SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER: 333-54822
NOTIFICATION OF LATE FILING
(Check One):
|X| Form 10-K | | Form 20-F | | Form 11-K | |Form 10-Q | | Form N-SAR
For Period Ended: December 31, 2002
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Stronghold Technologies, Inc.
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Full Name of Registrant
TDT Development, Inc.
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Former Name if Applicable
777 Terrace Avenue
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Address of Principal Executive Office (Street and Number)
Hasbrouck Heights, New Jersey 07604
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
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;
(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
|X| 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.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof, could not be filed within
the prescribed time period.
Stronghold Technologies, Inc. (the "Company") is unable to timely file its
Annual Report on Form 10-KSB for the Year Ended December 31, 2002 (the "Form
10-KSB") without unreasonable effort or expense because management of the
Company has been utilizing much of its efforts in attempting to raise
capital. The Form 10-KSB is currently being prepared and will be filed no
later than the fifteenth calendar day following the March 31, 2003 due date
of the Form 10-KSB.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Christopher J. Carey (201) 727-1464
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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 answer is no,
identify report(s).
|X| Yes | | No
(3) Isit 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?
|X| Yes | | 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.
The Company's operations through May 16, 2002 were comprised solely of its
truffle business, which was conducted through its wholly-owned subsidiaries,
Terre di Toscana, Inc. and Terres Toscanes, Inc. The Company's operations from
May 16, 2002 through December 31, 2002 were comprised of its truffle business
(which was divested on July 19, 2002) and its handheld wireless technology
business. The Company's results of operations reflect the treatment of the
truffle business as discontinued operations and, therefore, figures from those
periods reflect operations of its handheld wireless technology business only,
other than with respect to other expenses. We believe that a comparison of the
Company's truffle business to its handheld wireless technology business is not
a relevant analysis for purposes of the Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002. As a result, the Company believes that
period-to-period comparisons of its results of operations will not be
meaningful and should not be relied upon as indicators of future performance.
Therefore, results of operations for the fiscal years ended December 31, 2001
and 2002 reflect operations of the Company's handheld wireless technology
business only.
Stronghold Technologies, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 28, 2003 By: /s/ Christopher J. Carey
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Christopher J. Carey, President and
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.