UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported): February 6, 2006
STRONGHOLD TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
Nevada 333-54822 22-3762832
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation or Identification No.)
Organization)
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106 Allen Road, Basking Ridge, NJ 07920
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 903-1195
Copies to:
Gregory Sichenzia, Esq.
Stephen M. Fleming, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On February 6, 2006, Stronghold Technologies, Inc. (the "Company") and
Christopher Carey, the Company's Chief Executive Officer, entered into an
Agreement of Settlement (the "Agreement") pursuant to which Mr. Carey waived all
rights to his accrued salary in the amount of $931,369 and in consideration for
the issuance of 21,428,571 shares of common stock and 10,000 shares of Series C
Preferred Stock (the "Series C Stock").
The Series C Stock has a stated value of $78.14 per share (the "Stated
Value"). Each share of Series C Stock is convertible into shares of common stock
determined by dividing the Stated Value of such share by the closing bid price
on the day immediately before such conversion. The Series C Stock is convertible
at the option of the holder and will be automatically converted into common
stock upon receipt of financing (the "Financing") from New Millennium Capital
Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. or AJW
Partners, LLC (collectively, the "Investors"). Upon receipt of financing from
the Investors, the number of shares of Series C Stock multiplied by the Stated
Value equal to the gross proceeds of the Financing shall be automatically
converted into shares of common stock of the Company. On March 17, 2006, the
Company received financing from the Investors in the amount of $250,000.
Accordingly, Mr. Carey converted 3,199 Series C Stock into 12,500,000 shares of
common stock.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
3.1 Certificate of Designation of Series C Preferred Stock
10.1 Agreement of Settlement dated February 6, 2006 by and
between Christopher Carey and Stronghold Technologies, inc.
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 hereunto duly authorized.
STRONGHOLD TECHNOLOGIES, INC.
Date: April 3, 2006 By:/s/Christopher Carey
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Name: Christopher Carey
Title: CEO