Form DEF 14C Zerify, Inc. For: Jun 27

Get prompt alerts when information breaks in your shares. Claim your 1-week free trial to StreetInsider Premium right here.

    SCHEDULE 14C   Information Required in Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934   Check the suitable field:     ☐ Preliminary Information Statement   ☒ Definitive Information Statement   Zerify, Inc. (Name of Company As Specified In Charter) (formally often called StrikeForce Technologies, Inc.)   Not Applicable (Name of Person(s) Filing the Information Statement if apart from Company)   Payment of Filing Fee (Check the suitable field):     ☒ No charge required.         ☐ Fee computed on desk beneath per Exchange Act Rules 14c-5(g) and 0-11.         1)   Title of every class of securities to which transaction applies:           Common Stock, par worth $0.0001 per share         2)  Aggregate variety of securities to which transaction applies:           414,175,948 Common Stock; 3 Class A Preferred Stock; 36,667 Class B Preferred Stock         3)   Per unit value or different underlying worth of transaction computed pursuant to Exchange Act Rule 0-11:     4) Proposed most mixture worth of transaction:   ☐ Check field if any a part of the charge is offset as supplied by Exchange Act Rule 0-11(a)(2) and establish the submitting for which the offsetting charge was paid beforehand. Identify the earlier submitting by registration assertion quantity, or the Form or Schedule and the date of its submitting.     1)  Amount Previously Paid:   2)  Form, Schedule or Registration Statement No.:   3)  Filing Party:   4)  Date Filed:      INFORMATION STATEMENT PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND REGULATION 14C AND SCHEDULE 14C THEREUNDER   Zerify, Inc. (Formally often called StrikeForce Technologies, Inc.) 1090 King Georges Post Road Suite #603 Edison, NJ 08837 (732) 661 9641 Facsimile: (732) 661-9647 Email: [email protected]   WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY   INTRODUCTION   This discover and knowledge assertion (the “Information Statement”) might be mailed on or about June 27, 2022 to the stockholders of file, a Wyoming company (the “Company”) pursuant to: Section 14(c) of the Exchange Act of 1934, as amended. This Information Statement is circulated to advise the shareholders of motion already accepted and brought with no assembly by written consent of three stockholders (administration) holding a complete of three Series A Preferred Shares (The three shares of Series A Preferred Shares held by administration equals 80% of the present and excellent most popular shares, (that are transformed to widespread shares strictly for voting rights functions solely and are calculated by multiplying the variety of present excellent most popular and customary shares instances 4. Pursuant to Rule 14c-2 beneath the Securities Exchange Act of 1934, as amended, the company actions described on this Notice will be taken no earlier than 20 calendar days after the accompanying Information Statement is first despatched or given to the Company’s stockholders.   Please assessment the Information Statement included with this Notice for a extra full description of this matter. This Information Statement is being despatched to you for informational functions solely.   WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.   The actions to be efficient twenty days after the mailing of this Information Statement are as follows:     (1) To elect three members to the Company’s Board of Directors to carry workplace till the Company’s subsequent Annual Meeting of Stockholders in 2023 or till every Director’s successor is duly elected and certified; and         (2) To ratify the appointment of Weinberg and Company, PA, because the Company’s impartial licensed public accountants; and         (3) To change the title of the Company to Zerify, Inc.   The Reduction in Authorized described within the accompanying Information Statement, might be efficient as of the submitting of modification to the Company’s Certificate of Incorporation with the Wyoming Secretary of State, have been duly approved and accepted by the written consent of the holders of a majority of the voting capital shares of the Company’s issued and excellent voting securities, your vote or consent shouldn’t be requested or required. The accompanying Information Statement is supplied solely to your data. The accompanying Information Statement additionally serves because the discover required by the Section 17-16-724 of the Wyoming Statutes of the taking of a company motion with no assembly by lower than unanimous written consent of the Company’s stockholders.   By order of the Board of Directors,   Mark L. Kay Chief Executive Officer   June twenty seventh, 2022     The elimination of the necessity for a gathering of stockholders to approve this motion is made attainable by Wyoming Statutes which supplies that the written consent of the holders of excellent shares of voting capital inventory, having not lower than the minimal variety of votes which might be essential to authorize or take such motion at a gathering at which all shares entitled to vote thereon had been current and voted, could also be substituted for such a gathering. In order to get rid of the prices concerned in holding a particular assembly of our stockholders, our Board of Directors voted to make the most of the written consent of the holders of a majority in curiosity of our voting securities. This Information Statement is circulated to advise the shareholders of motion already accepted by written consent of the shareholders who collectively maintain a majority of the voting energy of our capital inventory.   The Board of Directors decided to forgo a “reside” annual assembly in lieu of a permissible annual assembly by written consent as a precautionary measure as a consequence of the present pandemic.   THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A “SAFE HARBOR” FOR FORWARD LOOKING STATEMENTS.   This Information Statement accommodates statements that aren’t historic info. These statements are referred to as “forward-looking statements” inside the which means of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements contain essential identified and unknown dangers, uncertainties and different elements and will be recognized by phrases utilizing “estimate,” “anticipate,” “consider,” “venture,” “count on,” “intend,” “predict,” “potential,” “future,” “could,” “ought to” and related expressions or phrases. Our future outcomes, efficiency or achievements could differ materially from the outcomes, efficiency or achievements mentioned within the forward-looking statements. There are quite a few elements that would trigger precise outcomes to vary materially from the outcomes mentioned in forward-looking statements, together with:     · Changes in relationships and marketplace for the event of the enterprise of the Company that will have an effect on our earnings and monetary place.         · Considerable monetary uncertainties that would influence the profitability of our enterprise.         · Factors that we’ve got mentioned in earlier public reviews and different paperwork filed with the Securities and Exchange Commission.   This record supplies examples of things that would have an effect on the outcomes described by forward-looking statements contained on this Information Statement. However, this record shouldn’t be meant to be exhaustive; many different elements may influence our enterprise and it’s unimaginable to foretell with any accuracy which elements may end result through which detrimental impacts. Although we consider that the forward-looking statements contained on this Information Statement are affordable, we can not offer you any assure that the anticipated outcomes might be achieved. All forward-looking statements on this Information Statement are expressly certified of their entirety by the cautionary statements contained on this part and you’re cautioned to not place undue reliance on the forward-looking statements contained on this Information Statement. In addition to the dangers listed above, different dangers could come up sooner or later, and we disclaim any obligation to replace data contained in any forward-looking assertion.     TABLE OF CONTENTS         Page   ABOUT THIS INFORMATION STATEMENT                 General                 Board and Shareholder Approval of the Annual Meeting Matters and the Decrease of Authorized Shares                 The Action by Written Consent     6           No Further Voting Required     6           Notice Pursuant to Section the Wyoming Statutes                 INFORMATION ON CONSENTING SHAREHOLDERS                 DISTRIBUTION OF INFORMATION STATEMENT     38       STRIKEFORCE TECHNOLOGIES, INC. 1090 King Georges Post Road Suite #603 Edison, NJ 08837  (732) 661-9641 Facsimile: (732) 661-9647 Email: [email protected]   This Information Statement is being furnished by StrikeForce Technologies, Inc., a Wyoming company (“we,” “us,” “our” or the “Company”), in reference to motion taken by the holders of a majority of the voting energy of the Company’s issued and excellent voting securities. By written consent dated June 14, 2022, the holders of a majority of the voting energy accepted (i) the re-election of the members of our Board of Directors, (ii) the ratification of the appointment of Weinberg and Company, PA, because the Company’s impartial licensed public accountants, (iii) to amend our Articles of Incorporation to vary our title to Zerify, Inc. We are first sending or giving this Information Statement on or after June 27, 2022 to our stockholders of file as of the shut of enterprise on or about June 14, 2022 (the “Record Date”). Our principal government workplaces are situated at 1090 King Georges Post Road, Suite #603, Edison, NJ 08837 and our important phone quantity is (732) 661-9641.   BOARD AND SHAREHOLDER APPROVAL OF THE NAME CHANGE   On June 14, 2022, the Board of Directors and holders of a majority of the voting energy accepted a decision to vary our title from StrikeForce Technologies, Inc. to Zerify, Inc.   SUMMARY OF THE NAME CHANGE   The Board of Directors believes that the rationale for the title change, amongst different causes, is that it’s going to higher replicate the enterprise plans of the Company mirrored within the present cyber safety software program and within the title Zerify which emphasizes the Company’s mission to make sure Zero-Trust for essentially the most safe collaborative communications and that each participant is verified previous to coming into a video convention. Learn extra at www.zerify.com (which web site is expressly not included into this Information Statement)   On April 26, 2022, the Company utilized for the Zerify trademark. ZERIFY™ trademark registration is meant to cowl the classes of downloadable or recorded pc software program for encryption; downloadable or recorded pc software program for cyber safety evaluation and safety; anti-spyware software program; downloadable or recorded pc utility software program for cellular gadgets, specifically, software program for safeguarding folks from id theft; downloadable or recorded pc software program for guarding customers of computer systems and distant entry gadgets from id theft, that includes varied software program instruments, specifically, anti-keyboard logger and keyboard stroke encryption.   