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): March 10, 2006
STRONGHOLD TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
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Nevada 333-54822 22-3762832
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation or Number) 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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 13, 2006, Stronghold Technologies, Inc. (the "Company") engaged
the firm of Paritz & Company, PA ("New Auditors") to serve as its independent
registered public accountants for the fiscal year ending December 31, 2005. On
March 10, 2006 (the "Termination Date"), the Company notified Rothstein, Kass &
Company, P.C. ("Former Auditors") that it was terminating Former Auditors'
services. The decision to change accountants was recommended and approved by the
Company's Audit Committee and Board of Directors.
During the two fiscal years ended December 31, 2003 and 2004, and through
the Termination Date, (i) there were no disagreements between the Company and
Former Auditors on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if not resolved to
the satisfaction of Former Auditors would have caused Former Auditors to make
reference to the matter in its reports on the Company's financial statements,
and (ii) except for Former Auditors' report on the Company's December 31, 2004
financial statements, which included an explanatory paragraph wherein they
expressed substantial doubt about the Company's ability to continue as a going
concern, Former Auditors' reports on the Company's financial statements did not
contain an adverse opinion or disclaimer of opinion, or was modified as to
uncertainty, audit scope or accounting principles. During the two fiscal years
ended December 31, 2004 and 2003 and through the Termination Date, there were no
reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-B.
During the two fiscal years ended December 31, 2004 and 2003 and through
the Termination Date, the Company has not consulted with New Auditors regarding
either:
1. The application of accounting principles to any specific transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, and neither a written
report was provided to New Auditors nor oral advice was provided that New
Auditors concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting
issue; or
2. Any matter that was either subject of disagreement or event, as defined in
Item 304(a)(1)(iv) of Regulation S-B and the related instruction to Item
304 of Regulation S-B, or a reportable event, as that term is explained in
Item 304(a)(1)(iv) of Regulation S-B.
On March 15, 2006, the Company provided Former Auditors with a copy of the
disclosures it is making in response to Item 4.01 on this Form 8-K, and has
requested that Former Auditors furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements within 10 business days of the filing of this Form 8-K. Such letter
is filed herewith as Exhibit 16.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
EXHIBIT
NUMBER
DESCRIPTION
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16.1 Letter on change in certifying accountant dated March 15, 2006 from
Former Auditors, CPAs
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: March 15, 2006 By:/s/Christopher Carey
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Name: Christopher Carey
Title: CEO