8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)   March 24, 2009

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Brekford International Corp.

(Exact Name of Registrant as Specified in Its Charter)

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Delaware

(State or Other Jurisdiction of Incorporation)

000-52719	20-4086662
(Commission File Number)	(IRS Employer Identification No.)

7020 Dorsey Road, Suite C, Hanover, Maryland 21076

(Address of Principal Executive Offices) (Zip Code)

(443) 557-0200

(Registrant’s Telephone Number, Including Area Code)

(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):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K (“Current Report”) of Brekford International Corp. (the “Company”) contains forward-looking statements that have been made pursuant to the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 and concern matters that involve risks and uncertainties that could cause actual results to differ materially from historical results or from those projected in the forward-looking statements. Discussions containing forward-looking statements may be found in the material set forth in this Current Report and the exhibit attached hereto. Words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “be lieve,” “estimate,” “predict,” “potential,” “continue” or similar words are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Current Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Current Report. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof, to conform such statements to actual results or to changes in our opinions or expectations.

Readers should carefully review and consider the various disclosures made by us in this Current Report, and as set forth in detail in Item 1A of Part I of our Annual Report on Form 10-K, under the heading “Risk Factors,” as well as those additional risks described in other documents we file from time to time with the Securities and Exchange Commission, which attempt to advise interested parties of the risks, uncertainties, and other factors that affect our business. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.

Item 2.02

Results of Operations and Financial Condition.

Item 8.01

Other Events.

On March 24, 2009, the Company issued a press release relating to its financial results for the fourth quarter ended December 31, 2008 and the year ended December 31, 2008, a copy of which is attached hereto as Exhibit 99.1. On that date, the Company issued another press release a copy of which is attached hereto as Exhibit 99.2 retracting a statement contained in the earlier March 24, 2009 press release.  

·

A statement in the earlier press release providing that “[a]s of this press release, the Company has settled all pending litigation” was incorrect and therefore the Company retracts that statement.  

·

The statement should have read “[a]s of this press release, the Company has settled all pending litigation previously instituted against the Company.”

Exhibits 99.1 and 99.2 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press Release of the Company, dated March 24, 2009
99.2	Retraction Press Release of the Company, dated March 24, 2009

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.

Brekford International Corp.
(Company)
By:
Name:	C.B. Brechin
Title:	Chief Executive Officer

Date:  March 24, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company, dated March 24, 2009
99.2	Retraction Press Release of the Company, dated March 24, 2009

EX-99.1

EXHIBIT 99.1

  News Release

Brekford International Corp. Announces 2008 Full Year Results

Revenues Grow for the Third Consecutive Quarter and Net Income Grows for the Fourth Consecutive Quarter

HANOVER, MD (March XX, 2009) – Brekford International Corp. a provider of rugged, mobile technology systems and fleet vehicle upfitting services to public safety and federal agencies announces financial results for its fiscal fourth quarter and twelve months ended December 31, 2008.

CB Brechin, Chief Executive Officer of Brekford, stated: “Brekford’s goals for 2008 were to be profitable, focus on our core strengths, and drive shareholder value. Our 2008 goals remain, while in 2009 we are focusing on our mission of providing our clients with bumper to bumper, one-stop shop, fleet upfitting and mobile technology services. This is our core business and what we do best. “

2008 Company Highlights

“The company is poised for positive growth now that we have reduced expenses and eliminated unprofitable business lines. We are confident that our state of the art facility, our expertise in rugged mobile technology, our relationships with top technology manufacturers and our commitment to full service upfitting will allow us to reach a broader customer base in the federal agency arena as well as offer additional fleet services to our existing client base. Furthermore, our management firmly believes that new product innovations geared towards first responders, such as our proprietary Slick-Ticket system that can be sold nationwide, will allow Brekford to expand its client base to public safety agencies across the country” said CB Brechin, Chief Executive Officer.

The Company’s 2008 results of operations were $13.5 million and a net loss of $1.5 million or $(0.02) per share.  

The Company’s revenues increase for the third consecutive quarter; unaudited revenues for the three months ended June 30, 2008 was $3.0 million, unaudited revenues for the three months ended September 30, 2008 was $3.2 million, and unaudited revenues for the three months ended December 31, 2008 was $4.1 million.  The company’s revenues for the three months ended December 31, 2008 increased due to a major upfitting and mobile technology contract with a large Federal Government agency which involved the installation of toughbooks into 188 of their vehicles.

The Company’s net income increases and operating losses decrease for the fourth consecutive quarter; unaudited net loss for the three months ended March 31, 2008 was $1.0 million, unaudited net loss for the three months ended June 30, 2008 was $0.7 million, unaudited net loss for the three months ended September 30, 2008 was $0.3 million, and unaudited net income for the three months ended December 31, 2008 was $0.5 million.