Following this submitting, the Company will notify FINRA and is await formal acknowledgment. The image could also be modified to replicate the brand new title.   Zerify, Inc.   Zerify developed a video conferencing answer that makes use of no desktop shopper and is fully web-based, providing a five-level assembly safety management strategy designed to guard worthwhile data. Features embrace keystroke safety, anti-screen seize, push and biometric authentication to maintain companies safe. The expertise additionally presents safety for cameras, microphones and audio system, conserving computer systems and confidential information safe even when one is offline and never on a video convention. No different video conferencing service in the marketplace, to our data, akin to Zoom, Webex, LogMeIn, MS Teams or BlueJeans, presents these protections.    The 5 ranges of safety prioritization had been described in a research-driven whitepaper (which in expressly not included by reference into this Information Statement) (riven whitepaper by trade analyst agency AITE Novarica in collaboration with Zerify. Each classification degree is mapped to acknowledged management frameworks (PCI, HIPAA, NIST, CISA, GDPR) in addition to a corporation’s distinctive insurance policies, requirements, and tips for the safety of delicate data.   We modified our title to Zerify to focus on the prioritization of its safe video conferencing options.     The title Zerify emphasizes the corporate’s mission to make sure Zero-Trust for safe collaboration & communications and that each participant is verified previous to coming into a video convention. The Zerify merchandise embrace:     · Zerify Meet – The trade’s solely zero-trust video conferencing platform, which authenticates each consumer previous to becoming a member of a gathering         · Zerify Defender – Locks down one’s desktop digital camera, microphone, audio system, keyboard, and clipboard and prevents display screen scraping malware. It protects all video conferencing platforms, together with Zoom, MS groups and Webex (formally often called PrivacyLok™)         · Zerify API – Enables companies of any measurement to simply combine safe video conferencing into all varieties of purposes: CRM, EPR’s and legacy purposes   The Action by Written Consent   On June 14, 2022, together with the above title change, the holders of a majority of the voting energy accepted the next:     · the re-election of the members of our Board of Directors,         · the ratification of the appointment of Weinberg and Company, PA, because the Company’s impartial licensed public accountants,   The holders of a majority of the votes of the Company’s excellent voting securities are comprised of three shares of Series A Preferred Shares which equals 80% of the present and excellent most popular shares (calculated by multiplying the variety of present excellent most popular and customary shares by 4 (4)), for voting functions solely, held by administration, added to the present excellent widespread and most popular shares; thus, mixed with the 1,010,647,831 issued and excellent shares of widespread inventory and most popular shares, there can be a complete 5,053,239,155 voting capital shares of which 4,042,591,324 have voted in favor of the motion. These Preferred Series ‘A’ Shares are usually not convertible to shares of Common Stock. The Reverse Stock Split won’t have an effect on any convertible securities presently excellent (together with the Series B Preferred Shares), apart from a couple of Convertible Promissory notes with mounted convertible costs, as such securities convert for essentially the most half primarily based on a proportion calculation associated to inventory value alone.   No Further Voting Required   We are usually not looking for consent, authorizations, or proxies from you. Section 17-16-724 of the Wyoming Statutes and our bylaws present that actions requiring a vote of the stockholders could also be accepted by written consent of the holders of excellent shares of voting capital inventory having not lower than the minimal variety of votes which might be essential to authorize or take such motion at a gathering at which all shares entitled to vote thereon had been current and voted. The approval by at the very least a majority of the excellent voting energy of our voting securities is required to approve the Reverse Stock Split and the lower within the approved shares of widespread inventory.   Notice Pursuant to the Wyoming Statutes   Pursuant to the Wyoming Statutes, we’re required to offer immediate discover of the taking of company motion by written consent to our stockholders who haven’t consented in writing to such motion. This Information Statement serves because the discover required by the Wyoming Statutes.   Dissenters’ Rights of Appraisal   The Wyoming Statutes doesn’t present dissenters’ rights of appraisal to our stockholders in reference to the issues accepted by the Written Consent.     SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS   This Information Statement and any paperwork included by reference herein or therein comprise forward-looking statements and are topic to dangers and uncertainties. All statements apart from statements of historic reality or referring to current info or present circumstances included on this Information Statement and any paperwork included by reference are forward-looking statements. Forward-looking statements give the Company’s present affordable expectations and projections referring to its monetary situation, outcomes of operations, plans, goals, future efficiency and enterprise. You can establish forward-looking statements by the truth that they don’t relate strictly to historic or present info. These statements could embrace phrases akin to ‘‘anticipate,’’ ‘‘estimate,’’ ‘‘count on,’’ ‘‘venture,’’ ‘‘plan,’’ ‘‘intend,’’ ‘‘consider,’’ ‘‘could,’’ ‘‘ought to,’’ ‘‘can have,’’ ‘doubtless’’ and different phrases and phrases of comparable, which means in reference to any dialogue of the timing or nature of future working or monetary efficiency or different occasions. The forward-looking statements contained on this Information Statement and any paperwork included by reference herein or therein are primarily based on affordable assumptions the Company has made in gentle of its trade expertise, perceptions of historic tendencies, present circumstances, anticipated future developments and different elements it believes are applicable beneath the circumstances. As you learn and think about this Information Statement and any paperwork included by reference, it’s best to perceive that these statements are usually not ensures of efficiency or outcomes. They contain dangers, uncertainties (a lot of that are past the Company’s management) and assumptions. Although the Company believes that these forward-looking statements are primarily based on affordable assumptions, try to be conscious that many elements may have an effect on its precise working and monetary efficiency and trigger its efficiency to vary materially from the efficiency anticipated within the forward-looking statements. Should a number of of those dangers or uncertainties materialize or ought to any of those assumptions show incorrect or change, the Company’s precise working and monetary efficiency could range in materials respects from the efficiency projected in these forward- wanting statements. Any forward-looking assertion made by the Company on this Information Statement or any paperwork included by reference herein speaks solely as of the date of this Information Statement or any paperwork included by reference herein. Factors or occasions that would trigger our precise working and monetary efficiency to vary could emerge every now and then, and it’s not attainable for the Company to foretell all of them. The Company undertakes no obligation to replace any forward-looking assertion, whether or not on account of new data, future developments or in any other case, besides as could also be required by legislation.   Although the forward-looking statements on this Information Statement are primarily based on our beliefs, assumptions and expectations, considering all data presently accessible to us, we can not assure future transactions, outcomes, efficiency, achievements or outcomes. No assurance will be made to any investor by anybody that the expectations mirrored in our forward-looking statements might be attained, or that deviations from them won’t be materials and antagonistic. We undertake no obligation, apart from as possibly be required by legislation, to re-issue this Information Statement or in any other case make public statements updating our forward-looking statements.   In March 2020, the World Health Organization declared the unfold of COVID-19 a pandemic. This outbreak continues to unfold all through the U.S. and all over the world. As a end result, authorities proceed to implement quite a few measures to attempt to comprise the virus, together with restrictions on journey, quarantines, shelter-in-place orders, enterprise restrictions and full shutdowns. We are usually not thought of an “important enterprise” as a result of industries and clients we serve. As of, and subsequent to, March 31, 2022, we’ve got been following the suggestions of the CDC and state/native well being authorities to reduce publicity threat for our staff members in the course of the pandemic, together with the short-term closure of our company workplace and having our staff members work remotely. During the second quarter of 2021, we reopened our company workplace whereas persevering with to stick to the rules issued by well being authorities. Many clients and distributors have transitioned to digital submission of invoices and funds. The COVID-19 pandemic has resulted in longer response instances from potential new clients and sure present clients. We can not anticipate the impact that the impairments attributable to the COVID-19 pandemic could have on our fiscal 2022 or 2023 outcomes, or the effectiveness and distributions of vaccines, boosters, and their distribution in 2022 and 2023, modifications to masks mandate insurance policies and to transitioning from a pandemic to an endemic. The pandemic has considerably impacted the financial circumstances each within the United States and worldwide, with accelerated results via the date of this report, as federal, state and native governments react to the general public well being disaster, creating important uncertainties in each the worldwide and the United States economies. The scenario is quickly altering, together with the onset of the continued subsequent waves of the virus attributable to the opportunity of varied variants over time, and extra impacts to our enterprise could come up that we’re not conscious of presently. We can not predict whether or not, when or the style through which, the circumstances surrounding COVID-19 will change together with the timing of lifting any restrictions or workplace closure necessities. We will proceed to guage the character and extent of COVID-19’s influence to our enterprise, consolidated outcomes of operations, monetary situation and liquidity, and our outcomes introduced herein are usually not essentially indicative of the outcomes to be anticipated for future durations.   