UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

 

 

 For the quarterly period ended March 31, 2022

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

 

 

For the transition period from _________ to _________

 

STRIKEFORCE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its Charter)

 

Wyoming

 

000-55012

 

22-3827597

(State or other jurisdiction of

incorporation or organization)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

 

1090 King Georges Post Road, Suite 603

Edison, NJ 08837

(Address of Principal Executive Offices)

 

(732) 661-9641

(Issuer’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Name of each exchange

on which registered

N/A

 

N/A

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

 Common Stock, $0.0001 par value

 

 SFOR

 

OTCQB

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes No ☒

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such a shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated Filer

Smaller reporting company

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at May 16, 2022

Common stock, $0.0001 par value

 

1,005,611,161

 

Indicate the number of shares outstanding of each of the issuer’s classes of preferred stock, as of the latest practicable date.

 

Class

 

Outstanding at May 16, 2022

Preferred stock, Series A, no par value

 

3

 

Class

 

Outstanding at May 16, 2022

Preferred stock, Series B, $0.10 par value

 

36,667

 

Transitional Small Business Disclosure Format Yes ☐      No ☒

 

Documents Incorporated By Reference

None

 

 

 

 

STRIKEFORCE TECHNOLOGIES, INC.

 

INDEX TO FORM 10-Q FILING

MARCH 31, 2022

 

TABLE OF CONTENTS

 

PART I

Financial Information

 

 

Page

Number

 

 

 

 

 

 

 

Item 1.

Financial Information

 

 

3

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets at March 31, 2022 (unaudited) and December 31, 2021

 

 

3

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations for the Three months ended March 31, 2022 and 2021 (unaudited)

 

 

4

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three months ended March 31, 2022 and 2021 (unaudited)

 

 

5-6

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 2022 and 2021 (unaudited)

 

 

7

 

 

 

 

 

 

 

 

Notes to the Condensed Consolidated Financial Statements for the Three months ended March 31, 2022 and 2021 (unaudited)

 

 

8

 

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

16

 

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

20

 

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

 

20

 

 

 

 

 

 

 

PART II

Other Information

 

 

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

 

22

 

 

 

 

 

 

 

Item 1A.

Risk Factors

 

 

22

 

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

23

 

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

 

24

 

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

 

24

 

 

 

 

 

 

 

Item 5.

Other Information

 

 

24

 

 

 

 

 

 

 

Item 6.

Exhibits

 

 

25

 

 

 

 

 

 

 

SIGNATURES

 

 

27

 

 

 

 

 

 

 

EX-31.1

Management Certification

 

 

 

 

 

 

 

 

 

 

EX-32.1

Sarbanes-Oxley Act

 

 

 

 

 

 
2

Table of Contents

 

PART I

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

STRIKEFORCE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

March 31, 2022

 

 

December 31, 2021

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash (includes VIE balances of $1,000 and $1,000, respectively)

 

$ 974,000

 

 

$ 2,084,000

 

Accounts receivable, net

 

 

14,000

 

 

 

24,000

 

Prepaid expenses

 

 

2,000

 

 

 

13,000

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

990,000

 

 

 

2,121,000

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

24,000

 

 

 

-

 

Operating lease right-of-use asset

 

 

94,000

 

 

 

107,000

 

Other assets

 

 

12,000

 

 

 

12,000

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$ 1,120,000

 

 

$ 2,240,000

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses (includes VIE balances of $4,000 and $2,000, respectively)

 

$ 1,042,000

 

 

$ 996,000

 

Convertible notes payable (including $895,000 and $895,000 in default, respectively)

 

 

1,378,000

 

 

 

1,398,000

 

Convertible notes payable - related parties

 

 

268,000

 

 

 

268,000

 

Notes payable (including $1,965,000 and $1,972,000 in default, respectively) (includes VIE balances of $310,000 and $310,000, respectively)

 

 

1,965,000

 

 

 

1,972,000

 

Notes payable - related parties

 

 

693,000

 

 

 

693,000

 

Accrued interest (including $1,527,000 and $1,497,000 due to related parties, respectively) (includes VIE balances of $126,000 and $120,000, respectively)

 

 

5,577,000

 

 

 

5,477,000

 

Contingent payment obligation

 

 

1,500,000

 

 

 

1,500,000

 

VIE Financing obligation

 

 

1,263,000

 

 

 

1,263,000

 

Operating lease liability, current portion

 

 

55,000

 

 

 

39,000

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

13,741,000

 

 

 

13,606,000

 

 

 

 

 

 

 

 

 

 

Notes payable, long-term portion

 

 

150,000

 

 

 

150,000

 

Operating lease liability, long term portion

 

 

43,000

 

 

 

73,000

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

13,934,000

 

 

 

13,829,000

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A Preferred stock, no par value; 100 shares authorized;  3 shares issued and outstanding

 

 

987,000

 

 

 

987,000

 

Series B Preferred stock par value $0.10: 100,000,000 shares authorized; 36,667 shares issued and outstanding

 

 

4,000

 

 

 

4,000

 

Preferred stock series not designated par value $0.10: 10,000,000 shares authorized; none issued or outstanding

 

 

-

 

 

 

-

 

Common stock par value $0.0001: 4,000,000,000 shares authorized; 955,515,078 and 955,380,225 shares issued and outstanding, respectively

 

 

96,000

 

 

 

96,000

 

Additional paid-in capital

 

 

61,430,000

 

 

 

59,788,000

 

Accumulated deficit

 

 

(74,455,000 )

 

 

(71,595,000 )

Total StrikeForce Technologies, Inc. stockholders’ deficit

 

 

(11,938,000 )

 

 

(10,720,000 )

Noncontrolling interest in consolidated subsidiary

 

 

(876,000 )

 

 

(869,000 )

 

 

 

 

 

 

 

 

 

Total Stockholders’ Deficit

 

 

(12,814,000 )

 

 

(11,589,000 )

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

 

$ 1,120,000

 

 

$ 2,240,000

 

 

See accompanying notes to the condensed consolidated financial statements.

 

 
3

Table of Contents

 

STRIKEFORCE TECHNOLOGIES, INC.

 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

For the Three Months Ended

 

 

 

March 31,

2022

 

 

March 31,

2021

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

 

 

 

 

 

Revenue

 

$ 32,000

 

 

$ 46,000

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Cost of revenue

 

 

10,000

 

 

 

3,000

 

Selling, general and administrative expenses

 

 

2,636,000

 

 

 

5,628,000

 

Research and development

 

 

154,000

 

 

 

145,000

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

2,800,000

 

 

 

5,776,000

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(2,768,000 )

 

 

(5,730,000 )

 

 

 

 

 

 

 

 

 

Other expense:

 

 

 

 

 

 

 

 

Interest expense (including $30,000 and $31,000 to related parties, respectively)

 

 

(99,000 )

 

 

(128,000 )

Debt discount amortization

 

 

-

 

 

 

(23,000 )

Financing costs

 

 

-

 

 

 

(3,239,000 )

Change in fair value of derivative liabilities

 

 

-

 

 

 

(219,000 )

Loss on extinguishment of debt, net

 

 

-

 

 

 

(607,000 )

 

 

 

 

 

 

 

 

 

Other expense

 

 

(99,000 )

 

 

(4,216,000 )

 

 

 

 

 

 

 

 

 

Net loss

 

 

(2,867,000 )

 

 

(9,946,000 )

 

 

 

 

 

 

 

 

 

Net loss attributable to noncontrolling interest

 

 

7,000

 

 

 

7,000

 

 

 

 

 

 

 

 

 

 

Net loss attributable to StrikeForce Technologies, Inc.

 

$ (2,860,000 )

 

$ (9,939,000 )

 

 

 

 

 

 

 

 

 

Net loss per common share

 

 

 

 

 

 

 

 

-Basic and diluted

 

$ (0.00 )

 

$ (0.01 )

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

-Basic and diluted

 

 

955,465,906

 

 

 

777,075,644

 

 

See accompanying notes to the condensed consolidated financial statements.

