UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 2, 2006 -------------------------------- QUANTA CAPITAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) -------------------------------- Commission File Number: 000-50885 BERMUDA N/A (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1 Victoria Street, Fourth Floor Hamilton HM11 Bermuda (Address of principal executive offices and zip code) 441-294-6350 (Registrant's telephone number, including area code) 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: [ ]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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On March 2, 2006, Quanta Capital Holdings Ltd. (the "Company") issued a press release and held an earnings conference call to discuss its preliminary results of operations for the fourth quarter ended December 31, 2005. The results remain preliminary and subject to final review by the Company's auditors. The Company also discussed A.M. Best's decision to downgrade the Company's financial strength rating from A- (Excellent) to B++ (Very Good). A copy of the press release and a transcript of the conference call are being furnished with this Form 8-K as Exhibits 99.1 and 99.2. The information in this Item 2.02 of this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Description ----------- ---------------------------------------------------------------- 99.1 Press Release dated March 2, 2006. ----------- ---------------------------------------------------------------- 99.2 Transcript of Conference Call Conducted by the Company on March 2, 2006. ----------- ---------------------------------------------------------------- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. QUANTA CAPITAL HOLDINGS LTD. Date: March 8, 2006 /s/ Robert Lippincott III ---------------------------------- Robert Lippincott III Interim Chief Executive Officer INDEX TO EXHIBITS Exhibit Number Description ----------- ---------------------------------------------------------------- 99.1 Press Release dated March 2, 2006. ----------- ---------------------------------------------------------------- 99.2 Transcript of Conference Call Conducted by the Company on March 2, 2006. ----------- ----------------------------------------------------------------