During the three months ended March 31, 2022, we consider the COVID-19 pandemic did influence our working outcomes as gross sales to clients had been down 30% as in contrast from the three months ended March 31, 2021. However, we’ve got not noticed any impairments of our property or a big change within the honest worth of our property as a result of COVID-19 pandemic. At this time, it’s not attainable for us to foretell the length or magnitude of the antagonistic outcomes of the outbreak and its results on our enterprise or outcomes of operations, monetary situation, or liquidity.   We have been following the suggestions of well being authorities to reduce publicity threat for our staff members, together with the short-term closure of our company workplace and having staff members work remotely. Most clients and distributors have transitioned to digital submission of invoices and funds.     Additional data regarding these and different dangers and uncertainties is contained in our filings with the Securities and Exchange Commission, together with the part entitled “Risk Factors” in our Annual Report on Form 10-Ok for the 12 months ended December 31, 2021.   Unless in any other case famous, references on this Information Statement to “Company,” “our firm,” “us,” “SFT,” “StrikeForce,”`Zerify` “we” and “our” seek advice from StrikeForce Technologies, Inc. (additionally now often called Zerify, Inc.) until the context requires in any other case   OUR BUSINESS   We are a software program growth and providers firm that gives a collection of built-in pc community safety merchandise utilizing proprietary expertise. StrikeForce Technical Services Corporation was included in August 2001 beneath the legal guidelines of the State of New Jersey. On September 3, 2004, we modified our title to StrikeForce Technologies, Inc. On November 15, 2010, we redomiciled beneath the legal guidelines of the State of Wyoming. We initially carried out operations as an integrator and reseller of pc {hardware} and telecommunications gear and providers till December 2002. In December 2002, and formally memorialized in September 2003, we acquired sure mental property rights and patent pending expertise from NetLabs.com, Inc. (“NetLabs”) together with the rights to additional develop and promote their principal expertise. In addition, sure officers of NetLabs joined our firm as officers and administrators of our firm. Our ongoing technique is creating and advertising our suite of community safety merchandise to the company, monetary, healthcare, authorized, authorities, expertise, insurance coverage, e-commerce and client sectors. We plan to proceed to develop our enterprise primarily via our globally increasing gross sales channel and internally generated gross sales, somewhat than by acquisitions. We maintain a 49% curiosity in BlockSafe Technologies, Inc., and, as of April 2021, we maintain a 100% curiosity in Cybersecurity Risk Solutions, LLC. We conduct our operations from our company workplace in Edison, New Jersey.   We started our operations in 2001 as a reseller and integrator of pc {hardware} and iris biometric expertise. From the time we began our operations via the primary half of 2003, we derived the vast majority of our revenues as an integrator. In December 2002, upon the acquisition of the licensing rights to sure mental property and patent pending expertise from NetLabs, we shifted the main focus of our enterprise to creating and advertising our personal suite of safety merchandise. Based upon our acquired licensing rights and extra analysis and growth, we’ve got developed varied identification safety software program merchandise to guard pc networks from unauthorized entry and to guard customers from id theft.   We accomplished the event of our ProtectID® platform on the finish of June 2006, we accomplished the core growth of our keyboard encryption and anti-keylogger product, GuardedID®, in December 2006 and commenced deployment of our new cellular product, MobileTrust® into the cellular shops in 2015. We completed growth of our SafeVchat™ Secure Video Conferencing and PrivacyLoK™ merchandise on the finish of 2020 and deployed SafeVchat™ beta testing by some by our shoppers and people via our resellers. SafeVchat™, in administration’s estimation, is likely one of the most safe video conferencing merchandise in the marketplace. PrivacyLoK™ provides safety to all video conferencing instruments and runs at the side of different purposes on the identical pc. We anticipate, however can not assure, elevated revenues from SafeVchat™ and PrivacyLoK™ in 2022, and past.   All are presently being offered and distributed. ProtectID® patent titled “Multi-Channel Device Utilizing a Centralized Out-of-Band Authentication System” is protected by three patents. The keystroke encryption expertise we developed and use in our GuardedID® product is protected by three patents. MobileTrust® has a patent all through Europe, as of June 2020.   Our suite of merchandise is focused to the monetary, e-commerce, company, authorities, healthcare, authorized, insurance coverage, expertise and retail markets. We search to find clients in a wide range of methods. These primarily embrace contracts with worth added resellers and distributors (each contained in the United States and internationally), direct gross sales calls initiated by our inside employees, exhibitions at safety and expertise commerce exhibits, via the media, via consulting agreements, and thru our agent relationships. Our gross sales generate income both as an Original Equipment Manufacturer (“OEM”) mannequin, via a Hosting/License settlement, bundled with different firm’s merchandise or via direct buy by distributors and resellers. We value our merchandise for cloud client transactions primarily based on the variety of transactions through which our software program merchandise are utilized. We additionally value our merchandise for enterprise purposes primarily based on the variety of customers. These pricing fashions present our firm with one-time, month-to-month, quarterly and annual recurring revenues with quantity reductions.     We generated all of our revenues of $193,000 for the 12 months ended December 31, 2021 (in comparison with $207,000 for the 12 months ended December 31, 2020), from the gross sales of our safety merchandise. The lower in revenues was primarily on account of a discount within the gross sales of our merchandise with impairments attributable to the antagonistic financial circumstances ensuing from the continued COVID-19 pandemic.   We market our merchandise globally to monetary service corporations, healthcare associated corporations, authorized providers corporations, e-commerce corporations, automotive, authorities businesses, multi-level advertising teams, the enterprise market generally, and with digital personal community corporations, in addition to expertise service corporations and retail distributors that service all of the above markets. We search such gross sales via our personal direct efforts, with emphasis on retail, via distributors, resellers and third-party brokers internationally. We are additionally looking for to license the expertise as authentic gear with pc {hardware} and software program producers. We are engaged in a number of manufacturing installations and pilot tasks with varied distributors, resellers and direct clients primarily within the United States. Our GuardedID® product can be being offered on to shoppers, primarily via the Internet in addition to distributors, resellers, third celebration brokers, associates and potential OEM agreements by bundling GuardedID® with their merchandise (offering a value-add and aggressive benefit to their very own merchandise and choices). Currently that is essentially the most lively marketplace for us with a number of applications in manufacturing. We anticipate, however can not assure, will increase in revenues in fiscal 2022 and/or 2023 (topic to the impairments to the financial system attributable to the continued COVID-19 pandemic and the diploma to which the financial system rebounds post-pandemic, and any home financial influence from the warfare in Ukraine), from these applications.   We have incurred substantial losses since our inception. Our administration believes that our merchandise present an economical and technologically aggressive answer to deal with the issues of community safety and id theft generally. Guidance for the Federal Financial Institutions Examination Council (“FFIEC”) rules embrace the requirement for options which have Two-Factor Out-of-Band Authentication and merchandise that cease keylogging malware, actual time, which our administration believes our proprietary merchandise uniquely and straight tackle. This steering went into impact as of January 1, 2012. Based on this requirement within the FFIEC replace (printed in June 2011 with enforcement commencing in January 2012), we’ve got skilled a rising improve in gross sales orders and inquiries yearly. However, there will be no assurance that our merchandise will proceed to achieve acceptance and proceed to develop within the business market or that certainly one of our opponents won’t introduce technically superior merchandise.   Because we at the moment are experiencing a continuous rising market demand (with the expansion briefly, in our opinion, curtailed by the financial penalties of the continued COVID-19 pandemic), we’re creating a reseller and distribution channel as a technique to generate, handle and fulfill demand for our merchandise throughout market segments, minimizing the requirement for a rise in our employees as we develop our distributor market. We have minimized the focus on our preliminary direct gross sales efforts as our distribution and reseller channels proceed to develop internationally and would require applicable ranges of help.   