 

 
4

Table of Contents

 

STRIKEFORCE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited)

 

Three months ended March 31, 2022

 

 

 

 Series A

Preferred stock,

no par value

 

 

 Series B

Preferred stock,

par value $0.10

 

 

 Common stock,

par value

$0.0001

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Noncontrolling

 

 

Total

Stockholders’

 

 

 

 Shares

 

 

Amount

 

 

 Shares

 

 

Amount

 

 

 Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Interest

 

 

Deficit

 

Balance at January 1, 2022

 

 

3

 

 

$ 987,000

 

 

 

36,667

 

 

$ 4,000

 

 

 

955,380,225

 

 

$ 96,000

 

 

$ 59,788,000

 

 

$ (71,595,000 )

 

$ (869,000 )

 

$ (11,589,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of common stock issued for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

134,853

 

 

 

-

 

 

 

6,000

 

 

 

-

 

 

 

-

 

 

 

6,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of vested options

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,636,000

 

 

 

-

 

 

 

-

 

 

 

1,636,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,860,000 )

 

 

(7,000 )

 

 

(2,867,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2022 (unaudited)

 

 

3

 

 

$ 987,000

 

 

 

36,667

 

 

$ 4,000

 

 

 

955,515,078

 

 

$ 96,000

 

 

$ 61,430,000

 

 

$ (74,455,000 )

 

$ (876,000 )

 

$ (12,814,000 )

 

See accompanying notes to the condensed consolidated financial statements.

 

 
5

Table of Contents

 

STRIKEFORCE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (Unaudited)

 

Three months ended March 31, 2021

 

 

 

 Series A

Preferred stock,

no par value

 

 

 Series B

Preferred stock,

par value $0.10

 

 

 Common stock,

par value

$0.0001

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Noncontrolling

 

 

Total

Stockholders’

 

 

 

 Shares

 

 

Amount

 

 

 Shares

 

 

Amount

 

 

 Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Interest

 

 

Deficit

 

Balance at January 1, 2021

 

 

3

 

 

$ 987,000

 

 

 

36,667

 

 

$ 4,000

 

 

 

718,263,338

 

 

$ 72,000

 

 

$ 39,814,000

 

 

$ (54,396,000 )

 

$ (823,000 )

 

$ (14,342,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

38,116,450

 

 

 

4,000

 

 

 

1,445,000

 

 

 

-

 

 

 

-

 

 

 

1,449,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of common stock issued for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

128,527

 

 

 

-

 

 

 

16,000

 

 

 

-

 

 

 

-

 

 

 

16,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of vested options

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,230,000

 

 

 

-

 

 

 

-

 

 

 

5,230,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of common stock issued as a financing cost

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

16,931,437

 

 

 

1,000

 

 

 

3,238,000

 

 

 

-

 

 

 

-

 

 

 

3,239,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued upon cashless exercise of options

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17,208,335

 

 

 

2,000

 

 

 

(2,000 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued upon conversion of notes and accrued interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

16,168,589

 

 

 

2,000

 

 

 

1,033,000

 

 

 

-

 

 

 

-

 

 

 

1,035,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued upon conversion of debt settlement

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

460,829

 

 

 

-

 

 

 

88,000

 

 

 

-

 

 

 

-

 

 

 

88,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,939,000 )

 

 

(7,000 )

 

 

(9,946,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2021 (Unaudited)

 

 

3

 

 

$ 987,000

 

 

 

36,667

 

 

$ 4,000

 

 

 

807,277,505

 

 

$ 81,000

 

 

$ 50,862,000

 

 

$ (64,335,000 )

 

$ (830,000 )

 

$ (13,231,000 )

 

See accompanying notes to the condensed consolidated financial statements.

 

 
6

Table of Contents

 

STRIKEFORCE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

For the Three Months

 

 

For the Three Months

 

 

 

Ended

 

 

Ended

 

 

 

March 31,

2022

 

 

March 31,

2021

 

 

 

 (Unaudited)

 

 

 (Unaudited)

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$ (2,867,000 )

 

$ (9,946,000 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

-

 

 

 

1,000

 

Amortization of discount

 

 

-

 

 

 

23,000

 

Amortization of right-of-use asset

 

 

13,000

 

 

 

12,000

 

Fair value of common stock issued for services

 

 

6,000

 

 

 

16,000

 

Fair value of vested options

 

 

1,636,000

 

 

 

5,230,000

 

Fair value of common stock issued for financing services

 

 

-

 

 

 

3,239,000

 

Change in fair value of derivative liabilities

 

 

-

 

 

 

219,000

 

Loss on extinguishment of debt, net

 

 

-

 

 

 

607,000

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

10,000

 

 

 

3,000

 

Prepaid expenses

 

 

11,000

 

 

 

(2,000 )

Accounts payable and accrued expenses

 

 

46,000

 

 

 

(8,000 )

Accrued interest

 

 

99,000

 

 

 

34,000

 

Operating lease liability

 

 

(14,000 )

 

 

(13,000 )

Net cash used in operating activities

 

 

(1,060,000 )

 

 

(585,000 )

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(24,000 )

 

 

-

 

Net cash used in investing activities

 

 

(24,000 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

 

-

 

 

 

1,449,000

 

Proceeds from notes payable

 

 

-

 

 

 

177,000

 

Repayment of convertible note payable

 

 

(20,000 )

 

 

-

 

Repayment of notes payable

 

 

(6,000 )

 

 

(97,000 )

Repayment of convertible notes payable-related parties

 

 

-

 

 

 

(30,000 )

Repayment of notes payable-related parties

 

 

-

 

 

 

(260,000 )

Net cash provided by (used in) financing activities

 

 

(26,000 )

 

 

1,239,000

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(1,110,000 )

 

 

654,000

 

 

 

 

 

 

 

 

 

 

Cash at beginning of the period

 

 

2,084,000

 

 

 

162,000

 

 

 

 

 

 

 

 

 

 

Cash at end of the period

 

$ 974,000

 

 

$ 816,000

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Interest paid

 

$ -

 

 

$ 76,000

 

Income tax paid

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing transactions

 

 

 

 

 

 

 

 

Common stock issued for conversion of notes and accrued interest

 

$ -

 

 

$ 1,035,000

 

Common stock issued upon conversion of debt settlement

 

$ -

 

 

$ 88,000

 

 

See accompanying notes to the condensed consolidated financial statements.

 

 
7

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StrikeForce Technologies, Inc.

Notes to the Condensed Consolidated Financial Statements

Three months ended March 31, 2022 and 2021

 

Note 1 - Organization and Summary of Significant Accounting Policies

 

StrikeForce Technologies, Inc. (the “Company”) is a software development and services company that offers a suite of integrated computer network security products using proprietary technology. The Company’s operations are based in Edison, New Jersey.

 

Basis of presentation and principles of consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2022. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2021 and notes thereto contained in the Annual Report on Form 10-K of the Company as filed with the SEC on April 14, 2022.

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiary, BlockSafe Technologies, Inc. (“BST”). BST is owned 49% by the Company and 31% by three executive officers of the Company. BST meets the definition of a variable interest entity (“VIE”) and based on the determination that the Company is the primary beneficiary of BST. BST’s operating results, assets and liabilities are consolidated by the Company. Intercompany balances and transactions have been eliminated in consolidation.

 

At March 31, 2022, noncontrolling interests represents 51% of BST that the Company does not directly own. The Company and BST have a management agreement pursuant to which BST shall remit a management fee of $36,000 per month to the Company, and when BST reaches a milestone of $1,000,000 in financing, an additional management fee of $5,000,000 shall be owed to the Company, payable monthly over three years. The management fee is eliminated in consolidation. At March 31, 2022 and December 31, 2021, the amount of VIE cash on the accompanying condensed consolidated balance sheets can be used only to settle obligations of BST, and the amounts of VIE accounts payable, VIE Notes Payable, VIE Accrued Interest, and VIE Financing Obligation have no recourse to the general credit of the Company.

 

Going Concern

 

We have yet to establish any history of profitable operations. During the three months ended March 31, 2022, the Company incurred a net loss of $2,867,000 and used cash in operating activities of $1,060,000, and at March 31, 2022, the Company had a stockholders’ deficit of $12,814,000. In addition, we are in default on notes payable and convertible notes payable in the aggregate amount of $2,861,000. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report published on our December 31, 2021 year-end financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern.

