U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ X ] Form N-SAR
For Period Ended: March 31, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:__________________
________________________________________________________________________________
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Part 1 -- Registrant Information
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Full Name of Registrant Stronghold Technologies, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number) 106 Allen Road
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City, Street and Zip Code Basking Ridge, NJ 07920
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Part II -- Rules 12b-25 (b) and (c)
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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 Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth 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.
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Part III -- Narrative
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State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
As a result of the impact of new accounting standards on the accounting and
other resources needed to finalize the audit of Stronghold Technologies, Inc.'s
financial statements as of and for the fiscal year ended December 31,2003, the
Company, without unreasonable effort and expense, cannot complete and compile
its quarterly financial statements and file its Annual Report on Form 10-Q for
the quarter ended March 31, 2004 within the prescribed time period. The Company
believes its financial statement review will be completed by May 18, 2004 and
intends to file on or before May 24, 2004 its Quarterly Report on Form 10-Q.
In accordance with Rule 12(b)-25(b)(2) of the Securities Exchange Act of 1934,
as amended, and pursuant to Part II(b) of this Form 12b-25, the Company plans to
file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2004
within five (5) calendar days following the prescribed due date thereof.
Part IV --Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
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Christopher J. Carey (908) 903-1195
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(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?
[ ] Yes [X] 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.
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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.
Date: May 14, 2004 By: /s/ Christopher J. Carey
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Christopher J. Carey
President and Chief Executive Officer
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