In March 2020, the World Health Organization declared the unfold of COVID-19 a pandemic. This outbreak continues to unfold all through the U.S. and all over the world. As a end result, authorities proceed to implement quite a few measures to attempt to comprise the virus, together with restrictions on journey, quarantines, shelter-in-place orders, enterprise restrictions and full shutdowns. We are usually not thought of an “important enterprise” as a result of industries and clients we serve. As of, and subsequent to, September 30, 2021, we’ve got been following the suggestions of the CDC and state/native well being authorities to reduce publicity threat for our staff members in the course of the pandemic, together with the short-term closure of our company workplace and having our staff members work remotely. During the second quarter of 2021, we reopened our company workplace whereas persevering with to stick to the rules issued by well being authorities. Many clients and distributors have transitioned to digital submission of invoices and funds. The COVID-19 pandemic has resulted in longer response instances from potential new clients and sure present clients. We can not anticipate the impact that the impairments attributable to the COVID-19 pandemic could have on our 12 months finish fiscal 2022 outcomes or 2023 outcomes, or the effectiveness and distributions of vaccines, boosters, and their distribution in 2022 and 2023 and modifications to masks mandate insurance policies or the shift from a pandemic to an endemic. The pandemic has considerably impacted the financial circumstances each within the United States and worldwide, with accelerated results via the date of this Information Statement, as federal, state and native governments react to the general public well being disaster, creating important uncertainties in each the worldwide and the United States economies. The scenario is quickly altering, together with the onset of the continued most up-to-date and anticipated wave of the virus attributable to the B2 Omicron variant and the opportunity of different variants over time, and extra impacts to our enterprise could come up that we’re not conscious of presently. We can not predict whether or not, when or the style through which, the circumstances surrounding COVID-19 will change together with the timing of lifting any restrictions or workplace closure necessities. We will proceed to guage the character and extent of COVID-19’s influence to our enterprise, consolidated outcomes of operations, monetary situation and liquidity, and our outcomes introduced herein are usually not essentially indicative of the outcomes to be anticipated for future durations in 2022, 2023, or past.     Management believes that cyber safety is a rising requirement because the pandemic continues and extra persons are working remotely in addition to utilizing digital kinds frequently. Consequently, the market demand, in our estimation, is growing. However, our Company can be experiencing the influence of the pandemic. Currently our administration has restricted enterprise working from our workplace location and this impedes our potential to take full benefit of the growing market demand. Many of our present shoppers have skilled a dramatic slowdown of their enterprise, limiting their potential to have the assets to pay for our providers. We nonetheless produce revenues and we anticipate, however can not assure, our video conferencing instrument, SafeVchat™, which supplies authentication and safety (utilizing our present merchandise), could have gained acceptance out there. Currently, we’ve got corporations doing beta testing. During the 12 months ended December 31, 2021, we earned revenues of $74,000 from SafeVchat™ and PrivacyLoK™ and general revenues of $193,000. We consider, however can not assure, that our gross sales, partly as a consequence of the brand new work surroundings created by the continued pandemic and the necessity for our merchandise, will considerably improve in fiscal 2022 and proceed that substantial progress in 2023. We are also inspired by the $65 billion {dollars} supplied for broadband entry to enhance web providers that’s within the just lately enacted federal Infrastructure Bill of 2021, however can not present assurance as to how, or if, that can influence our services and products.   On November 13, 2020, our submitting of an Offering Circular on Form 1-A, pursuant to Regulation A (File Number: 024-11267) was certified by the Securities and Exchange Commission. We registered 668,449,198 shares of widespread inventory for max proceeds of $2,315,000 (after deducting the utmost dealer low cost and prices of the providing). As of September 30, 2021, the providing was absolutely subscribed as we accepted the subscriptions for an mixture of 474,453,653 shares of widespread inventory for full satisfaction of your complete providing of $2,500,000 (of which we obtained $2,315,000). We introduced the closing of the providing on our Current Report on Form 8-Ok as filed on February 8, 2021.   On May 11, 2021, our submitting of an Offering Circular on Form 1-A, pursuant to Regulation A (File Number: 024-11512) was certified by the Securities and Exchange Commission. We registered 150,000,000 shares of widespread inventory for max proceeds of $7,065,000 (after deducting the utmost dealer low cost and prices of the providing). During the 12 months ended December 31, 2021, we issued 119,666,450 shares of widespread inventory to traders for money proceeds of $5,602,158, internet of charges and fee, pursuant to the May 2021 Offering Circular. In September 2021, we offered 50,000,000 warrant shares for $50,000 to 2 traders who bought subscriptions via the Offering Circular. We additionally awarded 5,000,000 warrant shares to the dealer who facilitated the Offering Circular. The warrants vest instantly and have a 5-year time period with an train value of $0.05 per share.   Effective June 25, 2020, we accomplished a 1:500 reverse inventory break up of our issued and excellent shares of widespread inventory and all fractional shares had been rounded up. All share and per share quantities on this Information Statement have been adjusted retroactively to replicate the reverse inventory break up as if it had occurred in the beginning of the earliest interval introduced.   Our government workplace is situated at 1090 King Georges Post Road, Suite 603, Edison, NJ 08837. Our phone quantity is (732) 661-9641. Our Company’s web site is www.strikeforcetech.com (we’re not together with the data contained in our web site as a part of, nor ought to the data be relied upon or included by reference into, this Information Statement).   Our Products (see above for our latest product, Zerify)   StrikeForce is a software program growth and providers firm. We personal and are looking for to commercially market varied identification safety software program merchandise that we developed to guard pc networks from unauthorized entry, actual time, and to guard community homeowners and customers from cyber safety assaults and information breaches. Our principal merchandise ProtectID®, GuardedID®, inclusive of our distinctive CryptoColor® expertise and MobileTrust®, are proprietary authentication and keystroke encryption applied sciences which can be meant to get rid of unauthorized entry to pc networks and all cellular gadgets, and to stop unauthorized people from copying (logging) keystrokes. Our latest merchandise, SafeVchat™ Secure Video Conferencing and PrivacyLoK™, are in beta testing and administration intends to market them after the beta testing is full. We already earned revenues from SafeVchat™ and PrivacyLoK™ in 2021. We are growing our marketplace for our suite of merchandise within the monetary providers, e-commerce, company, healthcare, authorities and client sectors. Our cyber safety merchandise are as follows:   · ProtectID® is our multi-patented authentication platform that makes use of “Out-of-Band” multi-factor in-house set up, cloud service expertise, a hybrid to authenticate pc community customers by a wide range of strategies together with conventional passwords mixed with a phone, iPhone, Droid, Blackberry, PDA, a number of pc safe periods, or a Push Authentication technique which was applied within the fourth quarter of 2017, biometric identification and encrypted gadgets akin to tokens or smartcards as examples. The authentication process separates authentication data akin to usernames from the pin/passwords or biometric data, that are then supplied to or from the community’s host server throughout separate communication channels. The platform permits for company management and shopper decisions, per their firm’s safety insurance policies, which evolves over time with newly accessible and buyer requested applied sciences.        · GuardedID® creates a 256-bit AES encrypted actual time separate pathway for data supply from a keyboard to a focused utility on a neighborhood pc, stopping the usage of spy ware/malware to gather consumer data. This product supplies keyboard encryption and helps forestall keylogging from occurring in actual time, which helps forestall the primary risk to shoppers and companies in at present’s market: keylogging software program, which is stealth software program embedded in websites, emails, photos, MP3 information, movies, USB’s or different software program and {hardware} that, as soon as unknowingly launched, secretly screens and information all of a consumer’s keystrokes on the pc and sends the information to the cyber thief with out the consumer’s consciousness. Keylogging has been reported because the one of many main causes of main information breaches that occurred from 2010 to 2016, as reported within the 2010-2016 Verizon Data Breach Reports. (Patent No: 8,566,608, 8,732,483 and eight,973,107). · MobileTrust® is a complicated iPhone/iPad and Android gadget password vault that features a sturdy password generator. MobileTrust® additionally supplies for Mobile Multi-Factor One Time Password authentication, a secured browser and keystroke encryption between its digital keyboard and secured browser, which is important to all confidential on-line transactions and different options, which is now in manufacturing. This new function for cellular gadgets, which helps forestall information breaches and stolen credentials is a important and very important addition to all enterprise cellular customers, as enterprises transition to “Bring Your Own Devices” (BYOD). (International European Patent No: Application #14763895.1) · GuardedID® Mobile SDK is a software program growth package that gives builders our patent protected keystroke encryption safety for all Apple and Android cellular gadget’s safe keyboards, permitting our keystroke encryption software program to be embedded in any cellular purposes, using DES 256 Encryption. · SafeVchat™ is, in our estimation, among the best and most safe video conferencing merchandise within the market and we consider at a time when it’s most wanted as a result of distant office surroundings introduced on by the work circumstances arising from the results of the COVID-19 pandemic. The product is a two-factor authentication utility, with out-of-band authentication functionality, together with push transactions to cell telephones or a one-time passcode, and solely invitees to the convention will acquire entry. The utility additionally runs on any Apple or Android gadget. and operates on any browser as a result of it doesn’t require an utility. SafeVchat™ additionally has a premium model accessible which makes use of PrivacyLok™ for added safety. · PrivacyLok™ presents protecting mechanisms which can be way more encompassing than what different video conferencing platforms presently present, akin to digital camera locking, keyboard safety, clipboard safety, microphone safety and audio enter/output locking. The utility additionally runs on the consumer’s pc and protects all purposes, not simply video conferencing. The utility is obtainable part of the of SafeVchat™ Premium, or as a separate standalone utility.   