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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Orion Technologies
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(Name of issuer)
Common Stock
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(Title of class of securities)
686302
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(CUSIP Number)
MHE Projix
Louis Taubman, Esq.
39 Broadway, Suite 2250
New York, New York 10006
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(Name, address and telephone number of person
authorized to receive notices and communications)
February 24, 2000
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(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 which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following [_].
Check the following box if a fee is being paid with the statement [_].
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1 NAME OF REPORTING PERSON: MHE Projix, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION- Florida
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NUMBER OF 7 SOLE VOTING POWER -
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER - 150,000
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -
REPORTING --------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER WITH -150,000
WITH --------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14 TYPE OF REPORTING PERSON
00
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Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $.001 per
share (the "Common Stock"), of Orion Technologies, Inc. (the "Issuer"). The
Issuer is a Delaware corporation with its principal executive offices located at
1800 Diagonal Road, Suite 500, Alexandria, Virginia 22314.
Item 2. Identity and Background.
The names of the persons filing this statement are MHE Projix, LLC., a limited
liability company ("MHE Projix"). The address of the principal business and
principal office of MHE Projix is 1700 NE 4th Court, Ft. Lauderdale, Florida
33301. The managers members of MHE Projix are David Simonetti, Mark Elenowitz,
Louis Taubman, MHE, Inc., Projix Corporation, KT Ventures, LLC, and Thomas
Bostic Smith. The principal business of MHE Projix is a consulting, private
investment, and managing assets company.
(d) During the last five years, neither the Filing Persons, nor, to the
knowledge of the Filing Persons, any person who is a member of the limited
liability company, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(e) During the last five years, neither the Filing Persons, nor, to the
knowledge of the Filing Persons, any person who is a member of the limited
liability company, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
MHE Projix was the primary owner of the shares of Hancock Holdings, Inc., a
Delaware Corporation. On February 22, 2000, Hancock Holdings was acquired
entirely by Issuer (Orion Technologies) in exchange for 150,000 shares of
Issuer's common stock.
Item 4. Purpose of Transaction.
Pursuant to a share exchange agreement, dated February 22, 2000, Orion
Technologies, acquired all of the issued and outstanding capital stock of
Hancock Holdings, Inc., from the shareholders of Hancock Holdings in a pro rata
exchange for an aggregate of 150,000 shares of Orion Technologies' common stock,
par value $.001 per share. MHE Projix has no plans or proposals that relate or
would result in any of the matters referred to in paragraphs (a) through (j)
inclusive, of Item 4 of Schedule 13D. However, the reporting persons, may from
time to time, review and reconsider their positions with respect to any such
matter.
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Item 5. Interest in Securities of the Issuer.
(a) MHE Projix maybe deemed to each be the beneficial owner of 150,000 shares of
Common Stock of the issuer for purposes of Rule 13d-1(a) promulgated under the
Securities Exchange Act of 1934, as amended, which represents approximately 6.3%
of the shares of Common Stock outstanding (based on the number of shares of
Common Stock issued outstanding on February 22, 2000).
(b) The number of shares as to which MHE Projix has:
(i) sole power to vote or direct the vote is 0.
(ii) shared power to vote or to direct the vote is 150,000.
(iii) Sole power to dispose or to direct the disposition of 0.
(iv) Shared power to dispose of or direct the disposition of 150,000.
(c) On or about March 1, 2000, MHE Projix distributed 140,498 shares of common
stock issued to it as a result of the acquisition. As a result of these
distributions, MHE Projix has ceased to be the beneficial owner of five
percent of the class of securities.
<TABLE>
<CAPTION>
Identity of Person Date of Transaction Amount of Price per where/how
Who effected securities involved Share transaction
Transaction was effected
<S> <C> <C> <C> <C>
MHE March 1, 2000 1,000 $6.50 Distribution
MHE March 1, 2000 6850 $6.50 Distribution
MHE March 1, 2000 6850 $6.50 Distribution
MHE March 1, 2000 6850 $6.50 Distribution
MHE March 1, 2000 1000 $6.50 Distribution
MHE March 1, 2000 1000 $6.50 Distribution
MHE March 1, 2000 29,112 $6.50 Distribution
MHE March 1, 2000 29,112 $6.50 Distribution
MHE March 1, 2000 29,112 $6.50 Distribution
MHE March 1, 2000 29,112 $6.50 Distribution
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
There are no contract, arrangements, understandings, or relationships (legal or
otherwise) among the persons named in Item 2 and between such person and any
person with respect to any securities of the issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees profits,
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division of profits or loss, or giving or withholding proxies, naming the
persons with whom such contracts, arrangements, understandings or relationships
have been entered into. There are no securities that are pledged or otherwise
subject to a contingency which would give another person voting power or
investment power over such securities.
Item 7. Material to Be Filed as Exhibits
N/A.
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.
Dated: April 18, 2000
MHE Projix, LLC
/s/ Louis Taubman
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Louis Taubman,
Managing Member
