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): ~~July~~May 1225, ~~2006~~2007

~~STRONGHOLD TECHNOLOGIES~~DealerAdvance, ~~INC~~ Inc.

(Exact name of registrant as specified in charter)

Stronghold Technologies, Inc.

(Former name of registrant)

Nevada	333-54822	22-3762832
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

~~106~~16801 ~~Allen~~ Addison Road, ~~Basking~~Suite ~~Ridge~~310, NJAddison, ~~07920~~Texas 75001

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (~~908~~214) ~~903~~866-~~1195~~0606

Copies to:

~~Gregory~~Richard ~~Sichenzia~~ Anslow, Esq.

~~Stephen~~Anslow M. & ~~Fleming,~~Jaclin ~~Esq.~~LLP

~~Sichenzia~~195 ~~Ross~~ Route 9 ~~Friedman~~South, ~~Ference~~Suite ~~LLP~~204

~~1065~~Manalapan, ~~Avenue~~ NJ ~~of the Americas~~07726

~~New~~Phone: ~~York, New~~ (732) ~~York 10018~~409-1212

~~Phone~~Fax: (~~212~~732) ~~930~~ 577-~~9700~~1188

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):

[o ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ o ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[o ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[o ] 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
Item 2.03	Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
Item 3.02	Unregistered Sales of Equity Securities

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ToOn ~~obtain~~ May ~~funding for its ongoing operations~~ 25, ~~Stronghold Technologies~~2007, ~~Inc.~~we ~~(the “Company”)~~ entered into a Securities Purchase Agreement (the “"Securities Purchase Agreement”") with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (collectively, the “ "Investors”"). onUnder ~~March 17,~~the ~~2006~~terms ~~for~~of the ~~sale~~Securities Purchase Agreement, the Investors purchased an aggregate of (i) $1900,~~450,~~000 in callable ~~secured~~ convertible ~~notes~~ secured notes (the “"Notes”") and (ii) ~~stock purchase~~ warrants ~~(the “Warrants”)~~ to ~~buy~~purchase 25,~~900,~~000 ,0000 shares of our common stock (the "Warrants").

Pursuant to the Securities Purchase Agreement, the ~~Company~~Investors ~~has~~will ~~entered~~purchase ~~into~~ the ~~following~~Notes ~~closings~~ and Warrants in six tranches as set forth below:

·1. onOn ~~March~~May 1731, ~~2006~~2007, the Investors purchased ~~$250,000 in~~ Notes ~~and~~aggregating ~~received Warrants to purchase 2~~$150,~~900,~~000 ~~shares of the Company’s common stock;~~.

·2. onOn ~~April~~the ~~12,~~final ~~2006~~business day of each of the five (5) months beginning in June 2007 and ending in October 2007, the Investors ~~purchased~~shall purchase Notes aggregating $~~200~~150,000 ~~in Notes;~~each.

·The Notes carry onan ~~June~~interest rate of 8,% ~~2006~~and a maturity date of May 25, 2010. The notes are convertible into our common shares at the ~~Investors~~Variable ~~purchased~~Conversion ~~$200,000~~Price in(as defined hereafter). ~~Notes;~~The Variable Conversion Price shall be equal to the Applicable Percentage multiplied by the average of the lowest three (3) trading prices for our shares of common stock during the twenty (20) trading day period prior to conversion. The Applicable Percentage is between 50% and 60% depending upon the status of the registration statement to be filed by the Company.

·At our option, onwe ~~July~~may 12prepay the Notes in the event that no event of default exists, there ~~2006~~are a sufficient number of shares available for conversion of the Notes and ~~Investors~~the ~~purchased~~Common ~~$200~~Stock is trading below the Initial Market Price as adjusted. In addition,~~000~~ in the event that the average daily price of the common stock, as reported by the reporting service, for each day of the month ending on a determination date is below the Initial Market Price as adjusted, we may prepay a portion of the outstanding principal amount of the Notes equal to 104% of the principal amount hereof divided by thirty-six (36) plus one month’s interest. Exercise of this option will stay all conversions for the following month. The full principal amount of the Notes is due upon default under the terms of Notes. In addition, the Company has granted the investors a security interest in substantially all of its assets and intellectual property, excluding Camelot Studio Group and Camelot Film Group, as well as demand registration rights.

InWe ~~addition,~~ simultaneously ~~provided~~issued ~~that all of the conditions in the Securities Purchase Agreement are satisfied, on the final business day of each month until January 2007, the Company will issue~~ to the Investors ~~and~~seven ~~the~~year ~~Investors~~warrants ~~will~~to purchase ~~$100~~ 5,000,000 shares inof ~~Notes.~~our ~~The~~common ~~Company~~stock orat aan ~~majority~~exercise inprice ~~interest~~ of ~~the Investors may terminate the obligation to issue additional Notes and Warrants upon 30 days notice~~$.05.