Our merchandise generally embrace software program and {hardware} that we contractually license from different distributors. These merchandise embrace further authentication and telecommunication software program gadgets.   The ProtectID® Cloud Service will be hosted by our service supplier (we’ve got a strategic association with a 3rd celebration SAS70 internet hosting service) in addition to the ProtectID® Out-of-Band and Multi-Factor Platform, which will be put in internally in a buyer’s infrastructure or as a hybrid implementation, apart from our free redistributable Microsoft software program parts.   Factors which can be thought of essential to our success embrace, however are usually not restricted to, the next:   · Our merchandise tackle the wants of a broad number of clients for authentication and cyber safety general. One of the most important issues dealing with the world is Cyber Theft, the results of which, our administration contends, whole an estimated $221 billion per 12 months in enterprise losses and extra just lately, primarily based on anecdotal proof supplied to administration, said to be within the trillions going ahead (with the total impact of the elevated use in distant entry on account of COVID-19 nonetheless undeterminable).         · For illustration (whereas historic), in 2011, it was reported that RSA Security’s information was breached from which Lockheed Martin and others had been affected and misplaced thousands and thousands of {dollars}. This occasion brought on many corporations to look to different technique of two-factor authentication, akin to Out-of-Band. The RSA Data Breach began with a keylogging virus which our GuardedID® product, administration believes, would almost certainly have prevented.     · The 2017 Verizon Data Breach report, printed in April 2018, said that 80% of all the information breaches they reported wouldn’t have occurred if the firms used two issue authentications.     · In February 2015, the New York Times reported {that a} Global Bank heist occurred in banks across the globe from a keylogger. This was the primary identified time that a big hack was reported that included a keylogger, which our administration believes GuardedID® would have prevented. The article was famous as attributable to keystroke encryption in an image on the entrance web page of the New York Times.     · The Effectiveness of Our Products: Our merchandise have been designed to offer, we consider, a excessive accessible degree of safety for pc networks and particular person customers. In explicit, we consider that the now Patented “Out-of-Band” authentication course of is an progressive expertise that can enormously forestall unauthorized entry to pc networks and can present efficient safety merchandise to drastically cut back the incidence of id fraud for our clients. We have contractually commenced implementation of our merchandise on a big world scale, but there will be no assurance that they may operate in all elements as meant. Likewise, a excessive degree of innovation characterizes the software program trade and there will be no assurance that our opponents won’t develop and introduce a superior product. The efficient functioning of our merchandise as soon as deployed is a crucial think about our future success.     · Ability to Integrate our Software with Customer Environments:There are quite a few working techniques which can be utilized by pc networks. The potential of a software program product to combine with a number of working techniques is more likely to be a big think about buyer acceptance of explicit merchandise. Our ProtectID® operates on an impartial Cloud Service platform and can be capable of combine with a number of working techniques and consumer interfaces for an in-house implementation. ProtectID® has been designed to make use of a number of authentication gadgets which can be presently in the marketplace (together with, however not restricted to, biometrics, key-fob tokens, iPhones, iPads, Androids, PDA’s, sensible playing cards, face biometric, fingerprint and different cellular gadgets). Our potential to combine our merchandise with a number of present and future applied sciences is presently a key issue within the progress of our product’s acceptance and is demonstrated by our success with current shoppers and installations. Our GuardedID® product presently operates with Windows Internet Explorer (IE), Firefox, Chrome and Safari browsers and our upgraded Premium model works with virtually all purposes operating on a Windows desktop platform, inclusive of Microsoft Office and the MAC. New options and capabilities for each merchandise proceed to be developed by way of our analysis and growth. We proceed to be reside with our MobileTrust® and GuardedID® Mobile SDK merchandise, which work on all Apple and Android gadgets.     · Relative Cost: We have tried to design our merchandise to offer an economical suite of merchandise for monetary providers, e-commerce, business, healthcare, authorities and direct-consumer clients. Our potential to supply our merchandise at a aggressive value is probably going in our opinion, to be a key issue within the acceptance of our product as we’ve got seen with a lot of our shoppers.   Business Model   We are focusing totally on creating gross sales via “channel” relationships through which our merchandise are provided by different producers, distributors, value-added resellers and brokers, internationally. In 2016, we added and publicly introduced additions to our world distribution gross sales channel, which supplies further presence for us within the United States, Canada, Europe and Africa. We proceed so as to add further channel companions, particularly on the buyer facet and developed a brand new retail enterprise. We additionally promote our suite of safety merchandise straight from our Edison, New Jersey workplace, which additionally augments our channel accomplice relationships. It is our technique that these “channel” relationships will present the higher proportion of our revenues ongoing, as was the case previously two years. Examples of the channel relationships that we’re looking for embrace already established authentic gear producer (“OEM”) and bundled relationships with different safety expertise and software program suppliers that will combine or bundle the improved safety capabilities of ProtectID®, GuardedID® and/or MobileTrust® into their very own product traces, together with SafeVchat™ and PrivacyLoK™ and our SafeVchat™ API’s, thereby offering higher worth to their shoppers. These would come with suppliers of networking software program and producers of pc and telecommunications {hardware} and software program that present managed providers, and multi-level advertising teams, in addition to all markets serious about growing the worth of their merchandise and packages, akin to monetary providers software program, anti-virus, authorities integrators and id theft product corporations. We contracted with varied new distributors throughout 2020 and 2021, and we anticipate, however can not assure, a rise in revenues in 2022 and/or 2023 (topic to the impairments attributable to the continued COVID-19 pandemic and the diploma to which the financial system rebounds post-pandemic).     We consider, however can not assure, the revenues of SafeVchat™, our safe Video Conferencing Tool, and PrivacyLok™, which provides 5 ranges of safety for SafeVchat™, must be worthwhile throughout 2022 and past, though we can not assure such profitability. While the total impact of the elevated use in distant entry in employment on account of COVID-19 continues to be undeterminable, it has change into evident, in managements estimation, clear that individuals might be working remotely for a very long time, maybe with some hybrid degree of permanence. In a February 2021 New York Times article, Google introduced that they may not require that their workers to come back into the attainment workplace, as said within the New York Times, Video convention gross sales are projected to be over $100 billion, greater than double of what was initially projected. We consider that SafeVchat™ and PrivacyLok™ are completely timed for introduction into the market and we anticipate, however can not assure, our market share will develop over the following a number of years.   From our MobileTrust® safety utility, constructed with our sCloud registration course of, we created and introduced two further merchandise in 2020: our ProtectID® Mobile OTP (One Time Password) for use with ProtectID®; and our GuardedID® Mobile keystroke encryption software program growth package (SDK). Both merchandise at the moment are in manufacturing. With the creation of GuardedID® Mobile SDK, we now focus the gross sales of this software program product to the event teams of our goal markets for it to be added to their cellular purposes. We are in discussions with many large-scale events which can be on this software program, though no assurances will be supplied as to acceptance and profitability. Management has already obtained requests for this software program, as keystroke encryption malware grows and stays a significant downside for the mobile-cyber safety market, significantly with anti-virus merchandise being considered as non-effective in opposition to malware threats.   Our major goal markets embrace monetary providers akin to banks and insurance coverage corporations, healthcare suppliers, authorized providers, authorities businesses via integrators, expertise platforms, e-commerce-based providers corporations, telecommunications and mobile carriers, expertise software program corporations, authorities businesses and shoppers, particularly for our cellular and keystroke encryption merchandise. We are focusing our focus on cyber safety and information breach strategic downside areas, akin to the place compliance with monetary, healthcare, authorized and authorities rules are key and stolen passwords are used to amass personal data illegally. In 2020 and 2021, a number of of our channel companions had pilots and shopper implementations in place which can be anticipated, though no assurances will be supplied, to extend our revenues in 2022 and/or 2023 (topic to the impairments attributable to the continued COVID-19 pandemic and the diploma to which the financial system rebounds post-pandemic). There isn’t any assure as to the timing and continued success of those efforts.   