U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-KSB/A

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

                                       OR

          [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from January 1, 2001 to June 30, 2001

                        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)

                  1413 Chestnut Avenue                        07205
                  Hillside, New Jersey
        (Address of principal executive offices)            (Zip Code)

                    Issuer's telephone number: (908) 810-5632
   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 six months ended June 30, 2001, were $2,177,037.

As of June 30, 2001, 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 $33,846,  based on a closing sales price of $0.06 per share of common
stock on the OTC Bulletin Board.

As of October 15,  2001,  299,909,713  shares of Markland  Technologies'  common
stock were outstanding.

Documents  Incorporated By Reference:  Sections of our information  statement on
Form 14C, filed with the Securities and Exchange Commission on May 24, 2001, for
information requested by Item 4 of Part I in this Form 10-KSB.
<PAGE>

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

                                                                            Page


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

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

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

                           Acquisition of Vidikron of America, Inc........... 1

                           Change of Control................................. 2

                           Board of Directors................................ 2

                           Financing and Credit Agreements................... 2

                           Spin-off of GlobalBot Corp........................ 3

                  HISTORY OF MARKLAND TECHNOLOGIES, INC...................... 3

                           History of Quest Net Corp......................... 3

                           CWTel, Inc........................................ 5

                           Employees......................................... 6

         ITEM 2.           DESCRIPTION OF PROPERTY........................... 6

         ITEM 3.           LEGAL PROCEEDINGS................................. 6

         ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                           HOLDERS........................................... 7

PART II.          ........................................................... 7

         ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                           MATTERS........................................... 7

                           Market for Common Stock........................... 7

                           Holders of Record................................. 8

                           Dividends......................................... 8

                           Recent Sales of Unregistered Securities........... 8

         ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                           OPERATIONS........................................ 9

                           GENERAL........................................... 9

                           Operating History; Continuing Operating Losses.... 10

                           LIQUIDITY AND CAPITAL RESOURCES................... 11

         ITEM 7.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....... 11

         ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                           ACCOUNTING AND FINANCIAL DISCLOSURE............... 12

                                       i
<PAGE>

PART III.         ........................................................... 12

         ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                           CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
                           OF THE EXCHANGE ACT............................... 12

         ITEM 10.          EXECUTIVE COMPENSATION............................ 13

         ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                           AND MANAGEMENT.................................... 14

         ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.... 15

         ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.................. 16




                                       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

Acquisition of Vidikron of America, Inc.

         Quest  Net Corp. is a Florida corporation. On March 15, 2001, the board
of  directors  of  Quest  Net  Corp.  approved  the  acquisition  of  all of the
outstanding  capital  stock of  Vidikron  of  America,  Inc.,  a  privately-held
Delaware corporation. The acquisition was also approved by both Vidikron's board
of directors and by Markland  LLC, Vidikron's sole stockholder.  The acquisition
was  effected  pursuant  to an  Exchange  Agreement  and Plan of  Reorganization
executed  on March 16,  2001.  Vidikron  merged  into Quest Net,  with  Vidikron
surviving as a  wholly-owned  Delaware  subsidiary  of Quest Net. As a result of
this acquisition,  Quest Net, through Vidikron, is a marketer and distributor of
high-end projection systems and support accessories for the consumer markets.

         Quest  Net  acquired Vidikron in a stock-for-stock transaction in which
Quest Net issued to  Vidikron's  sole  stockholder,  Markland  LLC, 10 shares of
Quest Net's Series B convertible  preferred stock,  which, after conversion into
common stock,  resulted in Markland LLC owning  approximately 85% of Quest Net's
outstanding  common stock, on a non-diluted  basis.  The  consideration  paid to
Markland  LLC was based on the  then-current  fair  market  value of Quest Net's
common stock.  The terms of the  transaction  were  determined  in  arms'-length
negotiations.

         As  part  of  the transaction, both the board of directors of Quest Net
and holders of a majority  of Quest  Net's  outstanding  common  stock  executed
written consents and voted to amend Quest Net's articles of incorporation to:

        o   increase  the number of shares of Quest Net common stock  authorized
            for issuance,  from 50 million to 300 million;

        o   change  Quest  Net's  name  from  "Quest  Net  Corp."  to  "Markland
            Technologies, Inc."; and

        o   effect a reverse split of Quest Net's common stock whereby Quest Net
            would exchange one share of Quest Net common stock  for  each 40  or
            fewer shares of Quest Net common stock then issued and outstanding.

         The  name  change,  the  increase  in  authorized  common stock and the
reverse  stock split were  effective  June 21, 2001. A Schedule 14C  information
statement  describing  these events was filed with the  Securities  and Exchange
Commission on May 24, 2001, and mailed to our stockholders.

         Any  reference in this transition report to Quest Net is to the company
that existed before the  acquisition  of Vidikron of America,  Inc. and the name
change to  "Markland  Technologies,  Inc." Any  reference  to Vidikron is to the
entity that Quest Net  acquired  and that is now a  wholly-owned  subsidiary  of
Markland Technologies,  Inc. Otherwise, any use of the words "our," "we" or "us"
refers to the  entity  formerly  known as Quest  Net  Corp.  and is now known as
Markland Technologies, Inc., unless the context requires a different meaning.

         The  share  figures  in  this  transition  report have been adjusted to
reflect the 40-for-1 reverse stock split of our common stock.

                                       1
<PAGE>

Change of Control.

         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.

Board of Directors.

         As  part of Quest Net's acquisition of Vidikron, two representatives of
Vidikron,  namely David E. Danovitch and James  Wellnitz,  were appointed to our
board of directors on May 18, 2001 by a written  consent of  directors.  Charles
Wainer  resigned as a board member at that time.  Effective  June 19, 2001,  Mr.
Lawrence  Shatsoff was  appointed to our board of directors.  Additionally,  the
number of  directorships  was expanded from two to three, in accordance with our
bylaws.
         Our board of directors has since elected:

        o   Mr. Lawrence Shatsoff - President, and

        o   Mr. David E. Danovitch - Secretary.

Financing and Credit Agreements.

         As  we  reported in our October 19, 2000 Current Report on Form 8-K, we
executed a  $3,500,000  convertible  promissory  note in favor of James LLC. The
promissory  note matures  December 31, 2001,  and bears  interest at the rate of
eight percent per annum. As of June 30, 2001, we have borrowed  $1,236,911 under
this promissory note.

         Vidikron  of  America,  entered into a credit agreement on February 16,
2001, with Market LLC that provides up to $3.5 million in revolving credit at an
interest rate per annum of 9%.

         On April 2, 2001, Vidikron  entered  into an Amendment to Note and Loan
and Security  Agreement with Market LLC. The amendment was to a loan arrangement
entered  into by the parties on August 5, 1999,  wherein  Market  agreed to make
revolving  credit loans from time to time of up to $2,000,000.  Borrowings under
the loan arrangement were secured by Vidikron's accounts receivables.  Under the
terms of the April 2001  amendment,  the  revolving  credit  line  available  to
Vidikron was increased from $2,000,000 to $3,750,000.

         Subsequent Events.   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  $3,750,000  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.

                                       2
<PAGE>

Spin-off of GlobalBot Corp.

         We  formed  GlobalBot  Corp.  on  September  17,  1998,  as  a  Florida
corporation and a wholly-owned  subsidiary of ours. In May 2000, we sold 200,000
shares of GlobalBot,  representing 20% of all outstanding shares owned by us, to
InfoDotCoza,  Ltd.,  an  unaffiliated  third  party,  for the  sum of  $100,000,
pursuant to a private  sale.  Our board of  directors  approved  the spin-off of
GlobalBot to our  stockholders  in order to give  GlobalBot  the  financial  and
operational flexibility to take advantage of significant growth opportunities in
the  e-commerce  business  as a  separately  traded  company.  We  believe  that
separating the two companies will give GlobalBot  better access to capital,  and
allow  the  investment  community  to  measure  GlobalBot's   performance  as  a
stand-alone company.

