SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 7, 2004
MARKLAND TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
FLORIDA 000-28863 84-1331134
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER)
#207 54 DANBURY ROAD, RIDGEFIELD, CT 06877
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(203) 894-9700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
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(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 publicity and marketing
activities, 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 the fact that we do not control the performance of third parties, such
as Trilogy Capital Partners, Inc., with whom we have contracts, Markland's
possible ability to repay existing indebtedness, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On December 7, 2004, we entered in to an Agreement with
Trilogy Capital Partners, Inc. ("Trilogy"). Pursuant to that agreement, for a
period of twelve months, Trilogy will provide publicity and marketing services
for us. In addition, Trilogy will perform the functions of an in-house Investor
Relations Officer for us. In return we are required to pay Trilogy a fee of
$10,000.00 per month for twelve months. In addition, pursuant to this agreement,
we issued to Trilogy warrants to purchase four-million (4,000,000) shares of our
common stock, par value $0.0001 per share, with an exercise price of $0.60 per
share. The offer and sale of these securities was made in reliance on Section
4(2) of the Securities Act of 1933, as amended. This offer and sale of these
securities did not involve a public offering.
Under the terms of the warrants, Trilogy may purchase, at any time
after the vesting of the warrants and from time-to-time thereafter, up to
four-million (4,000,000) shares of our common stock, par value $0.0001 per
share. The warrants become vested and exercisable according to the following
schedule: (i) one-million (1,000,000) warrants vested and became exercisable on
December 7, 2004; (ii) one-million (1,000,000) shares shall vest and become
exercisable on January 6, 2005; (iii) one-million (1,000,000) shares shall vest
and become exercisable on January 21, 2005; and (iv) one-million (1,000,000)
shall vest and become exercisable on February 5, 2005. Any unexercised warrants
shall expire on November 30, 2007.
Adjustments to the exercise price of the warrant must be made in the
event that we pay a dividend in common stock or securities convertible to common
stock, or if we subdivide, split or combine our shares of outstanding common
stock. In the event that any of the foregoing occur, then the number of shares
issuable pursuant to the warrant shall be adjusted so that Trilogy may
thereafter receive the number of shares of common stock it would have owned
immediately following such action if it had exercised the warrants immediately
prior to the transaction. The Exercise Price on the warrant shall be adjusted to
reflect the proportionate increase or decrease in the number of shares.
We have agreed to prepare and file with the Securities and Exchange
Commission (the "SEC") a registration statement covering all shares of our
common stock issuable pursuant to the exercise of these warrants. We have agreed
that we will file such registration statement with the SEC within thirty (30)
days of the issuance of the warrants and that we will use commercially
reasonable efforts to cause the registration statement to become effective
within sixty (60) days of the date of filing.
2
In connection with this transaction, we also issued
four-hundred-thousand (400,000) warrants on substantially the same terms, to an
unaffiliated consultant who assisted us in contacting Trilogy.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Filed with
Exhibit No. Description this 8-k? Incorporated by reference
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Form Filing Date Exhibit No.
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99.1 Engagment Letter with Trilogy X
Capital Partners, Inc.
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99.2 Form of Warrants issued to X
Trilogy Capital Partners, Inc.,
and the unaffiliated consultant
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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/ ROBERT TARINI
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Robert Tarini
Chief Executive Officer
Date: December 9, 2004
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EXHIBIT INDEX
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Filed with
Exhibit No. Description this 8-k? Incorporated by reference
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Form Filing Date Exhibit No.
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99.1 Engagment Letter with Trilogy X
Capital Partners, Inc.
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99.2 Form of Warrants issued to X
Trilogy Capital Partners, Inc.,
and the unaffiliated consultant
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