 

Management estimates that the current funds on hand will be sufficient to continue operations through the next six months. Our ability to continue as a going concern is dependent upon our ability to continue to implement our business plan. Currently, management is attempting to increase revenues by selling through a channel of distributors, value added resellers, strategic partners and original equipment manufacturers. While we believe in the viability of its strategy to increase revenues, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to increase our customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, if needed, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

 

COVID-19

 

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, customers, economies, and financial markets globally. It has also disrupted the normal operations of many businesses. This outbreak could decrease spending, adversely affect demand for the Company’s products, and harm the Company’s business and results of operations.

 

During the three months ended March 31, 2022 and the year ended December 31, 2021, the Company believes the COVID-19 pandemic did impact its operating results. For the three months ended March 31, 2022 and the year ended December 31, 2021, sales to customers decreased by 30% and 7%, respectively, as compared to the prior year. However, the Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity.

 

The Company has been following the recommendations of health authorities to minimize exposure risk for its team members during the pandemic, including the temporary closure of its corporate office and having team members work remotely. During the second quarter of 2021, the Company reopened its corporate office while continuing to adhere to the guidelines issued by health authorities. Many customers and vendors have transitioned to electronic submission of invoices and payments.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to accounting for financing obligations, assumptions used in valuing stock instruments issued for services, assumptions used in valuing derivative liabilities, the valuation allowance for deferred tax assets, and the accrual of potential liabilities. Actual results could differ from those estimates.

 

Revenue Recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

The Company’s revenue consists of revenue from sales and support of our software products. Revenue primarily consists of sales of software licenses of our ProtectID®, GuardedID®, MobileTrust® and SafeVchat™ products. The Company recognizes subscription revenue over a one-month period based on a typical monthly renewal cycle in accordance with its customer agreement terms. For service contracts, the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered.

 

The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining customer contracts.

 

Cost of revenue includes direct costs and fees related to the sale of our products.

 

 
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Table of Contents

 

The following tables present our revenue disaggregated by major product and service lines:

 

 

 

Three months ended

 

 

 

 March 31,

2022

 

 

March 31,

2021

 

Software

 

$ 32,000

 

 

$ 45,000

 

Service

 

 

-

 

 

 

1,000

 

Total revenue

 

$ 32,000

 

 

$ 46,000

 

 

Fair Value of Financial Instruments

 

The Company follows the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

 

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company’s assumptions.

 

The Company is required to use of observable market data if such data is available without undue cost and effort.

 

The Company believes the carrying amounts reported in the balance sheet for accounts receivable, accounts payable, accrued expenses, convertible notes, and notes payables approximate fair values because of the short-term nature of these financial instruments.

 

Derivative Financial Instruments

 

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company evaluates embedded conversion features within its convertible debt to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative. The fair value of the embedded derivatives are determined using the trinomial/binomial valuation method at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. All outstanding derivative financial instruments were extinguished during fiscal year 2021.

 

Stock-Based Compensation

 

The Company periodically issues stock options, warrants, and shares of common stock as share-based compensation to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on FASB ASC 718, Compensation – Stock Compensation (Topic 718) whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.

 

The fair value of the Company’s stock options and warrants are estimated using the Black-Scholes-Merton option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton option pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

 

Loss per Share

 

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive:

 

 

 

Three months ended

 

 

 

March 31, 2022

 

 

March 31, 2021

 

Options to purchase common stock

 

 

83,133,001

 

 

 

40,633,001

 

Warrants to purchase common stock

 

 

68,981,234

 

 

 

27,355,475

 

Convertible notes

 

 

21

 

 

 

21

 

Convertible Series B Preferred stock

 

 

1,284,394

 

 

 

492,455

 

Total

 

 

153,398,650

 

 

 

68,480,952

 

 

 
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Table of Contents

 

Concentrations

 

For the three months ended March 31, 2022, sales to four customers comprised 38%, 26%, 11% and 10% of revenues. For the three months ended March 31, 2021, sales to two customers comprised 72% and 15% of revenues. At March 31, 2022, two customers comprised 59% and 18% of accounts receivable.

 

The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. At March 31, 2022, the Company had cash deposits that exceeded the federally insured limit of $250,000 per account. The Company believes that no significant concentration of credit risk exists with respect to its cash balances because of its assessment of the creditworthiness and financial viability of the financial institution.

 

Segments

 

The Company operates in one segment for the development and distribution of our software products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base, single sales team, marketing department, customer service department, operations department, finance and accounting department to support its operations and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.

 

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As a small business filer, ASU 2020-06 will be effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Management is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

 

 
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Note 2 - Convertible Notes Payable

 

Convertible notes payable consisted of the following:

 

 

 

March 31,

2022

 

 

December 31,

2021

 

Secured

 

 

 

 

 

 

(a) Convertible notes due to AL-Bank

 

$ 483,000

 

 

$ 503,000

 

 

 

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

(b) Convertible notes with fixed conversion features, in default

 

 

895,000

 

 

 

895,000

 

Total Convertible notes

 

$ 1,378,000

 

 

$ 1,398,000

 

 

 

(a)

During fiscal 2005, the Company issued notes payable to DART/Citco Global in the aggregate of $543,000. The notes bear interest at an average rate of 7.5% per annum and matured in December 2010. The aggregate notes are convertible by the note holder into approximately less than one share of the Company’s common stock based on a fixed conversion price adjusted for applicable reverse stock splits that occurred in the prior years. In fiscal 2009, the note holders agreed to the forbearance of any interest on the notes payable to DART/Citco Global. In August 2021, the notes were assigned to Aktieselskabet Arbejdernes Landsbank (“AL-Bank”), a financing institution based in Denmark. In September 2021, the Company executed a repayment agreement with AL-Bank whereby the Company shall make monthly payments of $10,000 to AL-Bank, starting in October 2021 and ending in January 2025, for a total of $400,000. Once the payments are made in full in accordance with the repayment agreement, the remaining balance of $143,000 shall be forgiven and will be accounted at that time. At December 30, 2021, the outstanding balance of convertible notes payable amounted to $503,000.

 

 

 

 

During the three months ended March 31, 2022, the Company made principal payments of $20,000.

 

 

 

 

At March 31, 2022, the outstanding balance of the secured convertible notes payable amounted to $483,000. The convertible notes payable, including accrued interest are convertible to approximately two shares of the Company’s common stock.

 

 

 

 

(b)

During fiscals 2005 through 2007, the Company issued notes payable in the aggregate of $895,000. The notes are unsecured, bear interest at a rate starting at 8% up to 18% per annum, were due on various dates from March 2008 to March 2015, and are currently in default. The aggregate notes are convertible by the note holders into approximately less than one share of the Company’s common stock based on fixed conversion prices adjusted for applicable reverse stock splits that occurred in prior years.

 

At March 31, 2022 and December 31, 2021, the outstanding balance of unsecured convertible notes payable amounted to $895,000, respectively and deemed in default.  The convertible notes payable, including accrued interest are convertible to approximately thirteen shares of the Company’s common stock.

 

Note 3 - Convertible Notes Payable – Related Parties

 

In prior years, the Company issued unsecured convertible notes to its Chief Executive Officer (CEO) in exchange for cash and/or services rendered. The notes have a compounded interest rate of 8% per annum and will mature on December 31, 2022, as amended. The aggregate notes are convertible by the note holders into approximately less than one share of the Company’s common stock at fixed conversion prices adjusted for applicable reverse stock splits that occurred in prior years. As of March 31, 2022 and December 31, 2021, the outstanding balance of the notes payable amounted to $268,000. As of March 31, 2022, the convertible notes payable, including accrued interest are convertible to approximately six shares of the Company’s common stock.

