payable and secured line of credit                            779,531         604,050                781,696
Cash overdraft                                                            -         (13,214)                13,214
                                                            -----------------  --------------   --------------------
Net cash provided by financing activities                           779,531         590,836                794,910
                                                            -----------------  --------------   --------------------

Net increase (decrease) in cash and cash equivalents               (168,657)        173,568               (248,315)
Cash and cash equivalents at beginning of year                      173,568               -                248,315
                                                           ------------------  --------------   --------------------
Cash and cash equivalents at end of period              $             4,911   $     173,568      $               -
                                                           ==================  ==============   ====================

Disclosure of non-cash and financing activities
     Capital contribution used to pay accounts payable  $                 -   $   2,000,000      $               -
</TABLE>


          See accompanying notes to consolidated financial statements.
                                      F-6

<PAGE>

                           MARKLAND TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.        Organization and business

          Quest Net Corp. ("Quest") was incorporated in the state of Colorado on
November 28, 1995 under the name of A. P. Sales, Inc. In June of 1998, Quest
acquired certain assets related to the Internet services industry and became a
provider of Internet system and network management solutions. At that time, the
Company changed its name to Quest Net Corp. The Company relocated to Florida in
December 1998. Pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of March 13, 2000 between Parputt Enterprises, Inc.
("PEI"), a Nevada corporation, and Quest Net Corp., the Companies merged in a
transaction in which Quest was the surviving company. The merger was accounted
for as a recapitalization of Quest.

          On March 16, 2001, the Board of Directors of Quest approved the
acquisition of all of the outstanding capital stock of Vidikron of America, Inc.
("Vidikron" or the "Company"). The transaction became effective on April 19,
2001. Vidikron was acquired in a stock-for-stock transaction (the "Exchange") in
which the former shareholders of Vidikron would own approximately 85% of Quest
common stock, assuming the conversion of the outstanding preferred securities
and $2.5 million of the promissory note. Accordingly, the transaction has been
accounted for as a reverse acquisition as a recapitalization of Vidikron,
pursuant to which Vidikron is treated as the continuing entity. The shares
issued in connection with the Exchange were recorded at the fair market value of
the net liabilities assumed from Quest. The liabilities assumed totaling
$3,381,913 consisted of liabilities of discontinued operations of $2,145,002 and
notes payable of $1,236,911. Quest's accumulated deficit is offset against its
additional paid-in capital at the date of the exchange to the extent additional
paid-in capital is available. The remaining Quest accumulated deficit of
$1,214,376 at June 30, 2001 is carried forward as an element of the accumulated
deficit for the continuing entity. This amount was reduced by $871,302 during
the year ended June 30, 2002. As a result of the merger, Quest changed its name
to Markland Technologies, Inc. and Vidikron adopted the year end of Quest.

          Vidikron of America, Inc., is a marketer and distributor of high-end
home theater projection  systems and related support equipment  primarily in the
United States.

          The following transactions occurred in connection with the exchange:

                   (1) Quest declared a 1-for-40 reverse stock split of its
          outstanding common stock. (The financial statements for all periods
          presented have been retroactively adjusted for the stock split).

                   (2) Quest issued 10 shares of its Series B Convertible
          Preferred stock to Vidikron in exchange for all Vidikron's outstanding
          common stock, which subsequently was converted into 254,911,356 shares
          of common stock.

                   (3) Quest converted $2,500,000 of a promissory note owed to
          James LLC into 43,750,000 shares of common stock.

                                      F-7
<PAGE>

          Subsequent to the exchange the Company decided to cease all operations
previously engaged in by Quest, which included the spin-out of Globalbot, an 80%
owned subsidiary, and to file a petition for relief under Chapter 7 of the
Federal Bankruptcy Laws for CWTel, Inc., a wholly owned subsidiary. As of June
30, 2002 CWTel filed a voluntary bankruptcy petition under Chapter 7 in the
State of Florida. A final decree was issued and the case was closed. As a result
of the bankruptcy the Company reversed $871,302 of accounts payable which were
recorded prior to the acquisition date of Quest. Accordingly, the reversal of
accounts payable have been treated as an adjustment to the purchase price of
Quest and such amount was recorded as an increase to additional paid-in capital
then reclassed to accumulated deficit.