The ~~Notes bear~~ Investors ~~interest~~have atcontractually ~~8%,~~agreed ~~mature~~to ~~two~~restrict ~~years~~their ~~from~~ability ~~the~~to ~~date of issuance, and are~~convert ~~convertible into our common stock, at~~ the ~~Investors' option, at a conversion~~ ~~price,~~ Notes ~~equal~~and toexercise the ~~lower~~Warrants ofand ~~(i)~~receive ~~$0.05~~shares ~~or (ii) 25%~~ of the ~~average~~Company's ~~of the three lowest intraday trading prices for our~~ common stock ~~during the 20 trading days~~ ~~before,~~ such ~~but~~that ~~not including,~~ the ~~conversion~~number ~~date. As~~ of ~~July~~shares ~~17, 2006, the average~~ of the ~~three~~Company's ~~lowest intraday trading prices for our~~ common stock ~~during~~held ~~the preceding~~by ~~20 trading days as reported on the Over-The-Counter Bulletin Board~~them ~~was $.015~~ and~~, therefore, the conversion price for the secured convertible notes~~ ~~was $.0037.~~ their ~~Based~~affiliates onafter ~~this~~such conversion ~~price,~~or ~~the~~exercise ~~Notes~~does innot ~~the~~exceed ~~amount of $850,000~~4.99% ~~outstanding as~~ of ~~July 18, 2006 pursuant to this financing arrangement were~~the ~~convertible~~ then ~~into~~issued ~~229,729,729~~and outstanding shares of ~~our~~the Company's common stock.

We ~~may~~ are ~~prepay~~ committed to registering the ~~Notes~~shares inof common stock underlying the ~~event~~Notes. We have ~~that~~agreed noto ~~event~~file ofthe ~~default~~registration ~~exists,~~statement ~~there~~within ~~are~~thirty a(30) days ~~sufficient~~ from ~~number~~the closing date of ~~shares~~our ~~available~~agreement ~~for~~with ~~conversion~~the ofInvestors ~~the~~otherwise ~~callable~~we ~~secured~~may be subject ~~convertible~~ to penalty ~~notes~~provisions. ~~and~~There ~~the~~are ~~market~~penalty ~~price~~provisions isif atthe orCompany ~~below~~does ~~$.08~~not use ~~per~~its best ~~share.~~efforts ~~The~~and ~~full principal~~respond ~~amount~~to ofcomments from the ~~Notes~~SEC isregarding ~~due~~its ~~upon~~Registration Statement ~~default~~in ~~under~~a timely manner, or after the ~~terms~~Registration ofStatement ~~Notes.~~has been ~~In addition,~~ declared weeffective ~~have~~by ~~granted~~ the ~~Investors~~SEC, asales ~~security~~of ~~interest~~all inof ~~substantially~~the Registrable Securities ~~all~~ cannot of be ~~our~~made ~~assets~~pursuant ~~and~~to ~~intellectual~~the ~~property~~Registration asStatement ~~well~~due asto ~~registration~~the ~~rights.~~fault of the Company.

~~The Warrants~~ITEM ~~are exercisable until five years from the date of issuance at a purchase price of $0~~2.0503 ~~per~~CREATION ~~share.~~OF InA ~~addition,~~DIRECT ~~the~~FINANCIAL ~~exercise~~OBLIGATION ~~price~~OR ofAN ~~the Warrants~~OBLIGATION isUNDER ~~adjusted~~AN inOFF-BALANCE ~~the~~SHEET ~~event~~ARRANGEMENT weOF ~~issue~~A ~~common stock at a price below market.~~ REGISTRANT

The ~~Investors~~ sale of ~~have~~Notes ~~contractually~~described ~~agreed~~in toItem ~~restrict~~1.01 ~~their~~was ~~ability~~completed toon ~~convert~~May ~~the~~25, 2007. The Company ~~Notes~~ received ~~and~~$150,000 ~~exercise~~in ~~the~~gross ~~Warrants~~proceeds ~~and~~from ~~receive~~the ~~shares~~Notes ofon ~~our~~May ~~common~~31, ~~stock~~2007. ~~such~~At ~~that~~ the closing, the ~~number~~company ofbecame ~~shares~~obligated ofto the ~~Company~~Investors ~~common~~for ~~stock~~$150,000 ~~held~~in byface amount ~~them~~of ~~and~~the ~~their affiliates~~Notes. ~~after~~The ~~such~~Notes ~~conversion~~are ora ~~exercise~~debt ~~does~~obligation ~~not~~arising ~~exceed~~other ~~4.99%~~than in of the ~~Company’s~~ ordinary ~~then~~course ~~issued~~of ~~and~~business ~~outstanding~~which ~~shares~~constitute ofa ~~common~~direct ~~stock~~financial obligation of us.