  

Note 4 - Notes Payable

 

Notes payable consisted of the following:

 

 

 

March 31,

2022

 

 

December 31, 2021

 

Unsecured notes

 

 

 

 

 

 

(a) Notes payable- $1,639,000 - in default

 

$ 1,639,000

 

 

$ 1,639,000

 

(b) Notes payable issued by BST - in default

 

 

310,000

 

 

 

310,000

 

(c) Note payable-EID loan

 

 

150,000

 

 

 

150,000

 

 

 

 

 

 

 

 

 

 

Secured notes payable

 

 

 

 

 

 

 

 

(d)  Notes payable - in default

 

 

16,000

 

 

 

23,000

 

Total notes payable principal outstanding

 

 

2,115,000

 

 

 

2,122,000

 

Less current portion of notes payable, net of discount

 

 

(1,965,000 )

 

 

(1,972,000 )

Long term notes payable

 

$ 150,000

 

 

$ 150,000

 

 

 

(a)

In previous years, the Company issued notes payable in exchange for cash. The notes are unsecured, bear interest at a rate of 8% through 14% per annum and matured starting in fiscal 2011 up to November 2021. At March 31, 2022 and December 31, 2021, the outstanding balance of the notes payable was $1,639,000, respectively, and are deemed in default

 

 

 

 

(b)

In fiscal 2018, the Company’s consolidated subsidiary BlockSafe, issued promissory notes in exchange for cash. The notes are unsecured, bearing interest at a rate of 8% per annum, and matured in September 2019. At March 31, 2022 and December 31, 2021, the outstanding balance of the notes payable amounted to $310,000, respectively, and are deemed in default.

   

 
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(c)

On May 15, 2020, the Company received a $150,000 loan (the “EID Loan”) from the Small Business Administration (SBA) under the SBA’s Economic Injury Disaster Loan program. The EID Loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments of $250 per month are deferred for twenty-four months and will commence in June 2022. The EID Loan may be prepaid at any time prior to maturity with no prepayment penalties. The proceeds from the EID Loan must be used for working capital. The EID Loan contains customary events of default and other provisions customary for a loan of this type.

 

 

 

 

Outstanding balance of the note payable as of March 31, 2022 and December 31, 2021 amounted to $150,000, respectively. The Company was in compliance with the terms of the EID loan as of March 31, 2022.

 

 

 

 

(d)

In fiscal 2019 and 2020, the Company issued notes payable aggregating $468,000. The notes bear interest at a rate starting from 8% to 148% per annum, each agreement secured by substantially all of the assets of the Company, maturing between March 2020 and July 2021. The Company also made principal payments of $319,000, and one secured note of $21,000 was extinguished as part of a debt settlement obligation transaction. At December 31, 2021, the outstanding balance of the secured note agreements was $23,000.

 

 

 

 

 

During the three months ended March 31, 2022, the Company made principal payments of $7,000.

 

 

 

 

 

At March 31, 2022, the outstanding balance of the secured notes payable was $16,000 and is deemed in default. The Company and the note holder are in negotiations to extend the due date of the note.

  

Note 5 - Notes Payable – Related Party

 

Notes payable-related party notes represent unsecured notes payable to the Company’s Chief Executive Officer (CEO) ranging in interest rates of 0% per annum to 10% per annum and will mature on December 31, 2022, as amended. The outstanding balance of these notes payable at March 31, 2022 and December 31, 2021 amounted to $693,000, respectively.  

  

Note 6 – Financing Obligation

 

The Company is in the process of developing Coins or Tokens which are an envisioned virtual currency. In fiscal 2018, the Company’s consolidated subsidiary BlockSafe (BST), issued promissory notes to unrelated parties aggregating $776,000. As part of issuance, the Company agreed to pay a financing obligation to the note holders equal to the note principal in tokens, as defined, to be issued by BlockSafe. In addition, the Company also agreed to issue tokens to an unrelated party in exchange for cash of $50,000.

 

During the year ended December 31, 2019, BlockSafe agreed to issue tokens to unrelated parties in exchange for cash of $122,000. In addition, certain note holders of promissory notes issued by BlockSafe agreed to exchange $315,000 of outstanding principal and accrued interest into the financing obligation to be paid by tokens to be issued by BlockSafe.

 

At March 31, 2022 and December 31, 2021, the outstanding balance of financing obligations amounted to $1,263,000, respectively, to be paid in tokens, as defined. At March 31, 2022 and through the date of filing, BST has not developed or issued any tokens and there is no assurance as to whether, or at what amount, or on what terms, tokens will be available to be issued, if ever. At March 31, 2022, as the tokens do not exist, and any amounts received for tokens are not considered equity or revenue, management determined that 100% of the obligation of $1,263,000 is a liability to be settled by BST, through the issuance of tokens, or through other means if tokens are never issued.

 

Note 7 – Contingent Payment Obligation

 

On September 6, 2017, the Company entered into a litigation funding agreement with Therium Inc. (subsequently Therium Luxembourg) and VGL Capital, LLC (collectively the “Funders”). Under the agreement, the Company received $1,500,000 from the Funders to allow the Company to pursue patent enforcement actions against infringements of its patents. In exchange, the Funders are entitled to receive, after the payment of legal fees, the first $1,500,000 from the gross proceeds of any claims awarded, 10% of any additional claim proceeds until the Funders have received an additional $7,500,000, and 2.5% of any claim proceeds thereafter. The Funders shall be paid only in the event that the Company achieves recoveries of claim proceeds.

 

At March 31, 2022 and December 31, 2021, the Company has reflected the $1,500,000 received from the Funders as a contingent payment obligation to be paid only if claim proceeds are recovered.

 

 
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Table of Contents

 

Note 8 - Operating Lease

 

In January 2019, the Company entered into a noncancelable operating lease for its office headquarters office requiring payments of approximately $4,000 per month, payments increasing 3% each year, and ending on January 31, 2024. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets pursuant to ASC 842, Leases.

 

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

 

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

 

 

 

Three months ended

March 31,

2022

 

 

Three months ended

March 31,

2021

 

Lease Cost

 

 

 

 

 

 

Operating lease cost (included in general and administration in the Company’s statement of operations)

 

$ 14,000

 

 

$ 14,000

 

 

 

 

 

 

 

 

 

 

Other Information

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2022 and 2021

 

$ 14,000

 

 

$ 14,000

 

Weighted average remaining lease term – operating leases (in years)

 

 

1.8

 

 

 

2.8

 

Average discount rate – operating leases

 

 

10.0 %

 

 

10.0 %

 

The supplemental balance sheet information related to leases for the period is as follows:

 

 

 

At March 31, 2022

 

Operating leases

 

 

 

Long-term right-of-use assets

 

$ 94,000

 

 

 

 

 

 

Short-term operating lease liabilities

 

$ 55,000

 

Long-term operating lease liabilities

 

 

43,000

 

Total operating lease liabilities

 

$ 98,000

 

 

Maturities of the Company’s lease liabilities are as follows:

 

Year Ending

 

Operating Leases

 

2022 (9 months)

 

 

43,000

 

2023

 

 

59,000

 

2024

 

 

5,000

 

Total lease payments

 

 

107,000

 

Less: Imputed interest/present value discount

 

 

(9,000 )

Present value of lease liabilities

 

$ 98,000

 

 

Lease expenses were $14,000 and $14,000 during the three months ended March 31, 2022 and 2021, respectively.

 

Note 9 – Stockholders’ Deficit

 

Common Stock

 

During the three months ended March 31, 2022, the Company issued an aggregate of 134,853 shares of its common stock for consulting services, with a fair value of $6,000.

 

 
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Warrants

 

The table below summarizes the Company’s warrant activities for the three months ended March 31, 2022:

 

 

 

Number of

Warrant Shares

 

 

Exercise Price Range

Per Share

 

 

Weighted Average Exercise Price

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2022

 

 

68,981,234

 

 

0.0045-2.90

 

 

$ 0.042647

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

Canceled/Expired

 

 

-

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Balance, March 31, 2022

 

 

68,981,234

 

 

$

 0.0045-2.90

 

 

$ 0.042647

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance outstanding and exercisable, March 31, 2022

 

 

68,981,234

 

 

$

 0.0045-2.90

 

 

$ 0.042647

 

 

At March 31, 2022, the intrinsic value of the warrants amounted to $464,000.

