STANFORD VENTURE CAPITAL HOLDINGS INC (Form Type: 4, Filing Date: 07/12/2004)

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

STANFORD VENTURE CAPITAL HOLDINGS INC

2. Issuer Name and Ticker or Trading Symbol
STRONGHOLD TECHNOLOGIES INC [SGHT.OB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

201 S. BISCAYNE BLVD., SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2002

(Street)

MIAMI, FL 33131

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽²⁾	07/01/2003	07/01/2003	P		12,857	A	$0.97	12,857	D⁽¹⁾
Common Stock	12/15/2003	12/15/2003	C		1,001,374	A	$0.0001⁽⁴⁾	1,014,231	D
Common Stock	06/16/2004	06/16/2004	P		875,000	A	$ 0 ⁽⁵⁾	1,889,231	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

$1.5

07/19/2002

502,750

07/19/2002

⁽³⁾

Common Stock

502,750

$1.5

3,004,124

Warrant to Purchase Common Stock

$0.0001⁽⁴⁾

07/19/2002

251,374

07/19/2002

05/15/2007

Common Stock

251,375

$0.0001⁽⁴⁾

3,004,124

Series B Preferred Stock

$0.9

04/30/2003

2,444,444

04/30/2003

⁽³⁾

Common Stock

2,444,444

$0.9

5,448,568

Warrants to Purchase Common Stock

$0.0001⁽⁴⁾

12/15/2003

1,001,374

07/19/2002

05/15/2007

Common Stock

1,001,374

$0.0001⁽⁴⁾

4,447,195

Warrants to Purchase Common Stock

$0.001

06/16/2004

1,000,000

06/16/2004

06/15/2009

Common Stock

1,000,000

$0.001

5,447,195

Explanation of Responses:

1.	These securities are directly beneficially owned by Stanford Venture Capital Holdings, Inc. and may be deemed to be indirectly beneficially owned by R. Allen Stanford. Mr. Stanford disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2.	Common Stock, par value $.0001 per share.
3.	Preferred Stock does not have an expiration date.
4.	Warrant exercise price reduced from original conversion price of $1.50 and $2.25 to $.25 on 04/30/2003 and to $.0001 on 12/15/2003.
5.	875,000 Shares of Common Stock transferred by Christopher Carey to reporting person in consideration for modification of certain loans to Issuer by reporting person.

	Signatures
	/s/ James M. Davis, President	07/12/2004
	** Signature of Reporting Person	Date
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