         The spin-off, which was  completed in May 2001, was effected by a stock
dividend paid to each holder of record of our common stock.  The spin-off  ratio
was one share of GlobalBot common stock for each four shares of our common stock
owned of record on May 1, 2000.  GlobalBot,  although  80% owned by us until the
completion  of the  spin-off,  was being  operated as a  stand-alone  company by
separate management at a separate location.

         As a result of the spin-off, we and GlobalBot now operate independently
of each other as separate public companies.

                     HISTORY OF MARKLAND TECHNOLOGIES, INC.

History of Quest Net Corp.

         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.

         In  February  2000,  Quest  Net's  president,  Ms.  Rebecca Del Medico,
tendered her  resignation.  As part of the termination  agreement,  she received
$50,000  and the right to 1,250  shares of Quest Net common  stock.  Mr.  Camilo
Pereira,  the chief executive officer of Quest Net at the time, replaced Ms. Del
Medico  as  president.  Quest  Net  also  continued  with  negotiations  for  an
acquisition candidate that would bring in a strong telecommunications  executive
team.

         On February 25, 2000, Quest Net entered into a stock purchase agreement
dated March 1, 2000, to purchase CWTel, Inc. from Charles Wainer, an individual,
for the sum of $1,200,000.  CWTel provides  communication services to commercial
and residential customers.

                                       3
<PAGE>

         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. Wainer and we executed a five-year
employment  agreement whereby he agreed to serve as our president,  at an annual
base salary of $100,000,  with a 20% cost of living increase per annum and 1,250
shares of our common  stock.  Mr.  Wainer was also  appointed  as interim  chief
executive  officer and director.  At the same time, Victor Coppola resigned from
our board.

          Mr. Wainer  resigned as president and director effective May 18, 2001.
All our  obligations  under the employment agreement have been satisfied.

         As of June 30, 2001,  we  are  in  default for  the  first  and  second
payments  under the purchase  agreement,  and Mr.  Wainer and we are  conducting
settlement discussions.

         Mr. Camilo Pereira  resigned  in  March 2000 as chief executive officer
and  chairman of the board for personal and health reasons.

         In  March  2000,  Quest  Net rescinded its purchase of shares of Africa
Internet Corp., for which it had previously paid $200,000 of the purchase price.
Pursuant to the rescission agreement dated March 5, 2001, Quest Net was returned
2,432,778  shares that it had previously  issued for the  acquisition.  In turn,
Quest Net paid a cancellation  fee of $100,000.  The balance of the cash portion
owed to Quest Net has been  transferred  to  Internet  Strategy  Group,  Ltd. as
payment for past due consulting fees.

         Effective March 13, 2000, Quest Net acquired all the outstanding shares
of  common  stock  of  Parputt  Enterprises,  Inc.,  a Nevada  corporation.  The
acquisition was effected pursuant to an Agreement and Plan of Merger dated March
13, 2000 between Quest Net and Parputt.  Parputt was merged into Quest Net, with
Quest  Net  being  the  surviving  entity.  Quest  Net  acquired  Parputt  in  a
stock-for-stock transaction in which Quest Net issued 6,875 shares of its common
stock in  exchange  for  500,000  shares of  Parputt  common  stock  issued  and
outstanding.

         The  agreement  was  adopted  by  the unanimous consent of the board of
directors of Parputt and approved by the unanimous  consent of its  shareholders
on March 13, 2000.  The agreement  was adopted by the  unanimous  consent of the
board of directors of Quest Net on March 13, 2000.  Pursuant to Florida law, the
consent  of the  stockholders  of  Quest  Net was not  required.  The  officers,
directors   and by-laws of Quest Net continued  without  change as the officers,
directors and by-laws of the successor entity.

         In evaluating Quest Net as a candidate for the proposed merger, Parputt
used  criteria  such as the  value of the  assets  of Quest  Net,  its  business
operations,  plan of operation,  the demand for wireless Internet service, Quest
Net's current business operations and anticipated  operations,  as well as Quest
Net's business name and reputation.  Parputt  determined that the  consideration
for the merger was reasonable.

         In March 2000,  Quest  Net entered into a two-year consulting agreement
with  Internet  Strategy  Group Ltd. for a  consulting  fee of $20,000 per month
during the first year and $24,000  during the second  year plus 1,500  shares of
its common stock  annually,  to be issued every  quarter in advance.  Mr. Camilo
Pereira is an employee of Internet  Strategy Group Ltd.  Internet Strategy Group
Ltd. was to perform consulting and advisory services on Quest Net's behalf on an
as-needed  basis,  not to exceed 60 hours per months.  Its duties  consisted  of
providing  advice and  consultation  with respect to all matters  relating to or
affecting the telecommunications  business. The agreement was terminated in July
2000 due to Quest Net's  inability to pay the  consulting  fees.  No shares were
issued pursuant to the agreement.

                                       4
<PAGE>

         During  the third quarter of 2000, there was a substantial reduction in
the  sales  department of Quest Net. Quest Net terminated the employment of both
its former executive vice president, Mr. Paul Zeller, and of its vice president,
Thomas Magill, shortly thereafter.

         In addition, Quest Net terminated the services of George Elia, director
of its  investor  relations  department,  when he  refused to  cooperate  with a
Securities and Exchange  Commission  inquiry.  See Item 3 "Legal  Proceedings --
Securities and Exchange  Commission." John Scafidi,  Quest Net's chief financial
officer,  resigned in May 2000.  Julian Cantillo and Richard Zaden resigned from
the  board of  directors  in June  2000 and  September  2000,  respectively.  In
November  2000,  David Block  resigned from the board of  directors.  Mr. Wainer
remained  as the  sole  director  and  officer  until  Quest  Net's  March  2001
acquisition of Vidikron.

         Subsequent  to  Mr.  Wainer's  becoming president, staff and management
were scaled down further,  and Quest Net moved to its new  facility.  During the
move, it was discovered that equipment valued at approximately $655,000 had been
lost or stolen  from  Quest  Net's  warehouse.  After  several  meetings  and an
investigation  by the  board of  directors,  Quest  Net  decided  that it should
proceed  with a claim under its  insurance  policy.  No claim was ever filed and
subsequently the insurance was cancelled for non-payment.  Quest Net has written
off those assets on its balance sheet.

         Quest Net  spent  approximately  $200,000  for  advertising for its new
$9.95  unlimited  internet  dial-up but did not attract a substantial  number of
clients. Although Quest Net experienced growth in its customer base, that growth
was far less than originally  anticipated.  In November 2000, Quest Net sold its
dial-up  Internet  access  business to an  unaffiliated  third party for $25,000
because it could no longer afford to maintain its dial up lines.

         Until September 1, 2000, Quest Net had  four working subsidiaries, each
with its own market and  customer  base.  Quest Net sold  dial-up and  dedicated
Internet access services  through IPQuest Corp. and wireless  Internet  services
through Quest Wireless Corp. In addition,  Quest Net provided  Internet content,
e-commerce and search engine  development  through GlobalBot Corp., and provided
international long distance phone services through CWTel, Inc.

