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): April 30, 2006
STRONGHOLD TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
--------------------------------------------------------------------------------
Nevada 333-54822 22-3762832
--------------------------------------------------------------------------------
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) Identification No.)
--------------------------------------------------------------------------------
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
On April 30, 2006, Stronghold Technologies, Inc. (the "Company") entered into a
Consulting Agreement with Humphries Marketing Group, LLC ("HMG") pursuant to
which HMG has agreed to provide management and administrative services including
the appointment of Steven Humpheries as an executive officer and the appointment
of a person to act as the Vice President of Sales. The Consulting Agreement is
for a term of three years. In consideration for providing such services, the
Company shall pay HMG (i) $15,000 per month unless it has achieved $150,000 in
revenue per month, then the payment shall be $18,500 per month; (ii) 20%
commission on net sales; (iii) reimbursement of business expenses; (iv) health
benefits and (v) an option exercisable at an aggregate price of $1.00 to
purchase an amount of shares of common stock of the Company, which vest on the
12 month anniversary of entering into the consulting agreement (the "First
Anniversary Date"), equal to 10% of the total outstanding shares of the Company
as of the First Anniversary Date and a second option to purchase shares of
common stock of the Company equal to 10% of the total outstanding shares of the
Company as of the date the Company has generated positive net income for four
consecutive quarters (the "Net Income Date"), which shall vest as of the Net
Income Date; provided, however, such options may only be exercised upon New
Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
Ltd. or AJW Partners, LLC (collectively, the "Investors") having fully converted
their convertible debt outstanding as of April 30, 2006 (the "Debt") to shares
of common stock of the Company. In the event that the Investors have not
converted the Debt 30 days prior to the expiration of the Consulting Agreement,
then HMG may exercise its option. HMG is restricted from selling securities in
the Company; provided, however, after the expiration of three years from the
date of the Consulting Agreement and until such time that the Investors have
converted all the Debt, Consultant may then sell 20% of its shares per year.
ITEM 8.01 OTHER EVENTS
In the Matter of Lenard Berger vs. the Company (AAA Case No 18 116 01402 05), an
American Arbitration proceeding, the arbitrator decided against the Company and
awarded Mr. Berger a total $214,361 plus fees of $4,000 and additional costs of
$6,365 and ordered that the Company remove the restrictive legend from the
securities held by Mr. Berger. The Company is currently negotiating with Mr.
Berger to settle this matter, however we cannot provide any guarantee that such
negotiations will proceed or be finalized.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
----------- -----------
10.1 Consulting Agreement dated April 30, 2006 by and between the
Company and HMG
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: June 7, 2006 By: /s/Christopher Carey
--------------------
Name: Christopher Carey
Title: CEO