UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 333-54822
CUSIP Number 82773R 20 2
(Check One)
|_| Form 10-K/Form 10-KSB |_| Form 20-F |_| Form 11-K |X| Form 10-Q/Form 10-QSB
|_| Form N-SAR |_| Form N-CSR
For period ended June 30, 2005
|_| Transition Report on Form 10-K/Form 10-KSB
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q/Form 10-QSB
|_| 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
Stronghold Technologies, Inc.
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Full Name of Registrant
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106 Allen Road
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Address of Principal Executive Office
Basking Ridge, NJ 07920
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City, State and Zip Code
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;
|X| (b) The subject annual report, semi-annual report, transition
report on Forms 10-K, X 10-KSB, 20-F, 11-K, or Form N-SAR, or
portion 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, 10-QSB, 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 reason why Forms 10-K, 10-KSB, 11-K, 20-F,
10-Q, 10-QSB, N-SAR, N-CSR or the transition report portion thereof could not be
filed within the prescribed time period.
The registrant is in the process of preparing and reviewing the financial
information of the registrant. The process of compiling and disseminating the
information required to be included in the Form 10-QSB for the relevant fiscal
quarter, as well as the completion of the required review of the registrant's
financial information, could not be completed without incurring undue hardship
and expense. The registrant undertakes the responsibility to file such quarterly
report no later than five days after its prescribed due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Christopher Carey, CEO (908) 903-1195
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(2) Have all other periodic reports required under Section 13 or 15(d) or 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) : Yes |X| 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? :
Yes |X| No |_|
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reason why a reasonable estimate
of the results cannot be made.
For the quarter ended June 30, 2004, the registrant had revenues of $700,250 and
net loss of $487,267. For the quarter ended June 30, 2005, the registrant
currently estimates that it had revenues of approximately $370,000 and a net
loss of approximately $800,000. Results for the quarter ended June 30, 2005
remain subject to further adjustment and actual results may differ significantly
from the foregoing estimates. The main reasons for this decrease in revenues can
be attributed to a decrease in sales force and the increase in net loss can be
attributed to the accounting treatment of the Company's convertible debt.
Stronghold Technologies, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 15, 2005 By: /s/ Christopher Carey
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Christopher Carey
Chief Executive Officer