 

The following table summarizes information concerning outstanding and exercisable warrants as of March 31, 2022:

 

 

 

 

Warrants Outstanding and Exercisable

 

Range of Exercise Prices

 

 

Number Outstanding

 

 

Average Remaining

Contractual Life

(in years)

 

 

Weighted Average

Exercise Price

 

 

 

 

 

 

 

 

 

 

 

 

$

0.0045

 

 

 

13,349,242

 

 

 

4.00

 

 

$ 0.0045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.085

 

 

 

588,235

 

 

 

4.00

 

 

$ 0.085

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.05

 

 

 

55,000,000

 

 

 

5.00

 

 

$ 0.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.75

 

 

 

26,515

 

 

 

3.00

 

 

$ 0.75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2.90

 

 

 

17,241

 

 

 

3.00

 

 

$ 2.90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.0045 - $2.90

 

 

 

68,981,234

 

 

 

4.00

 

 

$ 0.042647

 

 

Note 10 – Stock Options

 

The table below summarizes the Company’s stock option activities for the three months ended March 31, 2022:

 

 

 

Number of

Options Shares

 

 

Exercise Price Range

Per Share

 

 

Weighted Average Exercise Price

 

Balance, January 1, 2022

 

 

83,133,001

 

 

0.005-

1,121,250,000

 

 

$ 0.0274

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Expired

 

 

-

 

 

 

-

 

 

 

-

 

Balance outstanding, March 31, 2022

 

 

83,133,001

 

 

$

0.005-

1,121,250,000

 

 

$ 0.0274

 

Balance exercisable, March 31, 2022

 

 

53,433,547

 

 

$

0.005-

1,121,250,000

 

 

$ 0.0274

 

 

At March 31, 2022, the intrinsic value of outstanding options was $717,000.

 

During the period ended March 31, 2022, the Company recognized stock compensation expense of $1,636,000 to account the fair value of stock options that vested. As of March 31, 2022, fair value of unvested stock options amounted to $1.3 million and will be recognized as stock compensation expense in future periods as it vests. 

 

 
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The following table summarizes information concerning the Company’s stock options as of March 31, 2022:

 

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices

 

 

Number Outstanding

 

 

Average Remaining Contractual Life (in years)

 

 

Weighted Average Exercise Price

 

 

Number Exercisable

 

 

Average Remaining Contractual Life (in years)

 

 

Weighted Average Exercise Price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,121,250,000

 

 

 

1

 

 

 

2

 

 

$ 1,121,250,000

 

 

 

1

 

 

 

1

 

 

$ 1,121,250,000

 

$

2.85

 

 

 

126,000

 

 

 

7

 

 

 

2.85

 

 

 

126,000

 

 

 

6

 

 

 

2.85

 

$

3.125

 

 

 

392,000

 

 

 

6

 

 

 

3.125

 

 

 

392,000

 

 

 

5

 

 

 

3.125

 

$

2.05

 

 

 

115,000

 

 

 

9

 

 

 

2.05

 

 

 

115,000

 

 

 

8

 

 

 

2.05

 

$

0.0375

 

 

 

65,000,000

 

 

 

10

 

 

 

0.0375

 

 

 

36,748,634

 

 

 

10

 

 

 

0.0375

 

$

0.005

 

 

 

17,500,000

 

 

 

10

 

 

 

0.005

 

 

 

16,051,912

 

 

 

10

 

 

 

0.005

 

$

0.005 – 1,121,250,000

 

 

 

83,133,001

 

 

 

6.8

 

 

$ 0.03704

 

 

 

53,433,547

 

 

 

6.8

 

 

$ 0.0274

 

 

Note 11 – Subsequent Events

 

Subsequent to March 31, 2022, the Company issued 96,083 shares of common stock for services with a fair value of $4,000.

 

In May 2022, the Company amended the exercise price of 50 million shares of stock warrants granted in September 2021 from $0.05 per share to $0.02 per share.  As a result, these warrant holders exercised their warrants and the Company issued 50 million shares of common stock for cash proceeds of $1,000,000.  As an inducement to these warrant holders to exercise their warrants, the Company granted them stock warrants to purchase 50 million shares of common stock.  The warrants are exercisable at $0.05 per share and will expire in 5 years. The Company is in the process of determining the appropriate accounting for these transactions.

  

 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Included in this interim report are “forward-looking” statements, within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”) as well as historical information. Some of our statements under “Business”, “Properties”, “Legal Proceedings”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,” the Notes to Condensed Consolidated Financial Statements” and elsewhere in this report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled “Risk Factors.” Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and we cannot assure you that actual results will be consistent with these forward-looking statements. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.

 

Such risks include, among others, the following: international, national and local general economic and market conditions: our ability to sustain, manage or forecast our growth; material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the current inflation rate and supply chain disruptions; the implications and consequences of the COVID-19 pandemic on our business and on our clients’ business and on the effectiveness and distributions of vaccines and boosters, domestically and internationally, to limit the impact of COVID-19, and changes to mask mandate policies and to transitioning from a pandemic to an endemic; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this filing.

 

Consequently, all the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed or published, to reflect the occurrence of unanticipated events or otherwise.

 

Unless otherwise noted, references in this Form 10-Q to “StrikeForce”, “we”, “us”, “our”, “SFT”, “our company”, and the “Company” means StrikeForce Technologies, Inc., a Wyoming corporation.

 

Background

 

We are a software development and services company that offers a suite of integrated computer network security products using proprietary technology. Our ongoing strategy is developing and marketing our suite of network security products to the corporate, financial, healthcare, legal, government, technology, insurance, e-commerce and consumer sectors. We plan to continue to grow our business primarily through our expanding sales channel and internally generated sales, rather than by acquisitions. We hold a 49% interest in BlockSafe Technologies, Inc., and a 100% interest in Cybersecurity Risk Solutions, LLC.

 

 
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In March 2020, the World Health Organization declared the spread of COVID-19 a pandemic. This outbreak continues to spread throughout the U.S. and around the world. As a result, authorities continue to implement numerous measures to try to contain the virus, including restrictions on travel, quarantines, shelter-in-place orders, business restrictions and complete shutdowns. We are not considered an “essential business” due to the industries and customers we serve. As of, and subsequent to, March 31, 2022, we have been following the recommendations of the CDC and state/local health authorities to minimize exposure risk for our team members during the pandemic, including the temporary closure of our corporate office and having our team members work remotely. During the second quarter of 2021, we reopened our corporate office while continuing to adhere to the guidelines issued by health authorities. Many customers and vendors have transitioned to electronic submission of invoices and payments. The COVID-19 pandemic has resulted in longer response times from potential new customers and certain existing customers. We cannot anticipate the effect that the impairments caused by the COVID-19 pandemic will have on our fiscal 2022 or 2023 results, or the effectiveness and distributions of vaccines, boosters, and their distribution in 2022 and 2023, changes to mask mandate policies and to transitioning from a pandemic to an endemic. The pandemic has significantly impacted the economic conditions both in the United States and worldwide, with accelerated effects through the date of this report, as federal, state and local governments react to the public health crisis, creating significant uncertainties in both the worldwide and the United States economies. The situation is rapidly changing, including the onset of the ongoing subsequent waves of the virus caused by the possibility of various variants over time, and additional impacts to our business may arise that we are not aware of currently. We cannot predict whether, when or the manner in which, the conditions surrounding COVID-19 will change including the timing of lifting any restrictions or office closure requirements. We will continue to evaluate the nature and extent of COVID-19’s impact to our business, consolidated results of operations, financial condition and liquidity, and our results presented herein are not necessarily indicative of the results to be expected for future periods.

 

During the three months ended March 31, 2022, we believe the COVID-19 pandemic did impact our operating results as sales to customers were down 30% as compared from the three months ended March 31, 2021. However, we have not observed any impairments of our assets or a significant change in the fair value of our assets due to the COVID-19 pandemic. At this time, it is not possible for us to predict the duration or magnitude of the adverse results of the outbreak and its effects on our business or results of operations, financial condition, or liquidity.

 

We have been following the recommendations of health authorities to minimize exposure risk for our team members, including the temporary closure of our corporate office and having team members work remotely. Most customers and vendors have transitioned to electronic submission of invoices and payments.