          For financial statement purposes the spin-out of Globalbot was
recorded on the date of the reverse acquisition

          On May 28, 2002, Markland Technologies, Inc. (the "Company") received
a Notice of Default from its senior secured lender, Market LLC, ("Lender")
relating to a Loan and Security Agreement and a related Secured Convertible
Revolving Credit Note ("Note") issued in favor of Lender for, among other
things, the Company's failure to make payments of principal and interest due
under the Note. In addition, as a result of the defaults under the Note, the
Lender declared all outstanding principal and interest under the Note, totaling
$4,213,300 (the "Indebtedness"), to be immediately due and payable. The Lender
had advised the Company that it intended to exercise its right as a secured
creditor in and to all collateral granted to it to secure the Note including,
among other things, all of the issued and outstanding shares of Vidikron of
America, Inc. (the "Vidikron Shares"), a wholly owned subsidiary of the Company
("Vidikron").

         On June 4, 2002, the Company agreed to transfer legal title to the
Vidikron Shares to the Lender in partial satisfaction of the Indebtedness in the
amount of $50,000 pursuant to a Debt Restructuring Agreement among the Company,
Vidikron and the Lender. The amount of the reduction in Indebtedness was
calculated based on the fact that Vidikron was insolvent and its liabilities
exceeded its assets. For financial statement purposes, Vidikron is shown as a
discontinued operation.

         As a result of the aforementioned, the Company no longer retains any
operating subsidiary or has any meaningful operations.


2.        Summary of Significant Accounting Policies

          Basis of presentation

          The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company incurred
losses of $2,460,965, $1,215,137, and $967,529 for the year ended June 30, 2002,
the six months ended June 30, 2001 and the year ended December 31, 2000,
respectively. Additionally, the Company had a working capital deficiency of
$6,905,864 at June 30, 2002. These conditions raise substantial doubts about the
Company's ability to continue as a going concern.

          Management is actively pursuing new debt and/or equity financing and
continually evaluating the Company's profitability. However, any results of
their plans and actions cannot be assured. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


                                      F-8
<PAGE>

          Principles of consolidation

          The Company's consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries. All material inter-company
accounts and transactions have been eliminated in consolidation.

          Use of estimates

          The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

          Cash and cash equivalents

          The Company considers all short-term, highly liquid investments with
an original maturity date of three months or less to be cash equivalents. Cash
and cash equivalents are stated at cost, which approximates fair value.

             Long Lived Assets

             In accordance with SFAS No. 144 "Accounting for Impairment or
Disposal of Long-Lived Assets," the Company includes as a component of income
from continuing operations before taxes on income, the impairment loss on assets
to be held and losses on assets expected to be disposed of.

          Income taxes

          Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus deferred
taxes related primarily to differences between the recorded book basis and tax
basis of assets and liabilities for financial and income tax reporting. The
deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset future federal income taxes.

          Stock-based compensation

          SFAS No. 123, "Accounting for Stock-Based Compensation" permits the
use of either a fair value based method or the method defined in Accounting
Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB
25") to account for stock-based compensation arrangements. Companies that elect
to use the method provided in APB 25 are required to disclose pro forma net
income and earnings per share that would have resulted from the use of the fair
value based method. The Company has elected to continue to determine the value
of stock-based compensation arrangements under the provisions of APB 25 and,
accordingly, has included pro forma disclosures under SFAS No. 123.

                                      F-9
<PAGE>

          Fair value of financial instruments

          The carrying amounts reported in the balance sheet for cash, accounts
payable, accrued expenses, and notes payable approximate fair value based on the
short-term maturity of the instruments.

          Loss Per Common Share

          Net loss per common share is based on the weighted average number of
shaes outstanding. Potential common shares includable in the computation of
fully diluted per share results are not presented in the financial statements as
their effect would be anti-dilutive.

          Recently issued accounting pronouncements

          In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which addresses the financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. In August 2001, the FASB issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which
addresses the financial accounting and reporting for the impairment or disposal
of long-lived assets. The Company will adopt both SFAS No. 143 and SFAS No. 144
on July 1, 2002 and does not expect these Statements to materially impact the
Company's financial statements.

