-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M+TnbkmBEI9sIf3Sqhy78L6OZwqA8N+mChcwMEwEtddHqgK6SX+m5QjNoKOe0fZN +Uy0872kQkN0j8VCbUgV7A== 0000950129-01-503840.txt : 20020410 0000950129-01-503840.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950129-01-503840 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAMES LLC CENTRAL INDEX KEY: 0001127189 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CITCO FUND SERVICES LTD STREET 2: BAHAMAS FINANCIAL CENTER CITY: NASAAU BAHAMAS ZIP: 13146 MAIL ADDRESS: STREET 1: C/O CITCO FUND SERVICES LTD STREET 2: BAHAMAS FINANCIAL CENTER CITY: NASSAU BAHAMAS ZIP: 13146 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARKLAND TECHNOLOGIES INC CENTRAL INDEX KEY: 0001102833 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 841331134 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59817 FILM NUMBER: 1777916 BUSINESS ADDRESS: STREET 1: 1413 CHESTNUT AVENUE STREET 2: . CITY: HILLSIDE STATE: NJ ZIP: 07205 BUSINESS PHONE: 9088105632 MAIL ADDRESS: STREET 1: 1413 CHESTNUT AVENUE STREET 2: . CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: PARPUTT ENTERPRISES INC DATE OF NAME CHANGE: 20000107 FORMER COMPANY: FORMER CONFORMED NAME: QUEST NET CORP DATE OF NAME CHANGE: 20000320 SC 13D/A 1 h91869a1sc13da.txt JAMES LLC FOR MARKLAND TECHNOLOGIES INC SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) MARKLAND TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.0001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 570 658 104 - -------------------------------------------------------------------------------- (CUSIP Number) SAUL LAURELES, C/O MAYER, BROWN & PLATT 700 LOUISIANA, SUITE 3600, HOUSTON, TX. 77002 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 21, 2001 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 570 658 104 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JAMES LLC("Reporting Entity") EIN No. Not Applicable - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Reporting Entity: Cayman Islands, BVI - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 44,420,250 Reporting Entity: -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 44,420,250 WITH Reporting Entity: - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Reporting Entity: 44,420,250 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting Entity: 14.81% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* Reporting Entity: CO CUSIP No. 570 658 104 SCHEDULE 13D - -------------------------------------------------------------------------------- Page 2 - -------------------------------------------------------------------------------- ITEM 1. Security and Issuer This report pertains to the common stock, par $0.0001 per share, of Markland Technologies, Inc. (the "Issuer"). The Issuer's principal executive offices are located at 1413 Chestnut Avenue, Hillside, New Jersey 07205. ITEM 2. Identity and background: The person filing this statement is: James LLC ("James"), a limited liability company, whose principal offices are c/o Citco Fund Services, Ltd., Corporate Centre, Windward One, West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands. The name of the Executive Officers and Principal Members of Reporting Entity: Navigator Management Limited, the sole director, whose principal offices are c/o Harbour House, 2nd Floor, Waterfront Drive, P.O. Box 972, Road Town, Tortola, British Virgin Islands, BVI. David Sims, President of Navigator Management Limited, whose principal offices are c/o Harbour House, 2nd Floor, Waterfront Drive, P.O. Box 972, Road Town, Tortola, British Virgin Islands, BVI. ITEM 3. Source and Amount of Funds or Other Consideration In October 2000, the Issuer executed a Restated Promissory Note in favor of James (the "Note"), whereby the Issuer agreed to pay to James by December 31, 2001 the principal amount of $3,500,000, plus interest. In July 2001, James elected to convert $2,500,000 of the principal amount of the Note, together with $125,000 accrued interest. 43,750,000 shares of the Issuer's common stock was issued in exchange for the retirement of this portion of debt and interest. For more information with respect to the terms of the Note, reference is made to the Restated Promissory Note attached as Exhibit 4.1 to the Issuer's Form 10-KSB for the period ended June 30, 2001 and filed with the SEC on October 15, 2001. ITEM 4. Purpose of Transaction The Reporting Entity acquired the shares of common stock of the Issuer pursuant to a Restated Promissory Note described above and incorporated by reference from the Issuer's Form 10-KSB for the period ended June 30, 2001 and filed with the SEC on October 15, 2001. The Reporting Person does not have any definite proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) inclusive of the instructions to Item 4 of Schedule 13D. ITEM 5. Interest in Securities of Issuer All of the information given below is as of October 11, 2001. Percentages are based on 299,909,713 shares of Common Stock(post-split) outstanding as of October 11, 2001. The Reporting Persons beneficially owns and has sole voting and dispositive power over 44,420,250 shares of common stock and voting power of over 14.81% shares of common stock. The Reporting Person has not effected transactions in the Issuer's securities during the last 60 days. - -------------------------------------------------------------------------------- Page 3 - -------------------------------------------------------------------------------- ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None ITEM 7. Material to be filed as Exhibits 1.1 Restated Promissory Note described above and incorporated by reference from Exhibit 4.1 of the Issuer's Form 10-KSB for the period ended June 30, 2001 and filed with the SEC on October 15, 2001. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 2, 2001 JAMES LLC - ----------------------- [Date] By: /s/ IOKA BOBB ----------------------------------- Title: Navigator Management Ltd. Director -------------------------------- The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name of any title of each person who signs the statement shall be typed or printed beneath his signature. - -------------------------------------------------------------------------------- Page 4 - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----