-----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, H2zoq9NCJ4xY7ndUbVSwXeP08lFBuaqJTD2bAvASYutV7itIuTZ7tX4+kRvOzsrr wsF2jdOYKT2RnaMtTumegw== 0001144204-06-006327.txt : 20060215 0001144204-06-006327.hdr.sgml : 20060215 20060214184311 ACCESSION NUMBER: 0001144204-06-006327 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARKLAND TECHNOLOGIES INC CENTRAL INDEX KEY: 0001102833 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 841331134 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-59817 FILM NUMBER: 06618869 BUSINESS ADDRESS: STREET 1: 54 DANBURY ROAD STREET 2: #207 CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: 203-894-9700 MAIL ADDRESS: STREET 1: 54 DANBURY ROAD STREET 2: #207 CITY: RIDGEFIELD STATE: CT ZIP: 06877 FORMER COMPANY: FORMER CONFORMED NAME: QUEST NET CORP DATE OF NAME CHANGE: 20000320 FORMER COMPANY: FORMER CONFORMED NAME: PARPUTT ENTERPRISES INC DATE OF NAME CHANGE: 20000107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHRIDGE PARTNERS LP CENTRAL INDEX KEY: 0001175077 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: EXECUTIVE PAVILION 90 GROVE STREET CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: 203-431-8300 SC 13G 1 v035821_sc13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) MARKLAND TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE (Title of Class of Securities) 570658203 (CUSIP Number) Stephen Hicks Southridge Parthers 90 GROVE STREET, STE 204 RIDGEFIELD CT 06877 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 7, 2005 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: |_| RULE 13D-1(B) |X| RULE 13D-1(C) |_| RULE 13D-1(D) *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 ("ACT") 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. 570 658 203 - -------------------------------------------------------------------------------- 1) NAMES OF REPORTING PERSONS. SOUTHRIDGE PARTNERS LP I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 06-1494618 - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) | | (SEE INSTRUCTIONS) (B) | | - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF SHARES 5) SOLE VOTING POWER 25,563,188 SHARES BENEFICIALLY --------------------------------------------------- OWNED BY EACH 6) SHARED VOTING POWER REPORTING --------------------------------------------------- PERSON WITH 7) SOLE DISPOSITIVE POWER 25,563,188 SHARES --------------------------------------------------- 8) SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,563,188 shares - -------------------------------------------------------------------------------- 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | - -------------------------------------------------------------------------------- 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ITEM 9 Reporting Person holds 25,563,188 shares of common stock. Reporting Person holds 1,160 shares of Series D preferred stock that, absent any restriction, is convertible into 64,444,444 shares of common stock, and 568,570 shares issuable upon the exercise of currently exercisable warrants. Pursuant to a restriction on beneficial ownership provided in the certificate of designation of the Series D preferred stock and contractual restriction in the warrants held by Reporting Person, the Reporting Person is prohibited from beneficially owning more than 9.9% of issuer's common stock at any given time. The Reporting Person expressly disclaims any beneficial ownership in the shares of common stock of issuer held by any other entity or PERSON. - -------------------------------------------------------------------------------- 12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- ITEM 1. (A) NAME OF ISSUER MARKLAND TECHNOLOGIES, INC. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE 88 Royal Little Drive, Providence, RI 02904 ITEM 2. (A) NAME OF PERSONS FILING SOUTHRIDGE PARTNERS LP (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE 90 GROVE STREET, STE 204 RIDGEFIELD CT 06877 (C) CITIZENSHIP DELAWARE (D) TITLE OF CLASS OF SECURITIES COMMON STOCK (E) CUSIP NUMBER 570 658 203 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 240.13D- 1(B), OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (A) ___ BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT (15 U.S.C. 78O). (B) ___ BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT (15 U.S.C. 78C). (C) ___ INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF THE ACT (15 U.S.C. 78C). (D) ___ INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT OF 1940 (15 U.S.C. 80A-8). (E) ___ AN INVESTMENT ADVISER IN ACCORDANCE WITH 240.13D- 1(B)(1)(II)(E). (F) ___ AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN ACCORDANCE WITH 240.13D-1(B)(1)(II)(F). (G) ___ A PARENT HOLDING COMPANY OR CONTROL PERSON IN ACCORDANCE WITH 240.13D-1(B)(1)(II)(G) (H) ___ A SAVINGS ASSOCIATION AS DEFINED IN SECTION 3(B) OF THE FEDERAL DEPOSIT INSURANCE ACT (12 U.S.C. 1813). (I) ___ A CHURCH PLAN THAT IS EXCLUDED FROM THE DEFINITION OF AN INVESTMENT COMPANY UNDER SECTION 3(C)(14) OF THE INVESTMENT COMPANY ACT OF 1940 (15 U.S.C. 80A-3). (J) ___ GROUP, IN ACCORDANCE WITH SECTION 240.13D-1(B)(1)(II)(J). ITEM 4. OWNERSHIP. PROVIDE THE FOLLOWING INFORMATION REGARDING THE AGGREGATE NUMBER AND PERCENTAGE OF THE CLASS OF SECURITIES OF THE ISSUER IDENTIFIED IN ITEM 1. (A) AMOUNT BENEFICIALLY OWNED: Reporting Person holds 25,563,188 shares of common stock. Reporting Person holds 1,160 shares of Series D preferred stock that, absent any restriction, is convertible into 64,444,444 shares of common stock, and 568,570 shares issuable upon the exercise of currently exercisable warrants. Pursuant to a restriction on beneficial ownership provided in the certificate of designation of the Series D preferred stock and contractual restriction in the warrants held by Reporting Person, the Reporting Person is prohibited from beneficially owning more than 9.9% of issuer's common stock at any given time. The Reporting Person expressly disclaims any beneficial ownership in the shares of common stock of issuer held by any other entity or PERSON. (B) PERCENT OF CLASS: 9.9% (C) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 25,563,188 shares (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 25,563,188 shares (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING |___|. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP ITEM 9. NOTICE OF DISSOLUTION OF GROUP ITEM 10. CERTIFICATION. BY SIGNING BELOW WE CERTIFY THAT, TO THE BEST OF OUR KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE NOT ACQUIRED AND ARE NOT HELD FOR THE PURPOSE OF OR WITH THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF THE SECURITIES AND WERE NOT ACQUIRED AND ARE NOT HELD IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING THAT PURPOSE OR EFFECT. DATED: FEBRUARY 14, 2006 SOUTHRIDGE PARTNERS LP BY: SOUTHRIDGE CAPITAL MANAGEMENT LLC BY: /S/S ------------------------------------ STEPHEN HICKS, MANAGING DIRECTOR -----END PRIVACY-ENHANCED MESSAGE-----