 

Management believes that cyber security is a growing requirement as the pandemic continues, and that more people are working remotely as well as using digital forms on a regular basis. Consequently, the market demand, in our estimation, is increasing. However, our company is also experiencing the impact of the ongoing pandemic. Currently our management is not working from our office location and it impedes our ability to take full advantage of the increasing market demand. Many of our current clients have experienced a dramatic slowdown in their business, limiting their ability to have the resources to pay for our services. We still generate revenues and we anticipate, but cannot guarantee, we will have the resources to advance our video conferencing tool, SafeVchat™ and PrivacyLoK™, that provides authentication and encryption (using our existing products), for which we believe there will be great interest in the market. During the three months ended March 31, 2022 and the year ended December 31, 2021, we earned revenues of $3,000 and $74,000, respectively, from SafeVchat™ and PrivacyLoK™ and overall revenues of $32,000 and $193,000, respectively.

 

Our executive office is located at 1090 King Georges Post Road, Suite 603, Edison, NJ 08837. Our telephone number is (732) 661-9641. At March 31, 2022, we had 14 employees. Our Company’s website is www.strikeforcetech.com (we are not including the information contained in our website as part of, nor should the information be relied upon or incorporated by reference into, this report on Form 10-Q).

 

Results of Operations

 

FOR THE THREE MONTHS ENDED MARCH 31, 2022 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2021

 

Revenues for the three months ended March 31, 2022 were $32,000 compared to $46,000 for the three months ended March 31, 2021, a decrease of $14,000 or 30.4%. The decrease in revenues was primarily due to a decrease in revenues relating to our ProtectID®, GuardedID® and MobileTrust® products, offset by an increase in revenues relating to our SafeVchat™ product, despite the impairments related to the economic consequences of the COVID-19 pandemic. Revenues are derived from software and services.

 

Cost of revenues for the three months ended March 31, 2022 was $10,000 compared to $3,000 for the three months ended March 31, 2021, an increase of $7,000 or 233%. The increase in cost of revenues was primarily due to an increase in the fees related to our product offerings. Cost of revenues are fees and key fobs related to our revenues, and as a percentage of total revenues for the three months ended March 31, 2022 was 31.3% compared to 6.5% for the three months ended March 31, 2021.

 

 
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Research and development expenses for the three months ended March 31, 2022 were $154,000 compared to $145,000 for the three months ended March 31, 2021, an increase of $9,000 or 6.2%. The increase was primarily due to the overall increase in salaries and benefits of the personnel conducting research and development. The salaries, benefits and overhead costs of personnel conducting research and development of our software products primarily comprises our research and development expenses.

 

Compensation, professional fees, and selling, general and administrative (collectively, “SGA”) expenses for the three months ended March 31, 2022 were $2,636,000 compared to $5,628,000 for the three months ended March 31, 2021, a decrease of $2,992,000 or 53.2%. The decrease was due primarily to a decrease in employee stock-based compensation, offset by an increase in compensation expenses and professional fees. SG&A expenses consist primarily of salaries, benefits and overhead costs for executive and administrative personnel, insurance, fees for professional services, including consulting, legal, and accounting fees, plus travel costs and non-cash stock compensation expense for the issuance of stock options to employees and other general corporate expenses.

 

For the three months ended March 31, 2022, other expense was $99,000 as compared to other expense of $4,216,000 for the three months ended March 31, 2021, a decrease in other expense of $4,117,000, or 9.8%. The decrease was primarily due to decreases in financing expense, interest expense, debt discount amortization, and the change in the fair value of derivative liabilities.  The Company’s derivative liabilities were fully extinguished in fiscal 2021.

 

Our net loss for the three months ended March 31, 2022 was $2,867,000 compared to $9,946,000 for the three months ended March 31, 2021, a decrease of $7,079,000, or 71.2%. The decrease was primarily due to decreases in employee stock-based compensation, financing expense, interest expense, debt discount amortization, and the change in the fair value of derivative liabilities, offset by an increase in compensation expenses and professional fees.

 

Liquidity and Capital Resources

 

Our total current assets at March 31, 2022 were $990,000, which included cash of $974,000, as compared with $2,121,000 in total current assets at December 31, 2021, which included cash of $2,084,000. Additionally, we had a stockholders’ deficit in the amount of $12,814,000 at March 31, 2022 compared to a stockholders’ deficit of $11,589,000 at December 31, 2021. We have historically incurred recurring losses and have financed our operations through loans, principally from affiliated parties such as our directors, and from the proceeds of debt and equity financing. We financed our operations during the three months ended March 31, 2022 primarily from the cash balance from the year ended December 31, 2021.

 

Concentrations

 

For the three months ended March 31, 2022, sales to four customers comprised 38%, 26%, 11% and 10% of revenues. For the three months ended March 31, 2021, sales to two customers comprised 72% and 15% of revenues. At March 31, 2022, two customers comprised 59% and 18% of accounts receivable.

 

Going Concern

 

We have yet to establish any history of profitable operations. During the three months ended March 31, 2022, the Company incurred a net loss of $2,867,000 and used cash in operating activities of $1,060,000, and at March 31, 2022, the Company had a stockholders’ deficit of $12,814,000. In addition, we are in default on notes payable and convertible notes payable in the aggregate amount of $2,861,000. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report published on our December 31, 2021 year-end financial statements, and Note 1 in our unaudited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern.

 

Management estimates that the current funds on hand will be sufficient to continue operations through the next six months. Our ability to continue as a going concern is dependent upon our ability to continue to implement our business plan. Currently, management is attempting to increase revenues by selling through a channel of distributors, value added resellers, strategic partners and original equipment manufacturers. While we believe in the viability of its strategy to increase revenues, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to increase our customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, if needed, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

 

 
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Cybersecurity Risk Solutions, LLC

 

On April 15, 2021, StrikeForce formally closed a Member Interest Purchase Agreement in which StrikeForce acquired the entire Member Interests of Cybersecurity Risk Solutions, LLC, a New Jersey limited liability company. In April 2021, we issued 500,000 shares of common stock with a fair value of $36,000, for the purchase of Cybersecurity Risk Solutions, LLC. At the date of acquisition, Cybersecurity Risk Solutions, LLC had nominal assets and liabilities, no revenues and limited operating history. Furthermore, the Company also determined that the acquisition did not meet the requirement of a significant acquisition pursuant to the regulations of the Securities and Exchange Commission.

 

Cybersecurity Risk Solutions, LLC is a cybersecurity firm offering cyber, privacy & data protection services including a personal cyber risk assessment, the industry’s first cyber health score, report and custom action plan, as well as ongoing vulnerability scanning, hack monitoring and dark web intelligence monitoring. For more information, go to https://SecureCyberID.com (which website is expressly not included in this filing). Will Lynch, the prior sole member of Cybersecurity Risk Solutions, LLC was hired by StrikeForce as the Director of Channel Distribution and not as a Named Executive Officer. A Director of Channel Distribution develops, services, and grows relationships with clients. Mr. Lynch has an annual salary of $100,000 and will also receive 2% net of all Channel sales. Mr. Lynch reports to our Executive Vice President and Marketing Director.

 

Subsequent Events

 

Subsequent to March 31, 2022, the Company issued 50,000,000 shares of common stock for the exercise of 50,000,000 common stock purchase warrants at $0.02 per share for total proceeds of $1,000,000.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, result of operations, liquidity or capital expenditures.

 

Critical Accounting Policies

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to accounting for financing obligations, assumptions used in valuing stock instruments issued for services, assumptions used in valuing derivative liabilities, the valuation allowance for deferred tax assets, and the accrual of potential liabilities. Actual results could differ from those estimates.

 

Revenue Recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

The Company’s revenue consists of revenue from sales and support of our software products. Revenue primarily consists of sales of software licenses and subscriptions of our ProtectID®, GuardedID®, MobileTrust®, PrivacyLoK™ and SafeVchat™ products. We recognize revenue from these arrangements ratably over the contractual service period. For service contracts, the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered.

 

The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract.

 

Cost of revenue includes direct costs and fees related to the sale of our products.