               In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities." This pronouncement is effective
for exit or disposal activities that are initiated after December 31, 2002, and
requires these costs to be recognized when the liability is incurred and not at
project initiation. The Company is reviewing the provisions of this Statement,
but does not expect it to have a material impact on the Company's financial
statements.

         On April 30, 2002, the SEC proposed a disclosure requirement for
companies to include a separately-captioned section regarding the application of
critical accounting policies in the "Management's Discussion and Analysis"
(MD&A) section of annual reports, registration statements and proxy and
information statements. The Application of Critical Accounting Policies section
would encompass both disclosure about the critical accounting estimates that are
made by the company in applying its accounting policies and disclosure
concerning the initial adoption of an accounting policy by a company.

         The SEC's proposals define an accounting estimate recognized in the
financial statements as a "critical accounting estimate" if:

       o the accounting estimate requires a company to make assumptions about
         matters that are highly uncertain at the time the accounting estimate
         is made; and

       o different estimates that a company reasonably could have used in the
         current period, or changes in the accounting estimate that are
         reasonably likely to occur from period to period, would have a material
         impact on the presentation of a company's financial condition, changes
         in financial condition or results of operations.

The proposals would also require the following information in the MD&A section:

       o A quantitative discussion of changes in line items in the financial
         statements and overall financial performance if the company were to
         assume that the accounting estimate were changed, either by using
         reasonably possible near-term changes in certain assumption(s)
         underlying the accounting estimate or by using the reasonably possible
         range of the accounting estimate;

       o A quantitative and qualitative discussion of any material changes made
         to the accounting estimate in the past three years, the reasons for the
         changes, and the effect on line items in the financial statements and
         overall financial performance;

                                      F-10
<PAGE>

       o A statement of whether or not the company's senior management has
         discussed the development and selection of the accounting estimate, and
         the MD&A disclosure regarding it, with the audit committee of the
         company's board of directors;

       o If the company operates in more than one segment, an identification of
         the segments of the company's business the accounting estimate affects;
         and

       o A discussion of the estimate on a segment basis, mirroring the one
         required on a company-wide basis, to the extent that a failure to
         present that information would result in an omission that renders the
         disclosure materially misleading.

The proposals also would include a requirement that companies update this part
of the required disclosure to show material changes in their quarterly reports.

3.        Line of Credit

          Pursuant to the Debt Restructuring Agreement the parties agreed that
after the $50,000 reduction resulting from the transfer of the Vidikron Shares
the balance of the Indebtedness to Lender totaled $4,163,300 as evidenced by an
Amended Note. The Debt Restructuring Agreement also provided as follows:

         (a) the annual interest rate accruing on the Amended Note from and
             after June 4, 2002 shall be six (6%) percent per annum;
         (b) the maturity date of the Amended Note shall be extended to
             December 31, 2002; and
         (c) Lender shall defer its previously announced plan to foreclose on
             the collateral securing the repayment of the Indebtedness (other
             than the Vidikron Shares) and retain its liens on the Company
             assets to secure repayment of the Indebtedness.

The balance of the line of credit (including accrued interest) was $4,171,437 at
June 30, 2002.

4.        Notes payable

          Notes payable of $1,367,027 due to James, LLC bears interest at 8% per
annum. Principal and interest payments are due on December 31, 2002. The note is
convertible into shares of common stock of the Company at a conversion price for
each share of common stock equal to the current market price on the date of
notice of conversion.

5.        Stockholders' deficit

          Preferred stock

          The Company is authorized to issue five million shares of no par value
preferred stock which may be issued in series with such designations,
preferences, stated values, rights, qualifications or limitations as determined
by the Board of Directors.


