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: - September 29, 2004


                            Assuretec Holdings, Inc.
                            ------------------------
                     (Exact name of registrant as specified)



                    200 Perimeter Road, Manchester, NH 03103
                    ----------------------------------------
                    (Address of principal executive offices)



                                 (603) 641-8443

<PAGE>

                         (Registrant's telephone number)

Item 5.02      Changes in Registrant's Board of Directors
               ------------------------------------------

(a) (1)        On September 27, 2004, the Registrant received the resignation of
               Tom Colatosti as a director of the Company and its wholly owned
               subsidiary, Assuretec Systems, Inc. Mr. Colatosti was the
               Company's and subsidiary's only outside director and also the
               Company's sole member of the Audit Committee. Mr. Colatosti had
               no material events that affected his decision other than the
               inability of the Company to purchase Director and Officer
               Liability Insurance as a result of the Company's limited
               available funds.

               The Company believes, but cannot assure, that his resignation as
               a director will not impair the operations of the Company nor the
               Company's ability to obtain financing. Mr. Colatosti will
               continue to consult for the Company as a technical advisor for
               marketing and business development. A copy of Mr. Colatosti's
               resignation letter is attached as an exhibit to this form 8-K.

               Dr. Bruce Reeves, CEO of the Company, will remain as the sole
               director of the Company.

               The Company will continue to seek outside directors. There can be
               no assurance that the Company will attract a qualified successor
               until the Company obtains additional funding, has significant
               revenues and/or obtains Director and Officer Liability Insurance.
<PAGE>


Item 9.01     Financial Statements, Pro Forma Financial Statements and Exhibits.
              -----------------------------------------------------------------

               Exhibit 16 - Letter from Thomas J. Colatosti in accordance with
               Item 5.02(a)(1)


                                   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.

                                           Assuretec Holdings, Inc.

                                           /s/ R. Bruce Reeves, President
                                           -------------------------------------
Dated: September 29, 2004
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{"company-data": {"conformed-name": "ASSURETEC HOLDINGS INC", "cik": "0001271484", "assigned-sic": "7373", "irs-number": "200007441", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50506", "film-number": "041053676"}, "business-address": {"street1": "200 PERIMETER RD", "city": "MANCHESTER", "state": "NH", "zip": "03103", "phone": "6036418443"}}
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: - September 29, 2004

                            Assuretec Holdings, Inc.
                            ------------------------
                     (Exact name of registrant as specified)

                    200 Perimeter Road, Manchester, NH 03103
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (603) 641-8443
(Registrant's telephone number)

Item 5.02      Changes in Registrant's Board of Directors
               ------------------------------------------

(a) (1)        On September 27, 2004, the Registrant received the resignation of
               Tom Colatosti as a director of the Company and its wholly owned
               subsidiary, Assuretec Systems, Inc. Mr. Colatosti was the
               Company's and subsidiary's only outside director and also the
               Company's sole member of the Audit Committee. Mr. Colatosti had
               no material events that affected his decision other than the
               inability of the Company to purchase Director and Officer
               Liability Insurance as a result of the Company's limited
               available funds.

               The Company believes, but cannot assure, that his resignation as
               a director will not impair the operations of the Company nor the
               Company's ability to obtain financing. Mr. Colatosti will
               continue to consult for the Company as a technical advisor for
               marketing and business development. A copy of Mr. Colatosti's
               resignation letter is attached as an exhibit to this form 8-K.

               Dr. Bruce Reeves, CEO of the Company, will remain as the sole
               director of the Company.

               The Company will continue to seek outside directors. There can be
               no assurance that the Company will attract a qualified successor
               until the Company obtains additional funding, has significant
               revenues and/or obtains Director and Officer Liability Insurance.
Item 9.01     Financial Statements, Pro Forma Financial Statements and Exhibits.
              -----------------------------------------------------------------

               Exhibit 16 - Letter from Thomas J. Colatosti in accordance with
               Item 5.02(a)(1)

                                   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.

                                           Assuretec Holdings, Inc.

                                           /s/ R. Bruce Reeves, President
                                           -------------------------------------
Dated: September 29, 2004