Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
STRIKEFORCE TECHNOLOGIES, INC.
Common Stock, par
value $0.0001
CUSIP
86332V307
May 9, 2014
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No.
86332V307
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13G
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Page 1 of 4
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1.
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Name of Reporting Person
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Tarpon Bay Partners
LLC
I.R.S. Identification
No. of Above Person (entities only) 46-3264113
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
¨
(b)
x
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4.
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Citizenship or Place of Organization
Florida
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5.
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Sole Voting Power
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528,541
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Number of Shares
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6.
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Shared Voting Power
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528,541
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Owned by Each
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Reporting Person
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7.
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Sole Dispositive Power
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528,541
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With
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8.
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Shared Dispositive Power
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528,541
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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Reporting Person holds 528,541
shares of Issuer’s common stock. In addition, Reporting Person holds a convertible promissory note in the aggregate
principal amount of $3,700.00. The promissory note is subject to restriction of beneficial ownership prohibiting the holder from
beneficially owning greater than 9.9% of the Issuer’s common stock at any given time. Reporting Person expressly disclaims
any beneficial ownership in shares of common stock of Issuer held by any other person or entity.
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10.
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Check if the Aggregate Amount in Row 9 Excludes Certain
Shares
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¨
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11.
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Percent of Class Represented by Amount in Row 9 8.6%
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12.
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Type of Reporting Person PN
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CUSIP No.
86332V307
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13G
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Page
2 of 4
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ITEM 1
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(a)
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NAME
OF ISSUER STRIKEFORCE TECHNOLOGIES, INC.
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(b)
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
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1090 King Georges Post
Road, Ste. 603, Edison, NJ 08837
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ITEM 2
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(a)
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NAME
OF PERSON FILING Tarpon Bay Partners LLC
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(b)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
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17210 Germano Court,
Naples, FL 34110
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(c)
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CITIZENSHIP United States
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(d)
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TITLE OF CLASS OF SECURITIES Common Stock, par value
$0.0001
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(e)
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CUSIP NUMBER
86332V307
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ITEM 3
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If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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[ ] Broker or dealer registered under section 15 of the Act
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(b)
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[ ] Bank as defined in section 3(a)(6) of the Act
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(c)
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[ ] Insurance company as defined in section 3(a)(19) of the Act
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(d)
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[ ] Investment company registered under section 8 of the Investment Company Act of 1940
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(e)
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[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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(f)
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[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
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(g)
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[ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
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CUSIP No.
86332V307
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13G
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Page
3 of 4
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(h)
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[ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act
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(i)
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[ ] A church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940
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(j)
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[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
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If this statement is
filed pursuant to Rule 13d-1(c), check this box
x
(a) Amount beneficially owned:
Reporting
Person holds 528,541
shares of Issuer’s common stock. In addition, Reporting Person holds
a convertible promissory note in the aggregate principal amount of $3,700.00. The promissory note is subject to restriction of
beneficial ownership prohibiting the holder from beneficially owning greater than 9.9% of the Issuer’s common stock at any
given time. Reporting Person expressly disclaims any beneficial ownership in shares of common stock of Issuer held by any other
person or entity.
(b) Percent of class:
8.6%
(c) Number of shares as to which
the person has:
(i) Sole power to vote or to direct
the vote:
528,541
(ii) Shared power to vote or to direct
the vote:
528,541
(iii) Sole power to dispose or to direct
the disposition of:
528,541
(iv) Shared power to dispose or to direct
the disposition of:
528,541
ITEM 5 OWNERSHIP OF FIVE PERCENT
OR LESS OF A CLASS
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following
¨
ITEM 6 OWNERSHIP OF MORE THAN FIVE
PERCENT ON BEHALF OF ANOTHER PERSON
ITEM 7 IDENTIFICATION AND CLASSIFICATION
OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
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CUSIP No.
86332V307
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13G
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Page
4 of 4
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ITEM 8 IDENTIFICATION AND CLASSIFICATION
OF MEMBERS OF THE GROUP
N/A
ITEM 9 NOTICE
OF DISSOLUTION OF GROUP
N/A
ITEM 10 CERTIFICATION
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired are not being held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
May
9, 2014
Tarpon Bay Partners
LLC
By: __
Stephen
Hicks
_________
Manager