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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 6, 2004
MARKLAND TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
000-28863 84-1331134
(Commission File Number) (IRS Employer Identification Number)
#207
54 DANBURY ROAD
RIDGEFIELD, CT 06877
(Address of principal executive offices)
(203) 894-9700
(Registrant's telephone number, including area code)
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This report on Form 8-K contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. We intend the forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements in these sections. All
statements regarding our expected financial position, business and financing
plans are forward-looking statements. These statements can sometimes be
identified by our use of forward-looking words such as "may," "will," "should,"
"expect," "anticipate," "project," "designed," "estimate," "plan" and
"continue." Although we believe that our expectations in such forward-looking
statements are reasonable, we cannot promise that our expectations will turn out
to be correct. These forward-looking statements generally relate to plans and
objectives for future operations and are based upon reasonable estimates and
assumptions regarding future results or trends. These forward-looking statements
are subject to certain risks, uncertainties and assumptions relating to Markland
Technologies, Inc. ("Markland", the "Company", "we" or "our"). Factors that
could cause actual results to differ materially from Markland expectations
include the uncertainty regarding Markland's ability to repay existing
indebtedness, lack of continuing operations, possible inability of Markland to
continue in business and other risks detailed from time to time in Markland's
SEC reports. No assurance can be given that investors of Markland will retain
any level of value. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, the Company's
future performance and actual results of operations may vary significantly from
those anticipated, projected, believed, expected, intended or implied. The
Company undertakes no obligation to update any of the forward-looking
statements, which speak only as of the date they were made.
ITEM 5: OTHER EVENTS AND REQUIRED FD DISCLOSURE
On April 19, 2004, the registrant issued a press release reporting the
completion of an approximately $6.2 million equity financing. The Press Release
is filed herewith as Exhibit 99.1
On May 3, 2004, the registrant issued a press release reporting the completion
of an approximately $5.5 million equity financing. The Press Release is filed
herewith as Exhibit 99.2
ITEM 7: FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
Exhibit 99.1. April 19, 2004 Press Release
Exhibit 99.2. May 3, 2004 Press Release
Exhibit 99.3. May 4, 2004 Press Release
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ITEM 12: RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Attached hereto as Exhibit 99.3 is financial information for Markland
Technologies, Inc. for the quarter ended March 31, 2004, and forward-looking
statements relating to 2004 and the fourth quarter of fiscal year 2004 as
presented in a press release of May 4, 2004. The information in this report
shall not be deemed incorporated by reference into any registration statement
heretofore or hereafter filed under the Securities Act of 1933, as amended,
except as expressly set forth by specific reference in such a filing.. The
information in this report shall not be treated as filed for purposes of the
Securities Exchange Act of 1934, as amended.
The Press Release is filed herewith as Exhibit 99.3.
EXHIBITS
Exhibit 99.1. April 19, 2004 Press Release
Exhibit 99.2. May 3, 2004 Press Release
Exhibit 99.3. May 4, 2004 Press Release
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this current report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
MARKLAND TECHNOLOGIES, INC.
(Registrant)
/s/ Kenneth Ducey, Jr
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President and Chief Financial Officer
May 6, 2004