Because we at the moment are anticipating a continuous, recurring rising market demand, particularly within the mobility and encryption retail markets, we proceed to develop a reseller and distribution channel as a technique to generate, handle and fulfill demand for our merchandise throughout market segments, minimizing the requirement for a rise in our employees as we develop our distributor market. We proceed to reduce the focus on our preliminary direct gross sales efforts as our distribution and reseller channels proceed to develop internationally and supply applicable ranges of gross sales and help to the rising Cyber Security market.   We search to generate revenues via recurring charges for SafeVchat™, PrivacyLok™, GuardedID® and ProtectID® primarily based on shopper client utilization within the monetary, healthcare providers and authorized providers markets, in addition to enterprises generally. We present our shoppers a selection of working our ProtectID® software program internally by licensing it or via our hosted Cloud Service or a hybrid that some shoppers have applied and none of our opponents presently supply. GuardedID® requires a obtain on every pc it protects, whether or not for workers or shoppers. We have 4 GuardedID® merchandise, (i) a regular model which protects browser information entry solely, (ii) a premium model which protects virtually all of the purposes operating beneath Microsoft Windows on the desktop, together with Microsoft Office Suite and virtually all purposes operating on the desktop, (iii) an Enterprise model which, as well as, supplies the Enterprise administrative rights and the usage of Microsoft’s Enterprise instruments for the product’s deployment, and (iv) an Apple model for all the newest MAC working techniques and for the browsers and whole desktop. Our GuardedID® Mobile SDK (software program growth package) is priced for the buyer via the suitable cell phone shops, in addition to direct, distribution and OEM gross sales for greater quantity enterprises, together with quantity reductions to the diploma allowed by the telecommunications suppliers. We anticipate, however can not assure, steadily growing revenues from these product choices.   Our administration believes that our merchandise present an economical and technologically aggressive answer to deal with the growing issues of community safety and cyber safety generally.     Marketing   Our multi-channel advertising technique consists of:   1. The addition of resellers, brokers & distributors (our strategic gross sales channel) who distribute and resell our services and products to enterprise and business clients globally (expertise and software program product distributors, techniques integrators, managed service corporations, different safety expertise and software program distributors, telecom corporations, cyber safety associated product corporations, and so on.).   2. Application Service Provider (ASP) Partners: Our third-party service supplies a internet hosting platform that facilitates quicker implementations at aggressive costs for our Cloud Service possibility   3. Original Equipment Manufacturers (OEM): SFT merchandise are offered to different safety expertise distributors that combine ProtectID®, GuardedID® and, now, GuardedID® Mobile SDK into their merchandise (bundling) and providers offering for month-to-month/annual growing recurring revenues. They are additionally now capable of promote and bundle SafeVchat™ and PrivacyLok™.   4. Technology and different suppliers and resellers, brokers and distributors are serious about buying and or promoting our new SafeVchat™ and PrivacyLok™ merchandise as safe video conferencing merchandise   5. Outside Independent consultants promoting our merchandise for fee solely, specializing in the video conferencing, healthcare, authorized, journey and client markets   (*27*) Property   In November 2010, we obtained discover that the United States Patent and Trademark Office (“USPTO”) had issued an official Notice of Allowance for the patent utility for the expertise referring to our ProtectID® product, titled “Multi-Channel Device Utilizing a Centralized Out-of-Band Authentication System”. In January 2011, we obtained discover that the USPTO issued to us Patent No. 7,870,599. This “Out-of-Band” Patent went via a USPTO Re-Examination course of beginning on August 16, 2011 and concluded on December 27, 2011, with all of our patent claims remaining intact and eight further patent claims being added. Since 2011, we submitted further continuation patents on the “Out-of-Band” Patent. The keystroke encryption expertise we developed and use in our GuardedID® product is protected by three patents and one continuation pending.   In January 2013, we had been assigned your complete proper, title and curiosity within the “Out-of-Band” Patent from NetLabs, with the settlement of the developer, and the task was recorded with the USPTO.   In February 2013, we executed a retainer settlement with our patent attorneys to aggressively implement our patent rights as “Out-of-Band Authentication” was turning into the usual for authenticating shoppers within the monetary market and for a lot of SaaS utility customers (e.g., SalesForce, Quickbooks, and so on.). In February 2013, our patent attorneys submitted a brand new “Out-of-Band” Patent continuation, which was granted.   In March 2013, our patent attorneys submitted a brand new “Methods and Apparatus for securing consumer enter in a cellular gadget” Patent, which is now patent pending. Our MobileTrust® product is the invention supporting the patent pending.   In July 2013, we obtained discover that the USPTO had added 54 further patent claims for our Out-of-Band patent we obtained in January 2011, by issuing to us Patent No. 8,484,698 thereby strengthening our place with shoppers and our present and potential lawsuits.   In October 2013, we obtained discover that the USPTO issued to us Patent No. 8,566,608 “Methods and equipment for securing keystrokes from being intercepted between the keyboard and a browser.” This protects our GuardedID® product and the keystroke encryption portion of our MobileTrust® merchandise.   In February 2014, we obtained a Notice of Allowance from the USPTO for our third patent referring to our “Multi-Channel Device Utilizing a Centralized Out-of-Band Authentication System” Patent No. 7,870,599. Upon receipt of this Out-of-Band patent we filed one other continuation patent.     In March 2014, we obtained Notice of Allowance from the USPTO for our second patent and first continuation of our Keystroke Encryption patent, which solely furthers our safety for all cellular gadgets when using any keyboard for information entry. Upon receipt of this Notice, we additionally filed one other continuation patent for Patent No. 8,566,608.   In April 2014, we had been granted our third patent referring to our “Multi-Channel Device Utilizing a Centralized Out-of-Band Authentication System” Patent No. 8,713,701.   In September 2014, we filed an International Patent for MobileTrust® (PCT/US20114/029905).   In March 2015, we obtained our third patent from the USPTO, Patent No. 8,973,107, of our Keystroke Encryption patent. This enhances our place for our Keystroke Encryption product, GuardedID®, and our MobileTrust® product.   On March 28, 2013, the Company initiated patent litigation in opposition to TelephoneFactor, Inc., a subsidiary of Microsoft Corporation, for alleged infringement of United States Patent No. 7,870,599 (the “‘599 Patent”). The Company filed a separate motion in opposition to Microsoft Corporation primarily based on its alleged infringement of the ‘599 Patent and two further patents for out-of-band consumer authentication (U.S. Patent Nos.: 8,484,698 & 8,713,701). Both actions had been filed within the U.S. District Court for the District of Delaware. On January 15, 2016, the litigation was settled and the events executed a settlement settlement within the type of a Release and License Agreement. The phrases and circumstances of the Release and License Agreement are confidential besides beneath restricted circumstances. As a consequence of the Release and License Agreement, the events have moved to dismiss the motion with prejudice, the Company has licensed the patents to Microsoft Corporation, and the Company obtained a non-disclosable one-time lump sum cost.   In June 2020, we had been awarded an International European Patent, Application #14763895.1, for MobileTrust®. While the MobileTrust® International Patent was granted in Europe, the patent utility within the United States was rejected.   Our patent attorneys filed our fourth, fifth and sixth “Out of Band” continuation patents. We presently have three patents granted to us for Out-of-Band ProtectID® (Patent Nos.: 7,870,599, 8,484,698 and eight,713,701). MobileTrust® can be coated by our GuardedID® patents. We can not present assurances that the latter patents might be granted in fiscal 2022.   We plan to proceed our technique to aggressively implement the patent rights referring to our granted Keystroke Encryption patents that assist shield our GuardedID® and MobileTrust® merchandise. We had been granted three associated keystroke encryption patents for which we obtained the latest patent on March 3, 2015 (Patent Nos.: 8,566,608, 8,732,483 and eight,973,107). In June 2020, we additionally obtained an International Patent in Europe for MobileTrust® (Patent Approved: Application #14763895.1).   We have 4 logos which have been accepted and registered: GuardedID®, MobileTrust® and CryptoColor®. Also, BlockSafe Technologies, Inc. has one registered trademark: CyberDefender®. A portion of our software program is licensed from third events and the rest is developed by our personal staff of builders whereas leveraging some exterior advisor experience as necessitated. We rely on confidentiality agreements signed by our workers, consultants, and third events to guard the mental property rights.   Business Strategy   Our major technique all through 2022 is to give attention to the expansion and help of our channel companions, together with distributors, resellers and authentic gear producers (OEMs) (topic to the impairments attributable to COVID-19). Our inside gross sales staff targets potential direct gross sales in industries that administration believes supplies the best potential for brief time period gross sales. These embrace small to medium sized monetary establishments, authorities businesses, e-commerce, healthcare, authorized and enterprise companies. We are additionally executing agreements with strategic resellers and distributors for advertising, promoting and supporting our merchandise internationally. We primarily work with distributors, resellers and brokers to generate the majority of our gross sales internationally, realizing that this technique takes longer to nurture, nevertheless it’s progressing nicely. We are beginning to notice constructive outcomes, nevertheless slowly, with our gross sales channel and anticipate, however can not assure, a profitable fiscal 2022, via the gross sales channel and from our new cellular and GuardedID® MAC, SafeVchat™ and PrivacyLoK™ merchandise with a focus of gross sales already contracted. There will be no assurances, nevertheless, that we’ll achieve implementing our gross sales technique. Although administration believes that there’s an more and more sturdy marketplace for our merchandise as the necessity for cyber safety options will increase globally, we’ve got not generated substantial income from the sale of our merchandise and there’s no assurance we are able to safe a market enough to allow us to attain profitability in fiscal 2022 (topic to the impairments attributable to the continued COVID-19 pandemic and the diploma to which the financial system rebounds post-pandemic).     