UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 333-54822
NOTIFICATION OF LATE FILING
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2004
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________________
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:________________________
_______________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant Stronghold Technologies, Inc.
Former name if applicable
Address of principal executive office 106 Allen Road
City, state and zip code Basking Ridge, NJ 07920
PART II
RULE 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.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form 10-Q, or portion
|X| thereof will be filed on or before the 15th calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, 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, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
The compilation, dissemination and review of the information required to
be presented in the Form 10-KSB for the relevant fiscal year has imposed time
constraints that have rendered timely filing of the Form 10-KSB impracticable
without undue hardship and expense to the registrant. The registrant undertakes
the responsibility to file such annual report no later than fifteen days after
its original date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert Nawy (908) 904-1195
(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 the answer is no,
identify report(s).
|X| Yes |_| No
(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.
Stronghold Technologies, Inc.
Name of Registrant as Specified in Charter.
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: March 31, 2005 /s/ Christopher Carey
------------------------------
By: Christopher Carey
Chief Executive Officer
EXPLANATION OF CHANGES
For the year ended December 31, 2003, the registrant had revenues of
$2,996,344 and net loss of $4,258,007. For the year ended December 31, 2004, the
registrant currently estimates that it had revenues of approximately $2,490,000
and a net loss of approximately $2,970,000. Results for the 2004 fiscal year
remain subject to further adjustment and actual results may differ significantly
from the foregoing estimates.
The main reasons for this decrease in revenue can be attributed to:
o the steps we made to address our limited funding that included
reductions of our sales, marketing and client consultant
staffs,
o a strategic decision to allocate resources to establish our
first sales efforts through third party distributors; and
o a loss of momentum in the late part of the second quarter and
the early part of the third quarter resulting from concerns
regarding closure of our pending funding that was needed to
maintain operations.
The decrease in net loss can be attributed to a significant reduction in
staffing in addition to reduced sales, general and administrative expenses.
The largest portion of the reduction in expense is primarily attributable
to efficiencies gained through the reduction of staff from 41 in December 31,
2003 to 21 in the year ended December 31, 2004. Other significant expense
reductions within selling, general and administrative expenses included legal,
printing and reproduction, travel, marketing, recruiting and consultants.