         In  November  2000, Quest Net sold its dial-up Internet access business
to an unaffiliated third party because it could no longer afford to maintain its
dial up  lines.  In  addition,  Quest  Net  consolidated  the IP Quest and Quest
Wireless  operations  with the  operations  of CWTel in order to conserve  Quest
Net's cash and other  resources.  In the second  quarter of 2001,  we decided to
cease all operations of CWTel, and to file a petition for relief under Chapter 7
of the Federal  bankruptcy  laws. As of June 30, 2001, we have not yet filed for
bankruptcy on behalf of CWTel.

CWTel, Inc.

         CWTel, Inc. was incorporated in February 1998 as a Florida corporation.
CWTel  offers  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  transports  the  service to end users through a digital wireless
connection;  these  wireless  systems are placed in the  rooftops of  commercial
buildings  using fixed wireless  point to point  transmitters.  This  technology
allows CWTel to avoid using the services of local incumbent  telephone companies
to complete the last mile  connection,  thus  yielding  great  savings to CWTel,
which are passed on to its customers.

                                       5
<PAGE>

         CWTel's  technology  uses  a  two-foot  rooftop  dish  that  is  easily
concealed  within the roof of a building,  a 5.8  gigaherz  transceiver  that is
capable of transmitting up to 24megabytes of bandwidth and up to 48 conventional
voice calls  simultaneously for a distance of up to 45 miles. Other transceivers
allow  for more  bandwidth  to  shorter  distances,  the 45  megabyte  unit will
transmit up to 15 miles and the 100 megabyte unit up to 5 miles.

         Due  to  the  nature  of  the  local  dial  tone  service  and the high
availability   needed  to  provide  such  services,   CWTel  uses   conventional
uncompressed  T-1's on their  transceivers  instead of compressed  Voice Over IP
protocol. This technology is also known as wireless fiber.

         CWTel  markets these services to commercial buildings in the tri-county
area of South Florida;  the rates offered to the end users are approximately 50%
lower than  BellSouth,  the local telephone  provider.  Long distance prices are
very  competitive  compared  to other  carriers  and the  available  casual dial
providers (1010XXX).

         CWTel has installed and maintained seven so called smart buildings (two
other  buildings were installed but have since  cancelled  their  services).  In
addition,  CWTel  has  pending  contracts  for  eleven  new  buildings.  Due  to
improvements  in technology and our lack of funds to purchase  equipment,  CWTel
has not been able to complete these installations.

         Over  the  course  of the fiscal year, CWTel has 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,
effective immediately.

         Subsequent Events

         In August 2001, we discontinued the operations of CWTel, and are making
arrangements   for  the  distribution  of  its  assets  and  assumption  of  its
liabilities in connection with its  dissolution.  As of June 30, 2001, CWTel has
not yet  filed  for  bankruptcy.  As of June  30,  2001,  Vidikron  is our  sole
operating subsidiary.

Employees.

         As of June 30, 2001, 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. We believe that the relationship we
have with our employees is healthy and stable.

ITEM 2.  DESCRIPTION OF PROPERTY

         Our corporate offices are at 1413 Chestnut Avenue, Hillside, New Jersey
07205,  which we share with Vidikron.  Vidikron  executed a five-year  lease for
approximately  29,000  square feet of office  space from an  unaffiliated  third
party for $6,094 per  month.  The  monthly  rental  fee  increases  to $6,500 on
November  1, 2001;  to $7,313 on  November  2, 2003 and to $7,719 on November 1,
2004.  This lease  expires in October  2005.  We believe  that this  facility is
adequate for our current and reasonably foreseeable future needs.

                                       6
<PAGE>

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, 2001,  we have no knowledge of the extent of the  investigation  or its
likely outcome.

         On  March 21, 2001 Vidikron S.R.L.,  an  Italian  corporation,  filed a
lawsuit against Vidikron of America, Inc., in the Supreme Court of the County of
New York,  New York County.  Vidikron  S.R.L.  is involved in the production and
sale of high-end projection televisions,  and is a subsidiary of Projectavision,
Inc.,  a Delaware  corporation.  Vidikron  of  America,  Inc.  was  created as a
subsidiary  of Vidikron  Industries,  the  predecessor  corporation  of Vidikron
S.R.L. Vidikron of America, Inc. was sold in 1998 to third parties. The sale was
evidenced by an instrument wherein Vidikron of America, Inc. acknowledged a debt
to Vidikron  S.R.L.  of  $376,888.  Vidikron of America,  Inc. is alleged to owe
Vidikron S.R.L. an additional  $196,697.13,  being the amounts from January 1999
to the date of the complaint.  According to the complaint,  the amounts owed are
for projection televisions and related items sold to Vidikron of America and for
which Vidikron  never paid.  Vidikron of America denies that it owes any amounts
and is defending this action.

         In addition, we or Vidikron 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.

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

         The information required by this Item 4 is contained in our information
statement on Form 14C, filed with the Securities and Exchange  Commission on May
24, 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."  Previously  and until June 21, 2001,  our common stock had traded under
the symbol "QNET."

         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.

                                       7
<PAGE>


                                                                  Price
                                Quarter Ended:             High           Low
Fiscal Year 1999:
March 1999................  March 30, 1999                $377.50        $190.00
June 1999.................. June 30, 1999                 $545.00        $157.50
September 1999............. September 30, 1999            $300.00        $122.50
December 1999.............. December 31, 1999             $182.50         $57.50

Fiscal Year 2000:
March 2000................. March 30, 2000                $187.50         $70.00
June 2000.................. June 30, 2000                  $80.00          $3.40
September 2000............. September 29, 2000              $6.60          $3.85
December 2000.............. December 31, 2000               $3.24          $0.40

Fiscal Year 2001
March 2001................. March 30, 2001                $  0.68          $0.48
June 2001.................. June 29, 2001                 $  0.40          $0.05

Holders of Record.

         As  of June 30, 2001, there were approximately 500 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.

Recent Sales of Unregistered Securities.

         During our fiscal year 2001, we issued  the  following  securities that
were not registered under the Securities Act of 1933.

                                       8
<PAGE>

         In  May  2001,  we  completed  our  spin-off  of  GlobalBot, one of our
subsidiaries.  The spin-off was effected by a stock dividend paid to each holder
of  record  of  Markland  common  stock.  The  spin-off  ratio  was one share of
GlobalBot  common  stock for each four shares of Markland  common stock owned of
record on May 1, 2000. The shares were issued to our stockholders in reliance on
the exemption from registration  provided by Section 4(2) of the Securities Act,
as a transaction by an issuer not involving a public offering.

         On  October  16,  2000, Quest Net issued to James LLC 647,500 shares of
its common stock. The shares were issued as partial settlement of a lawsuit that
was filed against Quest Net on May 5, 2000 in the United States  District Court,
Southern  District of New York,  by James LLC. In addition to issuing the common
stock,  we  executed  a  promissory  note in the  principal  sum of  $3,500,000,
maturing  December 31, 2001,  and bearing  interest at the rate of eight percent
per annum.  The shares were issued under Section  3(a)(10) of the Securities Act
of 1933.

         As part of our acquisition  of Vidikron of America, Inc., Markland LLC,
Vidikron's  sole  stockholder,   received  ten  (10)  shares  of  our  Series  B
convertible  preferred stock,  which were convertible into  approximately 85% of
the outstanding common stock of Markland  Technologies,  Inc. on a fully diluted
basis. On June 21, 2001, pursuant to the filing of our Amendment to the Articles
of Incorporation,  we effected a 40-for-1 reverse stock split in the outstanding
shares of our common stock; concurrently, all outstanding shares of our Series B
Preferred Stock automatically converted into 254,911,356 shares of common stock,
which were issued to Markland LLC in reliance on the exemption from registration
provided by Section 4(2) of the  Securities  Act, as a transaction  by an issuer
not involving a public offering.