 

Share-Based Payments

 

The Company periodically issues stock options, warrants, and shares of common stock as share-based compensation to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on FASB ASC 718, Compensation – Stock Compensation (Topic 718) whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.

 

 
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Recently Issued Accounting Pronouncements

 

Refer to Note 1 in the accompanying consolidated financial statements.

 

Additional Information

 

You are advised to read this Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures.

 

Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) require public companies to maintain “disclosure controls and procedures,” which are defined as controls and other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, with the participation of our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (CFO) of the effectiveness our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of March 31, 2022. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are not effective at the reasonable assurance level due to the following material weaknesses:

 

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us as of and for the interim period ended March 31, 2022. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

2. Our board of directors has no independent director or member with financial expertise which causes ineffective oversight of our external financial reporting and internal control over financial reporting.

 

 
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3. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

 

Remediation of Material Weaknesses

 

We intend to remediate the material weaknesses in our disclosure controls and procedures identified above by adding an independent director or member with financial expertise or hiring a full-time CFO with SEC reporting experience in the future when working capital permits and by working with our independent registered public accounting firm to refine our internal procedures.

 

(b) Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

The risk factors required pursuant to Regulation S-K, Item 503(c) are not required for smaller reporting companies. Accordingly, the Company has determined to provide particular risk factors at this time. The risks and uncertainties described below are not the only ones facing us. Other events that we do not currently anticipate or that we currently deem immaterial also may affect our results of operations and financial condition. If any events described in the risk factors actually occur, our business, operating results, prospects and financial condition could be materially harmed. In connection with the forward-looking statements that appear in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission on April 14, 2022, you should also carefully review the cautionary statement referred to under “Special Note Regarding Forward Looking Statements.” The forward-looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

 

COVID-19.

 

We cannot, at this point, determine the extent to which COVID-19 outbreak will impact business or the economy as both are highly uncertain and cannot be predicted.

 

THE OUTBREAK OF THE CORONAVIRUS MAY NEGATIVELY IMPACT SOURCING AND MANUFACTURING OF THE PRODUCTS THAT WE SELL AS WELL AS CONSUMER SPENDING, WHICH COULD ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and could adversely affect our business, results of operations and financial condition.

 

In addition, we applied for funding pursuant to the Small Business Administration program. The Paycheck Protection Program provided forgivable funding for payroll and related costs as well as some non-payroll costs. We applied for funding and we received (on April 17, 2020) funding in the amount of $313,000. In June 2021, the April 2020 PPP loan of $313,000 was forgiven by the SBA. Pursuant to ASC 470, Debt, we recorded a gain of $313,000 to extinguish the PPP loan and accrued interest of $4,000. The Economic Injury Disaster Loan provides low-interest, long-term financing. We applied for funding and received (on May 18, 2020) funding in the amount of $150,000. In March 2021, we applied for funding and were approved for a second round of Paycheck Protection Program forgivable financing in the amount of $177,000. In November 2021, the March 2021 PPP loan of $177,000 was forgiven by the SBA. Pursuant to ASC 470, Debt, the Company recorded a gain of $177,000 to extinguish the PPP loan and accrued interest of $1,000.

 

 
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Table of Contents

 

THE OUTBREAK OF THE COVID-19 MAY ADVERSELY AFFECT OUR CUSTOMERS.

 

Further, such risks as described above could also adversely affect our customers’ financial condition, resulting in reduced spending for the merchandise we sell. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our facilities or operations of our sourcing partners. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition and results of operations.

 

An economic recession had set in from the pandemic in 2020 and continued into 2021. Some companies are not receiving payments and in turn, as a consequence of limited cash flow, are not prepared to purchase our products. COVID-19 has led to some of our customers and potential customers being stricken with the virus causing them to not be able to work for many weeks and therefore causing delays for us in our marketing decisions. This outbreak could decrease spending, adversely affect demand for our products, and harm our business and results of operations. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak or the timing and the degree to which economic recovery will be realized post-pandemic and, consequently, its effects on our business or results of operations, financial condition, or liquidity, at this time.

 

The global impact of COVID-19 and actions taken to reduce its spread continues to rapidly evolve and we will continue to monitor the situation and the effects on our business and operations closely. We do not yet know the full extent of potential impacts on our business or operations or on the global economy as a whole, particularly if the COVID-19 pandemic continues and persists for an extended period of time. The length of time it may take for global vaccine distribution and more normal economic and operating conditions to resume remains uncertain and the economic recovery period could continue for a prolonged period even after the health risks of the pandemic subside. Given the uncertainty, we cannot reasonably estimate the impact on our future results of operations, cash flows or financial condition. To the extent the ongoing COVID-19 pandemic adversely affects our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties described in this “Risk Factors” section of our Annual Report for December 31, 2021 filed with the SEC on April 14, 2022. We will continue to evaluate the nature and extent of COVID-19’s impact to our business, consolidated results of operations, financial condition and liquidity, and our results presented herein are not necessarily indicative of the results to be expected for future years.

 

THE OUTBREAK OF COVID-19 HAS RESULTED IN A WIDESPREAD HEALTH CRISIS THAT COULD ADVERSELY AFFECT THE ECONOMIES AND FINANCIAL MARKETS WORLDWIDE AND COULD EXPONENTIALLY INCREASE THE RISK FACTORS DESCRIBED IN OUR PRIOR FILINGS.

 

SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.

 

ITEM 2. RECENT ISSUANCES OF UNREGISTERED SECURITIES

 

In January 2022, we issued a total of 49,383 shares of restricted common stock, valued at $2,000, to a consultant for services provided relating to a consultant agreement.

 

In February 2022, we issued a total of 85,470 shares of restricted common stock, valued at $4,000, to two consultants for services provided relating to a consultant agreement.

 

Subsequent issuances:

 

Subsequent to March 31, 2022, we issued 96,083 shares of common stock for services with a fair value of $4,000.

 

 
23

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On May 5, 2022, we entered into Inducement Offer to Exercise Common Stock Purchase Warrants letter Agreements (the “Exercise Agreements”) with certain of the holders of the Existing Warrants to purchase an aggregate of 50,000,000 shares of Common Stock (the “Exercising Holders”). Pursuant to the Exercise Agreements, the Exercising Holders and the Company agreed that, subject to any applicable beneficial ownership limitations, the Exercising Holders would exercise their Existing Warrants (the “Investor Warrants”) for shares of Common Stock underlying such Existing Warrants (the “Exercised Shares”) at a reduced exercise price of $0.02 per share of Common Stock. In order to induce the Exercising Holders to cash exercise the Investor Warrants, the Exercise Agreements provide for the issuance of new warrants to purchase up to an aggregate of 50,000,000 shares of Common Stock (the “New Warrants”), with such New Warrants to be issued in an amount equal to the number of the Exercised Shares underlying any Investor Warrants. The New Warrants are exercisable after issuance, provide for a cashless exercise provision if the shares of Common Stock underlying the New Warrants are not registered and terminate on the date that is five years following the issuance of the New Warrants. The New Warrants have an exercise price per share of $0.05.

 

The New Warrants and the shares of Common Stock issuable upon the exercise of the New Warrants are not being registered under the Securities Act of 1933 and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933. The Exercised Shares are registered for resale on effective registration statements previously filed with the Securities and Exchange Commission.

 

Subsequent to March 31, 2022, we issued 50,000,000 shares of common stock for the conversion of 50,000,000 common stock purchase warrant shares at $0.02 per share for total proceeds of $1,000,000.