                                      F-11
<PAGE>

          Summary

          A summary of the status of the Company's stock option awards as of
June 30, 2002, 2001, 2000 and 1999, and the changes during the periods then
ended are presented below:


                                            Stock Options

                                                  Weighted
                                                   Average
                                                  Exercise
                                     Shares         Price     Exercisable
                                  ------------    ----------  ------------

  Outstanding - June 30, 1999:        2,200     $   18.00         2,200
    Granted                             289     $   42.40           289
    Canceled                           (625)    $   42.40          (625)
                                  ------------    ----------  ------------
  Outstanding  - June 30, 2000        1,864     $   18.00         1,864
    Expired                          (1,864)    $   18.00        (1,864)
                                  ------------    ----------  ------------
  Outstanding - June 30, 2001             -     $       -             -
                                  ============    ==========  ============
  Outstanding - June 30, 2002             -     $       -             -
                                  ============    ==========  ============

6.        Income taxes

          A   reconciliation   of  the  U.S.   statutory   federal  income  tax
rate  to  the  effective  tax  rate  follows  for  the following periods:

<TABLE>
<CAPTION>


                                                         Six Months
                                      Year Ended            Ended                Year Ended
                                    June 30, 2002       June 30, 2001          December 31, 2000
                                  -----------------   ------------------    ------------------------

    <S>                                 <C>                  <C>                        <C>
    U.S. statutory
     federal rate                       35%                  35%                        35%

   Net operating loss for which
   no tax benefit is currently
        available                      (35%)                (35%)                      (35%)
                                  -----------------   ------------------    ------------------------
                                         -                    -                          -
                                  =================   ==================    ========================
</TABLE>


          At June 30, 2002, deferred taxes consisted of the following:

          Deferred tax assets,
          Net operating loss..................  $  2,000,000
          Valuation allowance.................    (2,000,000)
                                                -------------
          Net deferred taxes............        $      -
                                                =============

                                      F-12
<PAGE>

          The valuation allowance offsets the net deferred tax asset for which
there is no assurance of recovery. The net operating loss carryforward expires
in 2020.

          The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the deferred tax asset
will be realized. At that time, the allowance will either be increased or
reduced; reduction could result in the complete elimination of the allowance if
positive evidence indicates that the value of the deferred tax assets is no
longer impaired and the allowance is no longer required.

          Should the Company undergo an ownership change as defined in Section
382 of the Internal Revenue Code, the Company's tax net operating loss
carryforwards generated prior to the ownership change will be subject to an
annual limitation which could reduce or defer the utilization of these losses.


7.    Commitments and contingencies

      Litigation

         The Company is party to legal proceedings that arise in the ordinary
course of business. The Company does not believe that these lawsuits will,
individually or in the aggregate, have a material adverse effect on our
business, financial condition or results of operation.

8.       Discontinued Operations

         The operating results of discontinued operations are as follows:

<TABLE>
<CAPTION>

                                                              Six Months
                                        Year Ended              Ended                     Year Ended
                                       June 30, 2002         June 30, 2001            December 31, 2000
                                    ------------------     ------------------        ---------------------
<S>                                 <C>                    <C>                       <C>
           Revenues                 $      1,887,927       $      2,177,037          $       6,727,577

           Loss from
           discontinued operations  $     (3,259,421)      $     (1,197,139)         $       (967,529)

</TABLE>

All of the Company's interest expense has been allocated to discontinued
operations based upon the debt balance attributable to those operations.


                                      F-13
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         In  November  2000  we  dismissed  the   accounting   firm  of
Cordovano & Harvey P.C., as our independent  certified public  accountants.  Our
lack of  working  capital  prevented  us from  retaining  Cordovano  & Harvey to
complete our June 2000 audit.  Our new majority  stockholder at the time,  James
LLC,  agreed to provide  the  auditing  firm of  Feldman  Sherb & Co.,  P.C.  to
complete the audit.

         During our two most recent fiscal years, and the interim period
preceding the date of termination, the reports of Cordovano & Harvey contained
no adverse opinion or disclaimer of opinion, nor were they modified as to
uncertainty, audit scope, or accounting principles.

         The  decision to dismiss  Cordovano & Harvey and retain  Feldman
Sherb & Co. was  approved of by our board of  directors at a November 2, 2000
meeting.

         Additionally, during our two most recent fiscal years, and the interim
period preceding the date of termination, there were no disagreements with
Cordovano & Harvey on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which
disagreement(s), if not resolved to the satisfaction of Cordovano & Harvey,
would have caused it to refer to the subject matter of the disagreement(s) in
connection with its report.


