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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): July 7, 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 4: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 7, 2004, our Board of Directors determined not to retain
Marcum & Kliegman LLP as our independent registered public accounting firm. The
audit reports of Marcum & Kliegman LLP on our consolidated financial statement
for fiscal year ended June 30, 2003 and during the subsequent interim period
through July 7, 2004 did not contain any adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles. However, the report included an explanatory paragraph
wherein Marcum & Kliegman LLP expressed substantial doubt about our ability to
continue as a going concern.
In connection with the audits of the years ended June 30, 2002 and 2003
and during the subsequent interim period through July 7, 2004, we did not have
any disagreement with Marcum & Kliegman LLP and Sherb & Co., our independent
registered public accounting firm during fiscal 2002, on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which if not resolved to the satisfaction of Marcum &
Kliegman LLP or Sherb & Co., would have caused them to make reference to the
subject matter of the disagreement in connection with their reports on our
consolidated financial statements.
We have provided Marcum & Kliegman LLP with a copy of this report prior
to its filing with the Commission.
On July 7, 2004, we engaged Wolf & Company, P.C., an independent
registered public accounting firm. During the years ended June 30, 2002 and 2003
and the subsequent interim period through July 7, 2004, we did not consult with
Wolf & Company, P.C. regarding either the application of accounting principles
to a specified transaction, the type of audit opinion that might be rendered on
our consolidated financial statements, or any matter that was the subject of a
disagreement or reportable event with Marcum & Kliegman LLP.
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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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Kenneth Ducey, Jr.
President and Chief Financial Officer
July 13, 2004
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