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): October 14, 2004 MARKLAND TECHNOLOGIES, INC. --------------------------- (Exact Name of Registrant as Specified in Charter) FLORIDA 000-28863 84-1331134 ------- --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) #207 54 DANBURY ROAD, RIDGEFIELD, CT 06877 ------------------------------------------ (Address of principal executive offices) (Zip Code) (203) 894-9700 (Registrant's telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below). [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 7.01 REGULATION FD DISCLOSURE Markland Technologies, Inc., a Florida corporation, hereby attaches hereto as Exhibit 99.1 a copy of the slides presented at the Homeland Defense Stocks Online Investor Forum organized by HomelandDefenseStocks.com and held on October 20, 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. On October 20, 2004, HomelandDefenseStocks.com issued a press release announcing the registrant's participation in the Homeland Defense Stocks Online Investor Forum. The Press Release is filed herewith as Exhibit 99.2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1* Slides presented at the Homeland Defense Stocks Online Investor Forum held on October 20, 2004. 99.2* October 20, 2004 HomelandDefenseStocks.com Press Release ----------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARKLAND TECHNOLOGIES, INC. By: /s/ Kenneth Ducey, Jr. ----------------------------------- Kenneth Ducey, Jr. Chief Financial Officer Date: October 20, 2004 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1* Slides presented at the Homeland Defense Stocks Online Investor Forum held on October 20, 2004. 99.2* October 20, 2004 HomelandDefenseStocks.com Press Release - -----------------