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

GENERAL

         We  historically  have  been  primarily  engaged  in providing Internet
connectivity   and  the  development  of  Internet  tools  for  individuals  and
companies.  Presently, through its wholly owned subsidiary, Vidikron of America,
Inc.,  it is engaged in the marketing and  distribution  of high-end  projection
systems and support accessories primarily to the consumer market.

         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 has been
accounted  for as a  reverse  acquisition  as a  recapitalization  of  Vidikron,
pursuant to which  Vidikron  is treated as the  continuing  entity.  Vidikron is
currently 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.

         Subsequent to the exchange agreement we decided to cease all operations
previously engaged in by Quest Net, and commenced a spin-off of Globalbot Corp.,
a subsidiary then 80% owned by us, and the filing of a petition for relief under
Chapter 7 of the Federal  bankruptcy laws for CWTel,  Inc., another wholly owned
subsidiary.  As of  June  30,  2001  CWTel  has not yet  filed  for  bankruptcy.
Accordingly  no  adjustment  has been made in the financial  statements  for any
possible effect of a bankruptcy filing.

                                       9
<PAGE>

Operating History; Continuing Operating Losses.

         The  report  of  our  independent  accountants  on  our  June 30,  2001
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.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000
RESULTS OF OPERATIONS (UNAUDITED)

         Net sales amounted to $2,177,037 for the  six  months  ended  June  30,
2001,  compared to $3,267,651  for the six months ended June 30, 2000 a decrease
of $1,090,614  or 50% from the six months ended June 30, 2000.  The decrease was
due to increased  competition in the home theater market and the discontinuation
of several products due to obsolescence .

         Gross  profit  decreased  by  $358,144  or  51% to $704,157 for the six
months ended June 30, 2001,  from  $1,062,301  for the six months ended June 30,
2000.  Gross profit as a percentage  of net revenues  decreased to 32.3% for the
six  months  ended June 30,  2001 from  32.5% for the six months  ended June 30,
2000.

         Selling,  general  and  administrative expenses increased by $68,786 or
5.6% to $ 1,303,314, or 59.8% of net revenues, for the six months ended June 30,
2001, from $1,234,528 or 37.8% of net revenues for the six months ended June 30,
2000.  The  increase  was due to officers  compensation  and  professional  fees
associated with the reverse acquisition.

         Depreciation and  amortization  expense was $515,754 for the six months
ended June 30, 2001  compared to $9,688 for the six months  ended June 30, 2000.
The increase is due to the amortization of license  agreements  acquired in late
2001.

         Interest  expense  increased  to $100,826 for the six months ended June
30,  2001  compared  to $90,000  for the six months  ended June 30,  2000.  This
increase is primarily due to the increase in the  principal  balance of the line
of credit.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999
RESULTS OF OPERATIONS

         Net sales amounted to $6,727,577 for the year ended December  31, 2000,
compared to $8,751,070 for the year ended December 31, 1999.  This  represents a
decrease of  $2,023,493  or 30.1% from the year ended  December  31,  1999.  The
decrease  was due  primarily to  increased  competition  within the home theater
marketplace.

         Gross  profit  decreased by $215,512 or 3.2% to $2,345,610 for the year
ended December 31, 2000,  from  $2,561,122 for the year ended December 31, 1999.
Gross  profit as a percentage  of net  revenues  increased to 34.9% for the year
ended  December 31, 2000 from 29.3% for the year ended  December  31, 1999.  The
increase is due primarily to writedowns of inventory in 1999.

         Selling,  general  and administrative expenses decreased by $669,026 or
9.9% to  $2,921,520,  or 43.4% of net revenues,  for the year ended December 31,
2000,  from  $3,590,546  or 41% of net revenues for the year ended  December 31,
1999.  The decrease is due  primarily to  cost-cutting  measures  instituted  by
management including substantial cuts in payroll.

                                       10
<PAGE>

         Depreciation and amortization expense decreased to $73,126 for the year
ended  December 31, 2000  compared to $409,770  for the year ended  December 31,
1999. The decrease is primarily due to the write off of certain  intangibles for
the year ended December 31, 1999 totaling $400,000.

         Interest  expenses  increased  to  $318,493  for  the  six months ended
December  31, 2000  compared to $147,994 for the six months ended June 30, 2000.
This increase is primarily  due to the increase in the principal  balance of the
line of credit.

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
$6,911,449 and a stockholders'  deficit of $5,316,201,  including an accumulated
deficit  of  $5,346,191  at  June  30,  2001.  Additionally,  the  cash  used in
operations for the six months ended June 30, 2001 totaled $393,360.

         We  have  $975,000  remaining  on  our  Market LLC $4,500,000 revolving
credit line. These and other factors raise a substantial doubt as to our ability
to continue as a going concern.  In order to continue our current operations and
effect our  operation  plan,  we will need to obtain  additional  debt or equity
financing,  or both.  In the event that we are  unable to obtain  debt or equity
financing  or are unable to obtain  financing on terms and  conditions  that are
acceptable, we may have to cease or severely curtail operations.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                              FINANCIAL STATEMENTS



                                      INDEX


                                                                     Page Number



INDEPENDENT AUDITORS' REPORT                                                 F-2

CONSOLIDATED FINANCIAL STATEMENTS:

       Balance Sheet at June 30, 2001                                        F-3

       Statements of Operations for the six months ended June 30, 2001
         and the years ended December 31, 2000 and 1999                      F-4

       Statements of Stockholders' Deficit for the six months ended
         June 30, 2001 and the years ended December 31, 2000 and 1999        F-5

       Statements of Cash Flows for the six months ended June 30, 2001
         and the years ended December 31, 2000 and 1999                      F-6

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


                                       11
<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  (formerly known as Quest Net Corp.) as of
June  30,  2001  and  the  related   consolidated   statements  of   operations,
stockholders'  deficit and cash flows for the six months ended June 30, 2001 and
the years ended December 31, 2000 and 1999.  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, 2001 and the consolidated  results of its operations
and its cash flows for the six months  ended June 30,  2001 and the years  ended
December 31, 2000 and 1999 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, 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.

                                                     /s/Feldman Sherb & Co, P.C.
                                                       Feldman Sherb & Co., P.C.
                                                    Certified Public Accountants

New York, New York
September 20, 2001
                                      F-2





<PAGE>


                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                           CONSOLIDATED BALANCE SHEET

                                  JUNE 30, 2001


                                     ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                                 $   173,568
     Accounts receivable, net of allowance
       for doubtful account of $162,207                            308,415
     Inventories                                                   760,582
     Prepaid expenses                                               25,917
                                                               --------------
         Total Current Assets                                     1,268,482

PROPERTY AND EQUIPMENT                                               81,267

LICENSES                                                          1,490,825

OTHER ASSETS                                                         23,156
                                                               --------------
                                                              $   2,863,730
                                                               ==============

                      LIABLITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                         $     951,298
     Secured line of credit                                       3,522,022
     Notes payable                                                1,236,911
     Liabilities from discontinued operations                     2,145,003
     Accrued expenses                                               201,981
     Accrued warranty                                               122,715
                                                               --------------
         Total Current Liabilities                                8,179,930

STOCKHOLDERS' DEFICIT:
     Preferred stock, no par value; 5,000,000 shares
       authorized; none issued and outstanding                            -
     Common stock, $.0001 par value; 300,000,000 shares
       authorized; 299,909,179 shares  issued and outstanding        29,991
     Accumulated deficit                                         (5,346,191)
                                                               --------------
         Total Stockholders' Deficit                             (5,316,200)
                                                               --------------
                                                              $   2,863,730
                                                               ==============