 

The above offerings, apart from the offerings registered pursuant to the Securities Act of 1933, were made in reliance upon the exemption from registration under Rule 506 of Regulation D promulgated under the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) where applicable, the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act of 1933, and agreed to transfer such securities only in a transaction registered under the Securities Act of 1933 or exempt from registration under the Securities Act; and (e) where applicable, a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act of 1933 or transferred in a transaction exempt from registration under the Securities Act of 1933.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

At March 31, 2022, the Company is in default on notes payable and convertible notes payable in the aggregate amount of $2,861,000. We have not made various principal and interest payments on many of our debt obligations. We continue to seek work-out arrangements and applicable refinancing with new or revised debt or equity instruments. See Notes 2 and 4 to the condensed consolidated financial statements.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 

24

 

   

ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

Exhibit

Number

 

Description

1.1

 

Placement Agreement dated July 7, 2020, by and between StrikeForce Technologies, Inc. and Spencer Clarke LLC (23)

1.2

 

Addendum to Placement Agreement dated November 11, 2020, by and between StrikeForce Technologies, Inc. and Spencer Clarke LLC (25)

1.3

 

Addendum to Placement Agreement dated April 20, 2021, by and between StrikeForce Technologies, Inc. and Spencer Clarke LLC (28)

3.1

 

Amended and Restated Certificate of Incorporation of StrikeForce Technologies, Inc. (1)

3.2

 

By-laws of StrikeForce Technologies, Inc. (1)

3.3

 

Amended By-laws of StrikeForce Technologies, Inc. (2)

3.4

 

Amended By-laws of StrikeForce Technologies, Inc. (3)

3.5

 

Articles of Amendment of StrikeForce Technologies, Inc. (2)

3.6

 

Amendments to Articles of Incorporation (6)

3.7

 

Amendments to Articles of Incorporation (7)

3.8

 

Registration of Classes of Securities (8)

3.9

 

Amendments to Articles of Incorporation (9)

3.10

 

Registration of Classes of Securities (10)

3.11

 

Amendments to Articles of Incorporation (11)

3.12

 

Registration of Classes of Securities (12)

3.13

 

Amendments to Articles of Incorporation (13)

3.14

 

Amendments to Articles of Incorporation (14)

3.15

 

Amendments to Articles of Incorporation (15)

3.16

 

Amendments to Articles of Incorporation (16)

3.17

 

Amendments to Articles of Incorporation (17)

3.18

 

Amendments to Articles of Incorporation (18)

3.19

 

Amendments to Articles of Incorporation (22)

3.20

 

Amendments to Articles of Incorporation (26)

4.1

 

Form of Subscription Agreement (25)

4.2

 

Form of Convertible Promissory Note-Related Party (24)

4.3

 

Form of Promissory Note-Related Party (24)

4.4

 

Form of Warrant (29)

10.1

 

Employment Agreement dated as of May 20, 2003, by and between StrikeForce Technologies, Inc. and Mark L. Kay (1)

10.2

 

Irrevocable Waiver of Conversion Rights of Mark L. Kay (4)

10.3

 

Irrevocable Waiver of Conversion Rights of Ramarao Pemmaraju (4)

10.4

 

Irrevocable Waiver of Conversion Rights of George Waller (4)

10.5

 

CFO Consultant Agreement with Philip E. Blocker (4)

10.6

 

2012 Stock Option Plan (5)

10.7

 

Asset Purchase Agreement between StrikeForce Technologies, Inc. and Cyber Safety, Inc., dated August 24, 2015 (18)

10.8

 

Amendment to the Asset Purchase Agreement and Distributor and Reseller Agreement between StrikeForce Technologies, Inc. and Cyber Safety, Inc. (19)

10.9

 

Execution of Litigation Funding Agreement (20)

10.10

 

BlockSafe Technologies, Inc. Intellectual Property License Agreement (21)

10.11

 

BlockSafe Technologies, Inc. Management Agreement (21)

10.12

 

BlockSafe Technologies, Inc. Amended Management Agreement (21)

10.13

 

Software License and Development Agreement, amendment two, by and between StrikeForce Technologies, Inc. and Intersections, Inc., dated October 1, 2010 (24)

10.14

 

Form of Settlement and Exchange Agreement (26)

10.15

 

Cybersecurity Risk Solutions LLC Member Interest Purchase Agreement, dated April 15, 2021 (27)

10.16

 

Inducement Offer to Exercise Common Stock Purchase Warrants, dated May 5, 2022 (29)

31.1

 

Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (30)

31.2

 

Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (30)

32.1

 

Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (30)

32.2

 

Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (30)

101.INS

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). (30)

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document. (30)

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document. (30)

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document. (30)

101.LAB

 

Inline XBRL Taxonomy Extension Labels Linkbase Document. (30)

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document. (30)

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). (30)

 

 
25

Table of Contents

 

(1)

Filed as an exhibit to the Registrant’s Form SB-2 dated as of May 11, 2005 and incorporated herein by reference.

(2)

Filed as an exhibit to the Registrant’s Form 8-K dated February 4, 2011 and incorporated herein by reference.

(3)

Filed as an exhibit to the Registrant’s Form 10-Q dated December 13, 2010 and incorporated herein by reference.

(4)

Filed as an exhibit to the Registrant’s Form S-1/A dated July 31, 2012 and incorporated herein by reference.

(5)

Filed in conjunction withthe Registrant’s Form 14A filed October 5, 2012 and incorporated herein by reference.

(6)

Filed as an exhibit to the Registrant’s Form 8-K dated February 5, 2013 and incorporated herein by reference.

(7)

Filed as an exhibit to the Registrant’s Form 8-K dated May 14, 2013 and incorporated herein by reference.

(8)

Filed as an exhibit to the Registrant’s Form 8-A dated July 29, 2013 and incorporated herein by reference.

(9)

Filed as an exhibit to the Registrant’s Form 8-K dated August 22, 2013 and incorporated herein by reference.

(10)

Filed as an exhibit to the Registrant’s Form 8-A dated October 3, 2013 and incorporated herein by reference.

(11)

Filed as an exhibit to the Registrant’s Form 8-K dated October 3, 2013 and incorporated herein by reference.

(12)

Filed as an exhibit to the Registrant’s Form 8-A dated December 31, 2013 and incorporated herein by reference.

(13)

Filed as an exhibit to the Registrant’s Form 8-K dated December 31, 2013 and incorporated herein by reference.

(14)

Filed as an exhibit to the Registrant’s Form 8-K dated March 18, 2014 and incorporated herein by reference.

(15)

Filed as an exhibit to the Registrant’s Form 8-K dated December 22, 2014 and incorporated herein by reference.

(16)

Filed as an exhibit to the Registrant’s Form 8-K dated February 13, 2015 and incorporated herein by reference.

(17)

Filed as an exhibit to the Registrant’s Form 8-K dated August 4, 2015 and incorporated herein by reference.

(18)

Filed as an exhibit to the Registrant’s Form 8-K dated August 24, 2015 and incorporated herein by reference.

(19)

Filed as an exhibit to the Registrant’s Form 8-K dated February 2, 2016 and incorporated herein by reference.

(20)

Filed as an exhibit to the Registrant’s Form 8-K dated September 11, 2017 and incorporated herein by reference.

(21)

Filed as an exhibit to the Registrant’s Form 10-Q dated June 30, 2018 and incorporated herein by reference.

(22)

Filed as an exhibit to the Registrant’s Form 8-K dated June 25, 2020 and incorporated herein by reference.

(23)

Filed as an exhibit to the Registrant’s Form 1-A dated July 13, 2020 and incorporated herein by reference.

(24)

Filed as an exhibit to the Registrant’s Form 1-A.1 dated September 11, 2020 and incorporated herein by reference.

(25)

Filed as an exhibit to the Registrant’s Form 1-A.1 dated November 12, 2020 and incorporated herein by reference.

(26)

Filed as an exhibit to the Registrant’s Form 8-K dated February 8, 2021 and incorporated herein by reference.

(27)

Filed as an exhibit to the Registrant’s Form 8-K dated April 19, 2021 and incorporated herein by reference.

(28)

Filed as an exhibit to the Registrant’s Form 1A/A- dated April 26, 2021 and incorporated herein by reference.

(29)

Filed as an exhibit to the Registrant’s Form 8-K dated May 10, 2022 and incorporated herein by reference

(30)

Filed herewith.

 

 
26

Table of Contents

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

STRIKEFORCE TECHNOLOGIES, INC.

 

 

 

 

 

Dated: May 23, 2022

By:

/s/ Mark L. Kay

 

 

Mark L. Kay

 

 

Chief Executive Officer

 

 

Dated: May 23, 2022

By:

/s/ Philip E. Blocker

 

 

Philip E. Blocker

 

 

Chief Financial Officer and

Principal Accounting Officer

 

   

 
27

 

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