            Feldman Sherb & Co., P.C., a professional corporation of certified
public accountants ("Feldman") was the independent accounting firm for Markland
Technologies, Inc., a Florida corporation (the "Company"), for the six months
ended June 30, 2001 the years ended December 31 2000 and 1999 and the ten month
ten day period ended May 10, 2002. The report of Feldman on the 2001 and 2000
consolidated financial statements of Registrant contained no adverse opinion,
disclaimer of opinion or modification of the opinion except that their report on
the 2001 financial statements contains an explanatory paragraph that states that
"the accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has incurred
losses in each of the last two fiscal years and as more fully described in Note
2, the Company anticipates that additional funding will be necessary to sustain
the Company's operations through the fiscal year ending June 30, 2001. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty."

            Feldman was merged into Grassi & Co., CPA's, P.C., ("Grassi") and
the principal accountants who had been responsible for the Company's audit
during the six months ended June 30, 2001 and the years ended December 31, 2000
and 1999 left and started their own firm called Sherb & Co., LLP ("Sherb"). As a
result, on May 11, 2002, the Company dismissed Grassi and selected Sherb to
serve as independent public accountants for the fiscal year 2002.

            During the two most recent fiscal years and through May 10, 2002,
Registrant has not consulted with Sherb regarding the application of accounting
principles to a specific or contemplated transaction. Neither the Company nor
anyone on its behalf consulted with Sherb regarding the type of audit opinion
that might be rendered on the Company's financial statements or any matter that
was the subject of a disagreement or event as defined at Item 304(a)(2) of
Regulation S-B.

            The decision to change accountants was recommended and approved by
the board of directors of the Company. During the period from January 1, 1999 to
May 10, 2002, and through the date of this report, there were no disagreements
with Feldman on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Feldman, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports on the Company's financial statements as described on Item
304(a)(1)(iv)(A). In addition, there were no such events as described under Item
304(a)(1)(iv)(B) of Regulation S-B during such periods.

            On September 20, 2002, the Company has provided Grassi, with a copy
of the disclosures it is making herein in response to Item 304(a) of Regulation
S-B, and has requested that Grassi provide its response letter, addressed to the
United States Securities and Exchange Commission, pursuant to Item 304(a)(3) of
Regulation S-B, stating whether it agrees with the statements made by the
Company and, if not, stating the respects in which it does not agree. A copy of
Grassi's letter is attached as an exhibit to this Current Report on Form 8-K.



                                    PART III

ITEM 9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND CONTROL  PERSONS;
         COMPLIANCE  WITH SECTION  16(A) OF THE EXCHANGE ACT.

         The following table sets forth certain information concerning our
directors and executive officers:

                   Name           Age     Term         Position

            Lawrence Shatsoff      48      2002     President and Director
            David E. Danovitch     40      2002     Secretary and Director


         Our directors hold office until the next annual meeting of stockholders
and the election and qualification of their successors. Officers serve at the
discretion of the board of directors. Until we encountered cash flow problems,
outside directors were compensated $150 for every board of director meeting they
attended.


Lawrence Shatsoff.

         Mr.  Lawrence  Shatsoff,  48, is our  President  and a  director.
Prior to becoming  President of Markland,  Mr. Shatsoff served from June 2000 to
June  2001  in  various  executive  capacities  and  as a  director  of  LecStar
Corporation (formerly Corzon, Inc.), a telecommunications  company. From 1995 to
2000, Mr.  Shatsoff was the vice president and chief  operations  officer of DCI
Telecommunications, Inc. Mr. Shatsoff, graduated in 1975 from Rider College with
a bachelor of science degree in Decision  Sciences and Computers.  Mr.  Shatsoff
has been a director of HomeCom  Communications,  Inc.,  a publicly  held company
since November 2001.

David E. Danovitch.