          See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>

                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                              Six Months Six Months
                                                                                      Years Ended December 31,
                                                Ended               Ended        -----------------------------------
                                              June 30, 2001      June 30, 2000         2000               1999
                                             --------------    ---------------    ----------------   ----------------
                                                                 (Unaudited)
<S>                                       <C>               <C>                <C>                <C>
REVENUES                                  $     2,177,037   $      3,267,651   $       6,727,577  $       8,751,070

COST OF SALES                                   1,472,880          2,205,350           4,381,967          6,189,948
                                            --------------    ---------------    ----------------   ----------------
GROSS PROFIT                                      704,157          1,062,301           2,345,610          2,561,122
                                            --------------    ---------------    ----------------   ----------------
OPERATING EXPENSES
    Selling, general and administrative         1,303,314          1,234,528           2,921,520         3,590,546
    Depreciation and amortization                 515,754              9,688              73,126            409,770
                                            --------------    ---------------    ----------------   ----------------
         TOTAL OPERATING EXPENSES               1,819,068          1,244,216           2,994,646         4,000,316

LOSS FROM OPERATIONS                           (1,114,911)          (181,915)           (649,036)        (1,439,194)

INTEREST EXPENSE, net                            (100,826)           (90,000)           (318,493)          (147,994)
                                            --------------    ---------------    ----------------   ----------------
 NET LOSS                                 $    (1,215,737)  $       (271,915)  $        (967,529) $      (1,587,188)
                                            ==============    ===============    ================   ================
NET LOSS PER COMMOM SHARE -
    BASIC AND DILUTED                     $         (0.00)  $          (0.00)  $           (0.00) $           (0.01)
                                            ==============    ===============    ================   ================
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
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                 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>             <C>
 Balance - January 1, 1999                       254,911,356  $         25,491   $       172,036   $    (361,361)  $       (163,834)

 Net loss                                                  -                 -                 -      (1,587,188)        (1,587,188)
                                              ---------------   ---------------    --------------    ------------    ---------------

 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             4,500        (2,172,036)     (1,214,376)        (3,381,912)

 Net loss                                                  -                 -                 -      (1,215,737)        (1,215,737)
                                              ---------------   ---------------    --------------    ------------    ---------------
 Balance - June 30, 2001                         299,909,179  $         29,991   $             -   $  (5,346,191)  $     (5,316,200)
                                              ===============   ===============    ==============    ============    ===============

</TABLE>





            See accompany notes to consolidated financial statements.

                                       F-5

<PAGE>


                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                     Six months ended            Year Ended December 31,
                                                                       June 30, 2001              2000             1999
                                                                   --------------------      --------------   --------------
<S>                                                               <C>                      <C>              <C>
Cash flows from operating activities
Net loss                                                          $         (1,215,737)    $      (967,529) $    (1,587,188)
                                                                    -------------------      --------------   --------------
Adjustments to reconcile net loss to net cash used in
     operating activities
     Depreciation and amortization                                             515,754              73,126          409,770

     Changes in operating assets and liabilities:
         Accounts receivable                                                   314,112             602,420           21,430
         Inventories                                                           246,317            (511,471)         548,356
         Prepaid expenses                                                       97,220             (98,534)          12,611
         Other assets                                                            7,173             (23,156)          13,333
         Accounts payable                                                     (413,458)             26,756         (208,714)
         Accrued expenses                                                       73,003              17,892           50,838
         Accrued warranty expenses                                             (17,745)           (131,663)          17,540
                                                                    -------------------      --------------   --------------
                                                                               822,377             (44,630)         865,164
                                                                    -------------------      --------------   --------------
Net cash used in operating activities                                         (393,360)         (1,012,160)        (722,024)
                                                                    -------------------      --------------   --------------
Cash flows from investing activities
Disposal of equipment                                                                -                   -          110,772
Purchase of equipment                                                          (23,908)            (31,066)               -
Purchase of licenses                                                                 -                   -          (50,000)
                                                                    -------------------      --------------   --------------
Net cash used in investing activities                                          (23,908)            (31,066)          60,772
                                                                    -------------------      --------------   --------------
Cash flows from financing activities
Repayment of loan from shareholders                                                  -                   -         (279,488)
Secured line of credit                                                         604,050             781,696          888,876
Capital contribution                                                                 -                   -           50,127
Cash overdraft                                                                 (13,214)             13,214                -
                                                                    -------------------      --------------   --------------
Net cash provided by financing activities                                      590,836             794,910          659,515
                                                                    -------------------      --------------   --------------
Net increase (decrease) in cash and cash equivalents                           173,568            (248,316)          (1,737)
Cash and cash equivalents at beginning of year                                       -             248,315          250,052
                                                                    -------------------      --------------   --------------
Cash and cash equivalents at end of period                        $            173,568     $             -  $       248,315
                                                                    ===================      ==============   ==============
Supplemental information Cash paid for:
     Interest Expense                                             $            105,006     $       319,792  $       148,002
     Income tax expense (refund)                                  $              1,040     $         2,612  $       (18,719)

Disclosure of non-cash and financing activities
     Purchase of licenses for accounts payable                    $                  -     $     2,000,000  $             -
     Capital contribution used to pay accounts payable            $          2,000,000     $             -  $             -


</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-6

<PAGE>

                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                   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 Company merged with 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. 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  Company  was a  wholly-owned
          subsidiary of Vidikron Technologies Group, Inc. through August 1999.

          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).



                                       F-7
<PAGE>

                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                   (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.  (Note 7)

          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, 2001 CWTel has not yet filed
          for  bankruptcy.  Accordingly,  no  adjustment  has  been  made in the
          financial  statements for any possible effect of a bankruptcy  filing.
          For financial  statement  purposes  the  spin-out  of  Globalbot   was
          recorded on the date of the reverse acquisition

          The  liabilities of the  discontinued  operations have been classified
          separately in the balance sheet as of June 30, 2001.

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 $1,215,737, $967,529 and $1,587,188 for the
          period  ended June 30,  2001,  and years ended  December  31, 2000 and
          1999,  respectively.  Additionally,  the Company had a working capital
          deficiency  of $6,911,449 at June 30, 2001.  These  conditions  raised
          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.

          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.

                                      F-8
<PAGE>
                 MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Summary of Significant Accounting Policies Continued:

          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.

          Inventories

          Inventories  consisting  of finished  goods are stated at the lower of
          cost (first-in, first-out method) or market.

          Property and equipment

          Property   and   equipment   are  stated  at  cost  less   accumulated
          depreciation.  Depreciation is provided using the straight-line method
          over the estimated  useful lives of the assets,  which is estimated to
          be from three to five years.  Expenditures for repairs and maintenance
          are charged to expense when incurred.  Expenditures for major renewals
          and betterments,  which extend the useful lives of existing equipment,
          are  capitalized  and  depreciated.  Upon retirement or disposition of
          property and equipment,  the cost and related accumulated depreciation
          are  removed  from  the  accounts  and any  resulting  gain or loss is
          recognized in the consolidated statements of operations.

          Leasehold  improvements  are  amortized  over the life of the existing
          lease.

          Licenses

          Licensing   agreements   are   stated   at  cost,   less   accumulated
          amortization.  Amortization is computed using the straight-line method
          over  an  estimated   life  of  two  years  based  upon   management's
          expectations  relating  to the  life  of the  technology  and  current
          competitive market conditions.  The estimated life is reevaluated each
          year based upon changes in these factors.  The Company  evaluates on a
          regular  basis  whether  events and  circumstances  have occurred that
          indicate  that the carrying  amount of  intangible  assets may warrant
          revision.