Business Developments

·

New business development efforts directed at regional and federal government were initiated, with efforts focused on total fleet upfitting services and raising Brekford brand awareness; and

·

We recently announced the introduction of our SlickTicket product in September 2008, which is a fully portable over the seat organizer for public safety vehicles, specially designed to house a printer and scanner to allow officers to quickly access driver's license and registration information as well as issue tickets, warnings and citations.  As law enforcement agencies migrate to electronic ticketing, we are positioning SlickTicket as an essential, cutting-edge component for officers looking to streamline their ticketing process while at the same time freeing up the limited space available in their vehicles. As of the date of this press release, we have sold approximately 900 SlickTicket units.

Financial Developments

·

The company continues to significantly reduce operating expenses;

·

In fourth quarter of 2008, the Company sold the Consumer Technology, Training and Armor divisions, enabling further focus on rugged mobile data and fleet vehicle upfitting; and

·

As of this press release, the Company has settled all pending litigation.

Financial Highlights

Total Revenues – Unaudited revenues for the fourth quarter of 2008 were $4.1 million compared to $7.1 million in the fourth quarter of 2007, a decrease of 42%.  Audited revenues for the twelve months ended December 31, 2008 were $13.5 million compared to $19.8 million for 2007, a decrease of 32%.

Gross Profit – Unaudited gross profit for the fourth quarter of 2008 decreased 40% to $0.6 million, compared to $0.9 million in the fourth quarter of 2007, or 14% of revenues for the fourth quarter of 2008 and 2007.  Audited gross profit for the twelve months ended December 31, 2008 decreased 44% to $2.0 million, or 15% of revenues, compared to $3.6 million, or 18% of revenues, for 2007.

GAAP Earnings – On the basis of generally accepted accounting principles (GAAP), unaudited net income was $0.5 million in the fourth quarter of 2008, or $0.01 per share, compared with GAAP unaudited net loss of $0.5 million in the fourth quarter of 2007, or $(0.01) per share. Net loss was $1.5 million for 2008, or $(0.02) per share, compared with GAAP net loss of $3.8 million for 2007, or $(0.06) per share.

Balance Sheet ­­– As of December 31, 2008 the Company’s assets totaled $4.3 million.

About Brekford International Corp.

Brekford International Corp. (BFDI: OTCBB) is a provider of fully integrated, rugged technology

solutions geared toward mission-critical operations. For more than a decade, the Company has

provided services to branches of the U.S. military, various federal entities and numerous security

and public safety agencies throughout the Mid-Atlantic region. Brekford provides these agencies

with an end-to-end suite of what it believes are superior products and services designed to

streamline procurement processes and offer maximum functionality in their day-to-day

operations. For more Company information, please visit www.brekford.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of that term in Section

21E of the Securities Exchange Act of 1934, as amended. . Actual results may differ materially

from the results suggested by these forward-looking statements, for a number of reasons,

including, but not limited to, market conditions, the cost and success of development activities

and ability to successfully manage growth. Readers are referred to the documents filed by

Brekford International Corp. with the SEC, specifically the Company’s most recent reports filed on

Form 10-K and Forms 10-Q, which further identify the important risk factors which could cause

actual results to differ materially from the forward-looking statements in this release. The

Company expressly disclaims any obligation to update any forward-looking statements.

EX-99.2

EXHIBIT 99.2

  News Release

Brekford International Corp. Retracts a Statement in its March 24, 2009 Press Release
Entitled "Revenues Grow for the Third Consecutive Quarter and Net Income Grows for
the Fourth Consecutive Quarter."

HANOVER, MD (March 24, 2009) – Brekford International Corp., a provider of rugged, mobile technology systems and fleet vehicle upfitting services to public safety and federal agencies announces that it retracts a statement made in its March 24, 2009 press release entitled "Revenues Grow for the Third Consecutive Quarter and Net Income Grows for the Fourth Consecutive Quarter."

·

A statement in the press release providing that “[a]s of this press release, the Company has settled all pending litigation” was incorrect and therefore the Company retracts that statement.  

·

The statement should have read “[a]s of this press release, the Company has settled all pending litigation previously instituted against the Company.”

About Brekford International Corp.

Brekford International Corp. (BFDI: OTCBB) is a provider of fully integrated, rugged technology solutions geared toward mission-critical operations. For more than a decade, the Company has provided services to branches of the U.S. military, various federal entities and numerous security and public safety agencies throughout the Mid-Atlantic region. Brekford provides these agencies with an end-to-end suite of what it believes are superior products and services designed to streamline procurement processes and offer maximum functionality in their day-to-day operations. For more Company information, please visit www.brekford.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of that term in Section 21E of the Securities Exchange Act of 1934, as amended. . Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, market conditions, the cost and success of development activities and ability to successfully manage growth. Readers are referred to the documents filed by Brekford International Corp. with the SEC, specifically the Company’s most recent reports filed on Form 10-K and Forms 10-Q, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this release. The Company expressly disclaims any obligation to update any forward-looking statements.