~~The sale of~~ITEM the Notes in the amount of $250,000 was completed on March 17, 2006, in the amount of $200,000 on April 12, 2006, in the amount of $200,000 on June 8, 2006 and in the amount of $200,000 on July 12, 20063. As02 ofUNREGISTERED ~~the~~SALES ~~date~~OF ~~hereof,~~EQUITY the Company is obligated on $850,000 in face amount of Notes issued to the Investors in connection with this financing. The Notes are a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company. In addition, the Company is also obligated on $4,680,000 in face amount of callable secured convertible notes issued to the Investors pursuant to other Securities Purchase Agreements entered with the Investors.SECURITIES

The Notes and Warrants referenced in Item 1.01 were offered and sold to the Investors in a private placement transaction ~~made~~ in reliance upon exemptions from registration pursuant to Section 4(2) ~~under~~of the Securities Act of 1933 and Rule 506 ~~promulgated~~of ~~thereunder~~ Regulation D promulgated thereto. Each of the Investors is an accredited investor as defined in Rule 501 of Regulation D ~~promulgated~~ under the Securities Act of 1933.

Item 9 8.01 ~~Financial Statements~~ ~~and~~DEPARTURE ~~Exhibits~~OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Exhibit No.	Description
4.1	Securities Purchase Agreement dated March 17, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (1)
4.2	Form of Callable Secured Convertible dated March 17, 2006(1)
4.3	Form of Stock Purchase Warrant dated March 17, 2006 (1)
4.4	Registration Rights Agreement dated March 17, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (1)
	Security Agreement dated March 17, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (1)
	Intellectual Property Security Agreement dated March 17, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (1)
4.7	Form of Callable Secured Convertible dated April 12, 2006 (2)
4.8	Form of Callable Secured Convertible dated June 20, 2006 (3)
4.9	Form of Callable Secured Convertible dated July 12, 2006

On May 29, 2007, Steven Humphries, Chief Executive Officer and Chief Financial Officer of the DealerAdvance, Inc. (the “Company”), resigned as Chief Financial Officer. Mr. Humphries will continue to serve as Chief Executive Officer of the Company.

~~_________________________________________~~In conjunction with Mr. Humphries’ resignation, the Company announced the appointment of David Wange to serve as the Company’s Chief Financial Officer. Mr. Wange’s appointment is effective May 29, 2007.

~~(1)~~Before ~~Incorporated~~ joining bythe ~~reference~~Company, toMr. ~~the~~Wange ~~Form~~served ~~8-K~~seven ~~Current~~years ~~Report~~with ~~filed~~American ~~with~~Express Financial Advisors as a Business Financial Advisor. Most recently, Mr. Wange has spent the past four years serving as an independent consultant advising ~~Securities~~ companies on best practices for internal audit and ~~Exchange~~Sarbanes ~~Commission~~Oxley onAct compliance. ~~March~~Mr. 23Wange holds a Bachelors of Science in Economics from Texas A & M University, ~~2006~~a Masters of Science in Accounting from the University of Texas, Dallas, a Masters of Arts in Biblical Studies from the Dallas Theological Seminary, and is a Certified Public Accountant in the State of Texas.

~~(2)~~A ~~Incorporated~~ press release, bydated ~~reference~~May to29, ~~the~~2007, ~~Form~~announcing ~~8-K~~Mr. ~~Current~~Wange’s ~~Report~~appointment ~~filed~~as ~~with~~Chief Financial ~~the~~Officer, is attached as Exhibit 99.1 to this Current Report on ~~Securities~~ Form 8-K and ~~Exchange~~is ~~Commission~~incorporated onherein ~~April~~by ~~17,~~reference. ~~2006~~

(3) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 17, 2006

Item 9.01	Financial Statements and Exhibits

Exhibit No.	Description
4.1	Securities Purchase Agreement dated by and among the Company and the Investors
4.2	Form of Callable Convertible Secured Note by and among the Company and the Investors
4.3	Form of Stock Purchase Warrant by and among the Company and the Investors
4.4	Registration Rights Agreement by and among the Company and the Investors
4.5	Security Agreement by and among the Company and the Investors
4.6	Intellectual Property Agreement by and among the Company and the Investors

99.1	Press release of DealerAdvance, Inc. dated May 30, 2007

_____________________________________________

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~~DEALERADVANCE ~~TECHNOLOGIES,~~ INC.

Date: July 18, 2006	By: /s/ Christopher Carey
Date: June 1, 2007	By:	/s/Steven Humphries
	Name: Christopher Carey
		Name: Steven Humphries
	Title: CEO
		Title: Chief Executive Officer

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