                                      F-9
<PAGE>
                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Summary of Significant Accounting Policies Continued:

          Long-lived assets

          In the event that facts and circumstances indicate that the cost of an
          asset  may be  impaired,  an  evaluation  of  recoverability  would be
          performed.   If  an  evaluation  is  required,  the  estimated  future
          undiscounted cash flows associated with the asset would be compared to
          the asset's  carrying  amount to determine  if a write-down  to market
          value is required. At June 30, 2001 the Company wrote-off $363,000 due
          to  impairment  of its licensing costs. Management  believes  that the
          balance  of  long-lived  assets in the accompanying  balance  sheet is
          appropriately valued.

          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.

          Revenue recognition

          Revenues  are  recognized  when  goods are  shipped  or  services  are
          performed.

          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-10
<PAGE>

                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Summary of Significant Accounting Policies Continued:

          Fair value of financial instruments

          SFAS 107,  "Disclosure  About  Fair Value of  Financial  Instruments,"
          requires  certain  disclosures  regarding  the fair value of financial
          instruments.  The  carrying  amounts  of  cash,  accounts  receivable,
          prepaid  expenses,  accounts  payable,  accrued  expenses,  and  other
          accrued  liabilities  approximate  fair  value  due to the  short-term
          maturity of the instruments.

          Loss per share

          The Company has adopted SFAS, No. 128, Earnings per Share.  Under SFAS
          128, net loss per share-basic  excludes  dilution and is determined by
          dividing loss available to common shareholders by the weighted average
          number of common shares  outstanding  during the period.  Net loss per
          share-diluted  reflects  the  potential  dilution  that could occur if
          securities and other contracts to issue common stock were exercised or
          converted  into common  stock.  As of June 30, 2001,  and December 31,
          2000 and 1999,  diluted  earnings  per share is not being shown due to
          the fact that those  periods show a net loss and any  conversion  into
          common  stock  would be  anti-dilutive.  Earnings  per  share  for all
          periods  presented are based on  299,895,713  weighted  average common
          shares outstanding,  which includes the number of common shares issued
          in the reverse  acquisition.  There were no common  stock  equivalents
          outstanding for any period presented.

          Concentration of credit risk

          Concentration of credit risk with respect to trade accounts receivable
          is limited as customers  represent a wide variety of companies who are
          dispersed throughout the United States. No one customer accounts for a
          significant   portion  of  the  Company's  trade  accounts  receivable
          portfolio.  As a result,  the Company does not consider itself to have
          any   significant   concentration   risk.   The  Company's   financial
          instruments  consist  primarily  of cash,  which is  invested in money
          market accounts, accounts receivable and accounts payable. The Company
          considers  the book value of these  instruments  to be  indicative  of
          their  respective  fair value.  The Company  places its temporary cash
          investments  with  high  credit  quality  institutions  to  limit  its
          exposure.

          Research and development

          Research  and  product  development  costs are  charged  to expense as
          incurred.  The  company  incurred  $4,534,  $0 and  $27,963 in product
          development  costs for the six months  ended  June 30,  2001 and years
          ended December 31, 2000 and 1999 respectively.

          Shipping and handling costs

          The Company accounts for shipping and handling costs as a component of
          "Cost of Sales".



                                      F-11

<PAGE>

                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


          Summary of Significant Accounting Policies Continued:

          Recently issued accounting pronouncements

          In  1999,  the  Securities  and  Exchange   Commission   issued  Staff
          Accounting Bulletin ("SAB") No. 101 "Revenue  Recognition in Financial
          Statements," which became effective in the fourth quarter of 2000. The
          adoption  of SAB  No.  101  did  not  have a  material  effect  on the
          Company's financial statements.

          The Company has adopted Statement of Financial Accounting Standard No.
          133 ("SFAS No.  133"),  "Accounting  for  Derivative  Instruments  and
          Hedging  Activities"  for the year ended June 30,  2001.  SFAS No. 133
          establishes a new model for  accounting  for  derivatives  and hedging
          activities and  supersedes and amends a number of existing  standards.
          The  application  of the new  pronouncement  did not  have a  material
          impact on the Company's financial statements.

          In March 2000, the Financial  Accounting  Standards  Board issued FASB
          Interpretation No. 44, "Accounting for Certain Transactions  Involving
          Stock Compensation, an Interpretation of APB Opinion No. 25". With the
          exception of certain  provisions  that required  earlier  application,
          this  interpretation  is  effective  for all  applicable  transactions
          beginning  July 1, 2000. The adoption of this  interpretation  did not
          have  a  material  impact  on  the  Company's  consolidated  financial
          statements.

          In 2000,  the Emerging  Issues Task Force  ("EITF") of the FASB issued
          EITF Issue No. 00-2,  "Website  Development  Costs," which established
          guidelines  for accounting  for website  development  costs and became
          effective for quarters  beginning after June 30, 2000. The adoption of
          EITF Issue No. 00-2 did not have a significant effect on the Company's
          financial statements.

          In  June  2001,  the  Financial   Accounting  Standards  Board  issued
          Statements  of  Financial   Accounting  Standards  No.  141,  Business
          Combinations,  and No.  142,  Goodwill  and Other  Intangible  Assets,
          effective for fiscal years  beginning  after December 15, 2001.  Under
          the  new  rules,   goodwill  and  intangible  assets  deemed  to  have
          indefinite  lives will no longer be  amortized  but will be subject to
          annual  impairment  tests in  accordance  with the  Statements.  Other
          intangible  assets will  continue to be  amortized  over their  useful
          lives. The Company will apply the new rules on accounting for goodwill
          and other  intangible  assets  beginning in the first quarter of 2002.
          Application of the non-amortization provisions of the Statement is not
          expected to have a material effect on the Company's financial position
          or operations.




                                      F-12


<PAGE>

                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.       Licenses
                                                    June 30, 2001
                                                    -------------
                  Licenses                          $ 2,050,000
                  Less: accumulated amortization        559,175
                                                    --------------
                                                    $ 1,490,825
                                                    ==============

          The Company has entered into two licensing  agreements  with a company
          that is engaged in the  development  of  digital  control  technology.
          Under these agreements, the Company has obtained licenses to use, make
          and sell worldwide  digital control  technology in the market relating
          to the home theater and the outdoor billboard market. The Company paid
          $2,000,000  as an up-front fee. Such amount was funded by a $2,000,000
          capital  contribution in March 2001.  Amortization expense for the six
          months  ended June 30, 2001 and the years ended  December 31, 2000 and
          1999 was $502,500, $50,000 and $1,672 respectively.

4.        Line of Credit

          Vidikron has a $4,500,000  line of credit with an  investment  company
          which  is  secured  by substantially all  of the  Company's  assets as
          well  as  a  second  lien security interest in the outstanding capital
          stock of Vidikron. Borrowings bear interest at the prime rate plus 2%.
          The balance of the line of credit  (including  accrued  interest)  was
          $3,522,022 at June 30, 2001.

5.        Notes payable

          Notes payable of $1,236,911 due to James, LLC bears interest at 8% per
          annum. Principal and interest payments are due  on  December 31, 2001.
          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.

6.        Property and equipment

          Property and equipment consisted of the following:


                                             June 30, 2001
                                            --------------
         Office equipment                $        57,459
         Computer equipment                       14,328
         Demonstration equipment                  27,324
         Furniture and fixtures                    8,407
         Leasehold improvements                   14,396
                                             --------------
                                                 121,914
         Less accumulated depreciation            40,647
                                             --------------
                                         $        81,267
                                             ==============

                                      F-13
<PAGE>


                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Property and Equipment Continued:

          Depreciation  expense  for the six months  ended June 30, 2001 and the
          years  ended  December  31,  2000  and 1999 was  $13,251  $18,122  and
          $167,538 respectively.

