UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 000-28863
CUSIP NUMBER
570658 20 3
(Check One) |_|Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K
|X| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: _December 31, 2004__________________________
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________
READ INSTRUCTIONS (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
N/A
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PART I - REGISTRANT INFORMATION
Markland Technologies, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
54 Danbury Road, #207
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Address of Principal Executive Office (STREET AND NUMBER)
Ridgefield, CT 06877
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City, State and Zip Code
PART II - RULES 12B-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form
10-KSB, Form 20-F, Form 11-K or Form N-SAR, or
portion thereof, will be filed on or
before the fifteenth calendar day following the
prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, Form
10-QSB, or portion thereof, will be filed on or
before the fifth calendar day following the
prescribed due date; and
|_| (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if
applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, Form
20-F, Form 11-K, Form 10-Q and Form 10-QSB, Form N-SAR, or the transition report
or portion thereof, could not be filed within the prescribed time period.
(ATTACH EXTRA SHEETS IF The Company announced an acquisition on
NEEDED) February 14, 2005, the day that Form 10-QSB is due
to be filed. The Company requires additional time
in order to adequately describe this transaction
as a subsequent event. These factors make it
unreasonable for the Company to submit the
required information by the prescribed date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gino Pereira 203 894-9700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? |X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
As result of major acquisitions, the Company's revenues will substantially
increase as will the losses attributable to shareholders. Revenues are estimated
to increase by approximately 423% and 821% for the three months and six months
ended December 31 compared to the same periods in the prior year. Losses
attributable to shareholders are estimated to increase by approximately 710% and
350% for the three months and six months ended December 31 compared to the same
periods in the prior year.
Markland Technologies, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 15, 2005 By: /s/ Gino Pereira
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Gino Pereira, Chief Financial
Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.