Most of the prices that we incur are associated to salaries, skilled charges, advertising, gross sales and analysis & design. Our operations presently require funding of roughly $235,000 per thirty days primarily based on the hiring of 4 further gross sales employees members in 2022. We count on that our month-to-month money utilization for operations will improve barely on account of contracted and anticipated elevated volumes and including some focused channel advertising applications. We anticipate that the areas through which we are going to expertise the best improve in working bills is in advertising, promoting, product help, product analysis and new expertise growth within the rising cyber safety market. We are dedicated to sustaining our present degree of working prices till we attain the extent of revenues wanted to soak up any potential improve in prices.   Competition   The software program growth and providers market is characterised by innovation and competitors. There are a number of well-established corporations inside the authentication market that supply community safety techniques in our product market and newer corporations with rising applied sciences. We consider that our multi-patented “Out-of-Band” multi-factor id authentication platform is an progressive, safe, adaptable, competitively priced, built-in community authentication platform. The important options of ProtectID® embrace: an open structure “Out-of-Band” platform for consumer authentication; working system independence; biometric layering; mushy cellular tokens; cellular authentication; safe web site logon; Virtual Private Network (“VPN”) entry; area authentication; newly added Office 365 authentication and multi-level authentication. Unlike different strategies for elevated community safety, ProtectID® doesn’t depend on a selected authentication gadget or technique (e.g., telephone, tokens, sensible playing cards, digital certificates, mushy cellular tokens, or biometrics, akin to a retinal or fingerprint scan). Rather ProtectID® has been developed as an “open platform” that comes with an infinite variety of authentication gadgets and strategies. For instance, as soon as a consumer has been recognized to a pc community, a system deploying our ProtectID® authentication system permits the “Out-of-Band” authentication of that consumer by a phone, iPhone, iPad, PDA, e mail, exhausting token, SSL shopper software program, a biometric gadget akin to a voice biometric, or others, earlier than that consumer is permitted to entry the community. By utilizing “Out-of-Band” authentication strategies, administration believes that ProtectID®, now protected via our ongoing litigation, with plans for added litigation, supplies a aggressive product for patrons with safety necessities higher than typical title and password schemes for digital personal networks and pc techniques with a number of customers at distant places, as examples. We additionally consider that our multi-patented keystroke encryption product, GuardedID®, presents an extra aggressive edge for community safety and e-commerce purposes that ought to present higher ranges of safety and the flexibility to evolve over time primarily based on newer applied sciences when made accessible. There is much less competitors for the keystroke encryption product and there aren’t any well-established corporations on this house, which explains our present progress in pilots and gross sales for GuardedID®, particularly referring to bundled channel accomplice applications. GuardedID® is important to assist forestall key logging viruses, one of many largest sources of cyberattacks and information breaches. GuardedID® is also protected with three patents.   Our patented applied sciences are utilized in SafeVchat™, our safe Video Conferencing Tool and PrivacyLok™, which provides 5 ranges of safety for SafeVchat™ Premium, which we consider are safer than Zoom, Teams and different opponents’ merchandise accessible within the rising market.   Although we consider that our suite of merchandise presents aggressive benefits, there isn’t any assurance that any of those merchandise will proceed to extend its market share within the market. Our opponents embrace established software program and {hardware} corporations which can be more likely to be higher financed and to have established gross sales channels. Due to the excessive degree of innovation within the software program growth trade, additionally it is attainable {that a} competitor will introduce a product that gives a better degree of safety than our merchandise or which will be provided at costs which can be extra advantageous to the shopper.   BlockSafe Technologies, Inc.   BlockSafe Technologies, Inc. (“BlockSafe”) was fashioned on December 1, 2017 within the State of Wyoming. BlockSafe is within the enterprise of offering whole cyber safety options and has the licensee from our firm of our desktop anti-malware product referred to as “GuardedID®” and our certainly one of a form cellular utility referred to as “MobileTrust®”. BlockSafe is meant to be developed as an enterprise centered on utilizing our licensed expertise within the subject of cryptocurrency and its use of blockchains. Small revenues have been generated to this point, primarily as a result of results of the continued COVID-19 pandemic. There will be no assurances on the success of this venture or any profitability arising from BlockSafe.     As of March 31, 2022, no tokens have been developed or issued. There isn’t any assurance as as to whether, or at what quantity, or on what phrases, tokens might be accessible. Moreover, there will be no assurance how such expertise will operate, which may expose us to authorized and regulatory points. Cryptocurrency and its use of blockchains continues to be within the growth stage and receiving blended outcomes. The Securities and Exchange Commission has, in its dissemination of data to the general public, expressed that tokens within the United States can be handled as securities pursuant to the Howey Test. This customary has been adopted, in varied kinds, in quite a few different jurisdictions. The European Union and China are considering their very own type of cryptocurrency and Facebook Libra cryptocurrency just lately misplaced the help of PayPal (see https://www.independent.co.uk/topic/cryptocurrency, which article shouldn’t be included by reference to this submitting). On March 30, 2022, the Securities and Exchange Commission’s Division of Examinations introduced its 2022 examination priorities which included the assessment of the usage of crypto-assets as certainly one of its prime 5 priorities for assessment. This assessment and any regulatory guidelines and rules arising from this assessment could influence the BlockSafe enterprise. In addition, authorized and regulatory developments may render the expertise impermissible, which may have a cloth antagonistic impact on BlockSafe and us.   As of March 31, 2022, noncontrolling pursuits represents 51% of BlockSafe that we don’t straight personal. The Company and BlockSafe have a administration settlement pursuant to which BlockSafe shall remit a administration charge of $36,000 per thirty days to the Company, and when BlockSafe reaches a milestone of $1,000,000 in financing, an extra administration charge of $5,000,000 shall be owed to the Company, payable month-to-month over three years. The administration charge is eradicated in consolidation. At December 31, 2021 and 2020, the quantity of VIE money on the accompanying consolidated steadiness sheets can be utilized solely to settle obligations of BlockSafe, and the quantities of VIE accounts payable, VIE Notes Payable, VIE Accrued Interest, and VIE Financing Obligation don’t have any recourse to the overall credit score of the Company.   In June 2018, two members of our administration staff, George Waller, our Executive Vice President and Ramarao Pemmaraju, our Chief Technical Officer, had been appointed to BlockSafe to function the Chief Executive Officer and Chief Technical Officer, respectively. Additionally, our Chief Executive Officer of StrikeForce, Mark L. Kay, additionally an appointee to the Board of Directors of BlockSafe, was appointed as Chairman and President of BlockSafe.   In 2018, the Company’s consolidated subsidiary BlockSafe issued promissory notes to traders within the mixture of $775,500. As a part of every promissory word settlement BlockSafe agreed to pay a financing obligation to the word holders equal to the word principal in tokens, as outlined, to be issued by BlockSafe. In December 2018, BlockSafe agreed to challenge 200,000 cryptocurrency tokens to an unrelated celebration for receipt of $50,000. In February 2019, the settlement was amended and the unrelated celebration is to obtain an extra 100,000 tokens. No such tokens have been developed or issued as of December 31, 2021.   From February 2019 to March 2019, BlockSafe agreed to challenge 450,000 cryptocurrency tokens and 56,250 restricted shares of BlockSafe widespread inventory to 4 unrelated events for receipt of $122,500. The tokens or restricted inventory of BlockSafe haven’t been issued as of December 31, 2021.   From March to April 2019, 5 of the BlockSafe noteholders agreed to transform $295,500 of principal and $19,700 of accrued curiosity into 1,845,041 cryptocurrency tokens to be issued by BlockSafe. The tokens haven’t been issued as of December 31, 2021.   We have used the funds obtained from traders pursuant to the promissory notes for the efforts talked about beneath to develop the Tokens and to develop an extra product and put together it on the market. We presently don’t require further funds for the event efforts.   The steps we’ve got taken to this point in our efforts to develop tokens embrace finishing a proper plan for the Tokens, acquiring skilled recommendation concerning the authorized implications of creating tokens, and we’ve got a blockchain for our Tokens (BSAFE®). We haven’t but finalized a price range for the event of Tokens, we’ve got not but employed a full growth staff, we’ve got not but accomplished the event of Tokens, and we’ve got not but developed any cost, buying and selling, or custody platform or infrastructure associated to the Tokens. The failure to develop or challenge these Tokens as of December 31, 2021 doesn’t represent an occasion of default beneath the promissory notes. It must be famous nevertheless that the promissory notes weren’t repaid pursuant to their phrases and are presently in default.   