7.        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.

          Common stock

          On  October  16,  2000,  Quest Net Corp.  issued to James LLC  647,500
          shares  of its  common  stock.  The  shares  were  issued  as  partial
          settlement  of a lawsuit that was filed  against Quest on May 5, 2000.
          The  lawsuit  stemmed  from the sale of common  stock to James LLC for
          $5,000,000. The lawsuit alleged that the Company breached its contract
          of sale to James LLC by, among other  things,  failing to register the
          common  stock,   and  failing  to  pay  liquidated   damages  for  the
          non-effectiveness  of the registration  statement.  James LLC demanded
          damages in excess of $5,000,000.  Quest also issued a Promissory  Note
          in the principal sum of  $3,500,000,  maturing  December 31, 2001, and
          bearing interest at the rate of eight percent per annum.

          Summary

          A summary of the status of the  Company's  stock  option  awards as of
          June 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, 1998:
    June 30, 1998:
    Granted                          34,967     $   18.00        34,967
    Exercised                       (32,767)    $    4.80       (32,767)
    Canceled                              -             -             -
                                   -----------    ----------   -----------
  Outstanding - June 30, 1999:        2,200     $   18.00         2,200
    June 30, 1999:
    Granted                             289     $   42.40           289
    Exercised                             -             -             -
    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             -     $       -             -
                                  ============    ==========  ============

                                      F-14
<PAGE>


                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.        Income taxes

          A reconciliation of the U.S.  statutory federal income tax rate to the
          effective  tax rate  follows  for the  periods  ended  June 30,  2001,
          December 31, 2000 and 1999 is as follows:

                                               June 30,    December 31,
                                              --------- ------------------
                                                   2001     2000     1999
                                              ----------------------------
          U.S. statutory federal rate..........    (34%)    (34%)    (34%)
          Net operating loss for which no tax
            benefit is currently available.....    (34%)    (34%)    (34%)
                                              ----------------------------
                                                    - %      - %      - %
                                              ============================

          At June 30, 2001, deferred taxes consisted of the following:

          Deferred tax assets,
          Net operating loss..................  $  1,300,000
          Valuation allowance.................    (1,300,000)
                                                -------------
          Net deferred taxes............        $          -
                                                =============

          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.




                                      F-15
<PAGE>


                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.        Commitments and contingencies

          Litigation

          The Company is involved in various legal  proceedings that have arisen
          in the  ordinary  course  of  business.  While it is not  possible  to
          predict the outcome of such proceedings with certainty, in the opinion
          of  the  Company's   management,   all  such  proceedings  should  not
          materially  result  in any  liability,  which  would  have a  material
          adverse  effect on the  financial  position,  liquidity  or results of
          operations of the Company.

          On  March  21,  2001 Vidikron S.R.L., an Italian corporation,  filed a
          lawsuit against Vidikron of America, Inc., in the Supreme Court of the
          count of New York,  New York  County.  Vidikron  S.R.L. is involved in
          the  production  and sale of  high-end projection  televisions, and is
          a subsidiary of Projectavision,  Inc., a Delaware corporation.Vidikron
          of America, Inc. was created as a subsidiary of Vidikron   Industries,
          the  predecessor  corporation of Vidikron S.R.L.  Vidikron of America,
          Inc. was sold in 1998 to third parties.   The sale was evidenced by an
          instrument wherein Vidikron of America,  Inc.  acknowledged a debt  to
          Vidikron  S.R.L.  of  $376,888.  Vidikron of America,  Inc. is alleged
          to owe an  additional $196,697,  being  the  amounts from January 1999
          to the date of the complaint. According to the  complaint, the amounts
          owed are for projection televisions and related items sold to Vidikron
          of America and never paid for. Vidikron of America denies that it owes
          any amounts and is defending this action.

          Securities and Exchange Commission

          Quest  has  been  advised  by  the  Securities  and  Commission   (the
          "Commission")  that an order  directing  a  private  investigation  of
          possible  violations  of  Sections  17(a)  of the  Securities  Act and
          Section  10(b) of the  Securities  Exchange Act of 1934 and Rule 10b-5
          promulgated thereunder by certain unnamed persons has been issued. The
          Commission has also advised Quest 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.

10.       Commitments:

          Vidikron leases a facility under a five-year operating lease agreement
          that expires in October,  2005. The agreement contains a provision for
          annual rent  increase and  obligates  Vidikron to pay for its share of
          increases in the operating costs of the premises.

                                      F-16
<PAGE>


                  MARKLAND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY KNOWN AS QUEST NET CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Commitments Continued:

         The future minimum rental payments through October 2005 are as follows:

                         2002           $ 76,375
                         2003           $ 81,250
                         2004           $ 86,125
                         2005           $ 90,999
                         2006           $ 30,876

          Rent  expense  amounted to $36,563  for the six months  ended June 30,
          2001 and $55,281 and  $133,420  for the years ended  December 31, 2000
          and 1999, respectively.

          Royalty Agreement - The Company has entered into a licensing agreement
          which  requires  royalty  payments  equal to 2% of net sales.  Royalty
          expenses,  which are  charged  to cost of sales,  under the  licensing
          agreements  totaled $37,449 for the six months ended June 30, 2001 and
          $131,432 in 2000 and $59,562 in 1999, respectively.

                                      F-17


<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.

                                    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      47      2001     President and Director
            David E. Danovitch     39      2001     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.

         In June 2000, Julian Cantillo resigned  from the board of directors. In
September  2000,  Richard  Zaden  resigned  from the board of  directors  due to
personal and Quest related  circumstances,  none of which were  addressed in his
resignation. In November 2000, David Block resigned from the Board of Directors.
In  his  resignation,  he  stated  that  his  resignation  was  due to  lack  of
communication  between Mr. Block and the President,  cancellation of the officer
and director liability  insurance,  and our non-action to resolve these matters.
In May 2001, Charles Wainer resigned from the board of directors.

         Subsequent  Events.  Mr. Wellnitz  resigned from our board of directors
effective  August 10, 2001,  for personal  reasons.  As of October 15, 2001, the
board position left vacant by Mr. Wellnitz remains unfilled.

Lawrence Shatsoff.

         Mr.  Lawrence  Shatsoff,  47, 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.

                                       12
<PAGE>

David E. Danovitch.

         Mr. David E.  Danovitch,  39, 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.

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

         Markland  executed  an  employment  agreement  dated March 1, 2000 with
Charles Wainer,  our one-time  president,  but the agreement has been terminated
coincident with his resignation  effective May 18, 2001. Mr. Wainer's options to
purchase  25,000  shares of our  common  stock  expired  automatically  upon his
resignation, and he has no other options to purchase shares of our common stock.

         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.  However,  he did not begin  receiving  compensation  until  August  2001,
subsequent to the end of our fiscal 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
Name and Principal              Year                  Other Annual        Restricted     Securities / Underlying
Position                       Ended       Salary     Compensation        Stock Awards         Option / SARs

<S>                           <C>  <C>    <C>
Lawrence Shatsoff,            6/30/01     $120,000                             N/A                   N/A
President and director

Charles Wainer,               6/30/01     $100,000                          $1,411,000             25,000
former President and former
director

</TABLE>

                                       13
<PAGE>

Equity Incentive Plan.