         Mr. David E. Danovitch, 40, is our Secretary and a director. Since
January 2000, he has been a senior partner of NewWest Associates, LLC, an
international consulting firm, and Del Rey Investments, LLC, a merchant banking
firm, both based in New York, New York. From January 2000 to present, Mr.
Danovitch was a managing director of Cambridge Partners, a merchant banking
firm. From 1995 to 1997, he was a founding principal of Snowden Capital, Inc., a
New York City-based investment banking firm. Mr. Danovitch is an attorney and
member of the District of Columbia, Massachusetts and New York bars. He holds an
bachelor of arts from Kenyon College, a juris doctor from Suffolk University Law
School and an L.L.M. in taxation from Boston University School of Law. Mr.
Danovitch also has been a director of Imaging Diagnostic Systems, a
publicly-held company, since November 2000.

                                       7
<PAGE>

Compliance With Section 16(a) of the Securities Act of 1934.

         Based upon our review of forms filed by directors, officers and certain
beneficial owners of our common stock pursuant to Section 16 of the Securities
Exchange Act of 1934, as amended, we have identified the following Form 3
filings that were, or will be, filed late by the Section 16 reporting persons
during the fiscal year 2001:

        o        James LLC (1 late report)
        o        Markland LLC (1 late report)
        o        Lawrence Shatsoff (1 late report)
        o        David E. Danovitch (1 late report)

ITEM 10. EXECUTIVE COMPENSATION

         Mr.  Lawrence  Shatsoff,  who became our  president  in June 2001,  has
entered  into an  informal  agreement  with  Markland whereby he is paid
$120,000 per year.

         The following table, qualified by the two explanatory paragraphs above,
shows the compensation received by our current and past chief executive officers
for the past fiscal year.

<TABLE>
<CAPTION>

                                 Annual Compensation       Long-Term Compensation
                                ----------------------    ---------------------------
                                                                        Securities/
Name and Principal     Year               Other Annual    Restricted    Underlying
Position               Ended    Salary    Compensation    Stock Awards  Option / SARs

<S>                  <C>       <C>                           <C>            <C>
Lawrence Shatsoff,   6/30/02   $120,000                       N/A           N/A
President & director

</TABLE>

Equity Incentive Plan.

As of June 30, 2002, management finalized an incentive stock option plan, which
was delivered and approved by the stockholders following approval by the board
of directors.

         As of June 30, 2002, we had no options to purchase common stock
outstanding.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information as of September 15, 2002,
being the most recent practicable date, regarding our common stock that was
beneficially owned by:

        o        each of our current directors and directors;

        o        all of our current directors and executive officers as a group;
                 and

        o        each person or entity that beneficially owned, directly or
                 together with affiliates, more than 5% of our common stock. The
                 5% threshold was based on information available to us and based
                 upon a review of statements filed with the Securities and
                 Exchange Commission pursuant to the Securities Act.

                                       8
<PAGE>

         We believe each person or entity listed has sole voting and investment
power over the shares beneficially owned by them. Unless otherwise indicated,
the address of each person or entity listed below is c/o Markland Technologies,
Inc., 49 Qunnipiac Avenue, Unit H, North Haven, CT 06473.

<TABLE>
<CAPTION>

                                                                          % of
                                                        Number       Outstanding of
                                                       of Shares       Beneficial
                                                        Owned        Shares of Common
Name and Address of Owner          Positions Held    Beneficially         Stock
-------------------------          --------------    ------------    ----------------
<S>                                                   <C>                  <C>
Markland LLC                       Stockholder        254,911,356          85.0%
c/o Harbour House
2d Floor, Waterfront Drive
P.O. Box 972, Road Town
Tortola, British Virgin Islands

James LLC.                         Stockholder         44,420,250         14.8% (1)
c/o Citco Trustees (Cayman) LTD.
Corporate Centre, West
Bay Road, PO Box 31106 SMB Grand Cayman,
Cayman Islands, BWI.

Lawrence Shatsoff                  President & director         0            0%

David E. Danovitch                 Secretary & director         0            0%

All officers and directors                                      0            0%
as a group
</TABLE>


(1) The beneficial ownership disclosure above for James LLC does not include
common stock issuable by us from the conversion of approximately $1,000,000
remaining principal balance of a $3,500,000 promissory note executed by us in
favor of James LLC. The terms of the promissory note allow James LLC to convert
only to the extent that we are able to accommodate such election by the issuance
of available common stock. Currently, we have 299,909,179 shares of common stock
outstanding, and are authorized to issue 300,000,000. Hence, a conversion by
James at present is impracticable. However, we intend to amend shortly our
articles of incorporation to effect an increase in the common stock authorized
for issuance.