         On  October  29,  1999,  the  board  of  directors  approved  an equity
incentive plan. The plan was to be approved by the stockholders within one year.
No stockholder meeting was held to approve the plan and the plan is now void. As
of June 30, 2001,  management is in the process of finalizing a incentive  stock
option plan, which will be delivered to the stockholders for approval  following
approval by the board of directors.

         As of June 30, 2000,  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 October 15, 2001,
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.

         Please  note  that  effective  June  21,  2001,  we effected a 40-for-1
reverse  split  whereby each share of our common stock  outstanding  immediately
before the reverse split was  converted  into a number of "new" shares of common
stock equal to 1 divided by 40.

         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., 1413 Chestnut Avenue, Hillside, New Jersey 07205.
<TABLE>
<CAPTION>

                                                                                               % of Outstanding of Beneficial
                                                                     Number of Shares Owned        Shares of Common Stock
Name and Address of Owner                      Positions Held             Beneficially

<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 and director               0                        0%

David E. Danovitch                              Secretary and director               0                        0%

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

                                       14
<PAGE>

(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.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         From time to time during  the  year ended June 30, 2000, Quest Net paid
certain expenses related to ventures Mr. Pereira is associated with, but have no
relative  business  purpose to Quest Net. The amounts  totaled  $97,360 and have
been deducted from amounts accrued and payable to Mr. Camilo Pereira pursuant to
his employment agreement by decreasing the shares to be issued to Mr. Pereira in
connection with his employment  agreement by 374 shares. In November 1999, Quest
Net instituted a policy that prohibits payment of any new expenses  unrelated to
its business. In addition, the Policy provides that Quest Net may not enter into
any  transaction or loan with a related party unless the  transaction or loan is
on terms that are no less  favorable to us than we could  obtain from  unrelated
third parties.  A majority of the  disinterested,  "independent"  members of our
board of directors must review and approve or ratify any  transaction  involving
related parties or conflicts of interest.

         In February 2000, as part of the termination agreement with Ms. Rebecca
Del Medico,  received  $50,000 and the right to 1,250 shares of Quest Net common
stock,  which Quest Net has accrued  over the three  months  ended  December 31,
1999.

          In February 2000, Quest Net had also decided to cancel its purchase of
shares of Africa  Internet  Corp.  Quest Net had paid  $200,000 of the  purchase
price.  Pursuant to the  cancellation  agreement,  Quest Net  received  back the
shares issued for the acquisition,  paid a cancellation  penalty of $100,000 and
the balance was to be paid back in one year with an  interest-bearing  note as a
guarantee for that amount.  The note was  subsequently  transferred  to Internet
Strategy Group Ltd. as payment for past due consulting fees.

         On February 25, 2000, Quest Net entered into a Stock Purchase Agreement
dated March 1, 2000 to purchase CWTel,  Inc. from Charles Wainer, an individual,
for the sum of  $1,200,000.  Of the purchase price $200,000 was paid at closing,
$700,000  was paid by the  issuance of 7,750  shares of Quest  Net's  restricted
common stock and $300,000 was to be paid in three equal payments at 90 days, 180
days, and 270 days from closing.  These payments were  represented by promissory
note and guaranteed by the issuance,  at closing,  of 30,000 shares of preferred
stock, with a face value of $10.00 per share.

                                       15
<PAGE>

         In March 2000, Quest Net entered into a two-year  Consulting  Agreement
with  Internet  Strategy  Group Ltd. for a  consulting  fee of $20,000 per month
during the first and $24,000 per month  during the second year plus 1,500 shares
of Quest Net common stock annually,  to be issued every quarter in advance.  Mr.
Pereira is an employee of Internet  Strategy Group Ltd.  Internet Strategy Group
Ltd. was to perform  consulting  and advisory  services on behalf of Quest on an
as-needed basis, not to exceed 60 hours per months. The agreement was terminated
in July 2000 due to our  inability to pay the  consulting  fees.  No shares were
issued pursuant to the agreement.

         In  October  2000, we executed a $3,500,000 convertible promissory note
in favor of James LLC. The promissory note matures  December 31, 2001, and bears
interest at the rate of eight percent per annum.

         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.

         From time to time Charles  Wainer,  our one-time president, has accrued
salary and loaned money to Quest Net. All accrued salary has been paid. However,
Quest Net owes Mr.  Wainer  $62,000  for  loans  advanced  to it.  The loans are
evidenced  by  non-interest  bearing  promissory  notes and are due upon demand.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Reports on Form 8-K:

         Current Report on Form 8-K filed April 10, 2001 with the Securities and
Exchange Commission.

(a)      Exhibits

                                       16
<PAGE>


<TABLE>
<CAPTION>

Exhibit                                                   Description
<S>               <C>
1.1               Exchange  Agreement and Plan of Reorganization by and between Quest Net Corp.  Vidikron of America,
                  Inc.  and  Markland LLC -  incorporated  by reference to our Current  Report on Form 8-K filed with
                  the Commission on April 10, 2000.
1.2               Agreement and Plan of Merger between Parputt  Enterprises,  Inc. and Quest Net Corp. - incorporated
                  by reference to our Current Report on Form 8-K filed with the Commission on March 20, 2000.
1.3               Articles of Merger -  incorporated  by reference  to our Current  Report on Form 8-K filed with the
                  Commission on March 20, 2000.
3.1               Certificate of  Incorporation  of Quest Net Corp. - incorporated by reference to our Current Report
                  on Form 8-K filed with the Commission on March 20, 2000.
3.2               Articles of  Incorporation  of Quest Net Corp.  (Florida) - incorporated  by reference to Amendment
                  No. 1 to our Registration  Statement on Form SB-2/A, file No. 99-701157,  filed with the Commission
                  on August 27, 1999.

3.3               Resolution  Establishing and Designating  Series B Convertible  Preferred Stock,  filed on April 4,
                  2001 with the Florida Secretary of State - incorporated by reference to our annual report on Form 10-KSB,
                  filed with the Commission on October 15, 2001.
3.4               Amendment  to the  Articles of  Incorporation  of Quest Net Corp.,  filed on June 21, 2001 with the
                  Florida Secretary of State - incorporated by reference to our annual report on Form 10-KSB, filed with
                  the Commission on October 15, 2001.
3.5               Amended and Restated  Bylaws of Quest Net Corp - incorporated by reference to our Current Report on
                  Form 8-K, filed with the Commission on March 20, 2000.
4.1               $3,500,000  convertible  promissory  note,  executed  by Quest  Net  Corp.  in favor of James  LLC,
                  maturing December 31, 2001, bearing interest at 8% per annum - incorporated by reference to our annual
                  report on Form 10-KSB, filed with the Commission on October 15, 2001.
10.1*             Lease Agreement between Vidikron of America, Inc. and Chestnut Street Partnership, dated as of
                  September 26, 2000.
10.2              Amendment  to Note and Loan,  dated April 2, 2001,  by and between  Vidikron of America,  Inc.  and
                  Market LLC - incorporated by reference to our annual report on Form 10-KSB, filed with the Commission on
                  October 15, 2001.

</TABLE>

* Filed herewith

                                       17
<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  transition  report  on Form  10-KSB/A to be signed  on its  behalf  by the
undersigned, thereunto duly authorized,

                                                     MARKLAND TECHNOLOGIES, INC.


November 27, 2001                                 By:      /s/ Lawrence Shatsoff
                                                               President

         In accordance with the Securities Exchange Act, this  transition report
on Form  10-KSB/A 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 and November 27, 2001
-----------------------  Accounting and Financial Officer)
    Lawrence Shatsoff
/s/ DAVID E. DANOVITCH   Director and Secretary                November 27, 2001
-----------------------
    David E. Danovitch

                                       18


<PAGE>