Except as indicated above, based on information provided by such stockholders,
the stockholders named in the table above have sole voting power and investment
power with respect to all shares of common stock shown beneficially owned by
each of them.

Percentage of ownership is based on 299,909,179 shares of common stock
beneficially owned or outstanding as of October 15, 2001, plus any options of
each person that are exercisable within 60 days. Shares of common stock subject
to stock options that are exercisable within 60 days of June 30, 2001 are deemed
outstanding for computing the percentage of that person and the group.

                                       9
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In July 2001, James LLC elected to convert $2,500,000 of the principal
amount of the $3,500,000 promissory note, together with $125,000 accrued
interest, into shares of our common stock. Pursuant to James LLC's conversion
election, we issued 43,750,000 shares of our common stock.

         On September 19, 2001, Markland assumed all of Vidikron's rights and
obligations under the Market LLC $3,500,000 revolving credit facility by
entering into an Amendment and Assignment and Assumption Agreement with Market
LLC. Under the terms of the assignment and assumption agreement, the revolving
credit line available to us was increased from $3,750,000 to $4,500,000.
Borrowings under the revolving credit line are secured by our accounts
receivables and those of Vidikron, as well as by a second lien security interest
in the outstanding capital stock of Vidikron.

         Quest Net issued 10 shares of its Series B convertible preferred stock
to Markland, LLC in connection with the acquisition of Vidikron of America, Inc.
The preferred stock was convertible into approximately 85% of our outstanding
common stock, on a non-diluted basis upon the effectiveness of a reverse stock
split of our outstanding common stock. The reverse stock split was effective
June 21, 2001. The automatic conversion resulted in our issuance of an aggregate
of 254,911,356 shares of our common stock to Markland, LLC on that date.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Reports on Form 8-K:

Current Report on Form 8-K filed June 11, 2002 with the Securities and Exchange
Commission.

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

Current Report on Form 8-K/A filed on July 18, 2001 with the Securities and
Exchange Commission.

(a)      Exhibits

Exhibit                                         Description

10.1     Debt Restructuring Agreement by and among Markland Technologies, Inc.,
         Vidikron of America, Inc. and Market LLC - incorporated by reference to
         our Current Report on Form 8-K, filed with the Commission on
         June 11, 2002.

10.2     Amended Secured Convertible Revolving Credit Note - incorporated by
         reference to our Current Report on Form 8-K, filed with the Commission
         on June 11, 2002.

10.3     Definitive Proxy Statement - incorporated by reference on Form DEF14A
         as filed with the Commission on November 6, 2001.

99.1     * Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
           to Section 906 of the Sarbanes-Oxley Act of 2002.

         * Filed herewith

                                       10
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, Markland Technologies, Inc. has duly caused this annual
report on Form 10-KSB to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                                     MARKLAND TECHNOLOGIES, INC.


October 15, 2002                                 By:      /s/ Lawrence Shatsoff
                                                          ---------------------
                                                          President

In accordance with the Securities Exchange Act, this annual report on Form
10-KSB has been signed below by the following persons on behalf of Markland
Technologies, Inc. and in the capacities and on the dates indicated.

       Signatures                Title                              Date

/s/LAWRENCE SHATSOFF    Director and President(Principal        October 15, 2002
--------------------      Accounting and Financial Officer
Lawrence Shatsoff

/s/ DAVID E. DANOVITCH    Director and Secretary                October 15, 2002
-----------------------
David E. Danovitch


                                       11
<PAGE>


  CERTIFICATIONS FOR FORM 10-K/10-KSB FOR PERIODS ENDING BEFORE AUGUST 29, 2002

         I, Lawrence Shatsoff, certify that:

         1. I have reviewed this annual report on Form 10-K/10-KSB/A of
            Markland Technologies, Inc.

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report.

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.


Date: October 18, 2002

                                                   /s/ Lawrence Shatsoff
                                                       Lawrence Shatsoff
                                                President and Financial Officer

<PAGE>