At December 31, 2021, the Company’s consolidated subsidiary, BlockSafe, had recorded a financing obligation of $1,263,000 to be paid in tokens, as outlined. At December 31, 2021 and thru the date of this submitting, BlockSafe. has not accomplished the event or issued any tokens. At December 31, 2021, as the event of the tokens has not been accomplished and tokens don’t exist, and any quantities obtained for tokens are usually not thought of fairness or income, administration decided that 100% of the duty of $1,263,000 is a legal responsibility to be settled by BlockSafe., via the issuance of tokens, or via different means if tokens are by no means issued.   We have said to the word holders that after StrikeForce has the funds or BlockSafe sells the Tokens, the intent is to fulfill the excellent balances as quickly as attainable. In the occasion that we’re unable to fulfill the excellent balances of the Notes, it may have a cloth antagonistic impact on our enterprise, monetary situation and outcomes of operations.     In March 2019, a rise of the approved shares of BlockSafe’s widespread inventory from one thousand (1,000) to 1 hundred million (100,000,000), $0.0001 par worth, was ratified, efficient upon the submitting of an modification to BlockSafe’s Certificate of Incorporation with the Wyoming Secretary of State. The modification was adopted in March 2019.   In March 2019, a 1:15,000 ahead inventory break up of BlockSafe’s issued and excellent shares of widespread inventory was ratified, efficient upon the submitting of an modification to BlockSafe’s Certificate of Incorporation with the Wyoming Secretary of State. The modification was adopted in March 2019.   Cybersecurity Risk Solutions, LLC   On April 15, 2021, StrikeForce formally closed a Member Interest Purchase Agreement through which StrikeForce acquired your complete Member Interests of Cybersecurity Risk Solutions, LLC, a New Jersey restricted legal responsibility firm. In April 2021, we issued 500,000 shares of widespread inventory with a good worth of $36,000, for the acquisition of Cybersecurity Risk Solutions, LLC. At the date of acquisition, Cybersecurity Risk Solutions, LLC had nominal property and liabilities, no revenues and restricted working historical past. Furthermore, the Company additionally decided that the acquisition didn’t meet the requirement of a big acquisition pursuant to the rules of the Securities and Exchange Commission.   Cybersecurity Risk Solutions, LLC is a cybersecurity agency providing cyber, privateness & information safety providers together with a private cyber threat evaluation, the trade’s first cyber well being rating, report and customized motion plan, in addition to ongoing vulnerability scanning, hack monitoring and darkish net intelligence monitoring. For extra data, go to https://SecureCyberID.com (which web site is expressly not included on this submitting). Will Lynch, the prior sole member of Cybersecurity Risk Solutions, LLC was employed by StrikeForce because the Director of Channel Distribution and never as a Named Executive Officer. A Director of Channel Distribution develops, providers, and grows relationships with shoppers. Mr. Lynch has an annual wage of $100,000 and also will obtain 2% internet of all Channel gross sales. Mr. Lynch reviews to our Executive Vice President and Marketing Director.   Employees   As of fiscal 12 months ended December 31, 2021, we had 10 workers and our relationships with workers are good.   DESCRIPTION OF PROPERTY   We function from leased workplaces situated at 1090 King Georges Post Road, Suite #603, Edison, New Jersey 08837. We don’t maintain any materials investments in different actual or private property apart from workplace gear. We paid a month-to-month base lease of $4,409 from February 2019 through January 2020, $4,542 from February 2020 via January 2021 and $4,678 from February 2021 via January 2022. We can pay a month-to-month base lease of $4,818 from February 2022 through January 2023 and $4,963 from February 2023 through January 2024.   Operating lease right-of-use (“ROU”) property and liabilities are acknowledged at graduation date primarily based on the current worth of lease funds over the lease time period. ROU property signify our proper to make use of an underlying asset for the lease time period and lease liabilities signify our obligation to make lease funds arising from the lease. Generally the implicit fee of curiosity in preparations shouldn’t be readily determinable and we make the most of our incremental borrowing fee in figuring out the current worth of lease funds. The working lease ROU asset consists of any lease funds made and excludes lease incentives.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF   FINANCIAL CONDITION AND RESULTS OF OPERATIONS   Forward-Looking Statements   The following is administration’s dialogue and evaluation (|MD&A”) of sure important elements which have affected our monetary place and working outcomes in the course of the durations included within the accompanying monetary statements, in addition to data referring to the plans of our present administration. This report consists of forward-looking statements. Generally, the phrases “believes,” “anticipates,” “could,” “will,” “ought to,” “count on,” “intend,” “estimate,” “proceed,” and related expressions or the detrimental thereof or comparable terminology are meant to establish forward-looking statements. Such statements are topic to sure dangers and uncertainties, together with the issues set forth on this report or different reviews or paperwork we file with the Securities and Exchange Commission every now and then, which may trigger precise outcomes or outcomes to vary materially from these projected. Undue reliance shouldn’t be positioned on these forward-looking statements which communicate solely as of the date hereof. We undertake no obligation to replace these forward-looking statements.     The following dialogue and evaluation must be learn at the side of our monetary statements and the associated notes thereto and different monetary data contained elsewhere on this Annual Meeting Consent.   Our MD&A is comprised of great accounting estimates made within the regular course of its operations, overview of our enterprise circumstances, outcomes of operations, liquidity and capital assets and contractual obligations. We didn’t have any off steadiness sheet preparations as of September 30, 2019 or 2020. The dialogue and evaluation of our monetary situation and outcomes of operations is predicated upon its monetary statements, which have been ready in accordance with usually accepted accounting ideas usually accepted within the United States (or “GAAP”). The preparation of these monetary statements requires us to make estimates and judgments that have an effect on the reported quantity of property and liabilities on the date of its monetary statements. Actual outcomes could differ from these estimates beneath completely different assumptions or circumstances.   Background   We are a software program growth and providers firm that gives a collection of built-in pc community safety merchandise utilizing proprietary expertise. Our ongoing technique is creating and advertising our suite of community safety merchandise to the company, monetary, healthcare, authorized, authorities, expertise, insurance coverage, e-commerce and client sectors. We plan to proceed to develop our enterprise primarily via our increasing gross sales channel and internally generated gross sales, somewhat than by acquisitions. Apart from our 49% holding in BlockSafe Technologies, Inc., we’ve got no different subsidiaries.   Our government workplace is situated at 1090 King Georges Post Road, Suite 603, Edison, NJ 08837. Our phone quantity is (732) 661-9641. We have 9 workers. Our Company’s web site is www.strikeforcetech.com (we’re not together with the data contained in our web site as a part of, nor ought to the data be relied upon or included by reference into, this Annual Meeting Consent).   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 had been $32,000 in comparison with $46,000 for the three months ended March 31, 2021, a lower of $14,000 or 30.4%. The lower in revenues was primarily on account of a lower in revenues referring to our ProtectID®, GuardedID® and MobileTrust® merchandise, offset by a rise in revenues referring to our SafeVchat™ product, regardless of the impairments associated to the financial penalties of the COVID-19 pandemic. Revenues are derived from software program and providers.   Cost of revenues for the three months ended March 31, 2022 was $10,000 in comparison with $3,000 for the three months ended March 31, 2021, a rise of $7,000 or 233%. The improve in value of revenues was primarily on account of a rise within the charges associated to our product choices. Cost of revenues are charges and key fobs associated to our revenues, and as a proportion of whole revenues for the three months ended March 31, 2022 was 31.3% in comparison with 6.5% for the three months ended March 31, 2021.   Research and growth bills for the three months ended March 31, 2022 had been $154,000 in comparison with $145,000 for the three months ended March 31, 2021, a rise of $9,000 or 6.2%. The improve was primarily as a result of general improve in salaries and advantages of the personnel conducting analysis and growth. The salaries, advantages and overhead prices of personnel conducting analysis and growth of our software program merchandise primarily includes our analysis and growth bills.   Compensation, skilled charges, and promoting, basic and administrative (collectively, “SGA”) bills for the three months ended March 31, 2022 had been $2,636,000 in comparison with $5,628,000 for the three months ended March 31, 2021, a lower of $2,992,000 or 53.2%. The lower was due primarily to a lower in worker stock-based compensation, offset by a rise in compensation bills {and professional} charges. SG&A bills consist primarily of salaries, advantages and overhead prices for government and administrative personnel, insurance coverage, charges for skilled providers, together with consulting, authorized, and accounting charges, plus journey prices and non-cash inventory compensation expense for the issuance of inventory choices to workers and different basic company bills.     For the three months ended March 31, 2022, different expense was $99,000 as in comparison with different expense of $4,216,000 for the three months ended March 31, 2021, a lower in different expense of $4,117,000, or 9.8%. The lower was primarily on account of decreases in financing expense, curiosity expense, debt low cost amortization, and the change within the honest worth of spinoff liabilities. The Company’s spinoff liabilities had been absolutely extinguished in fiscal 2021.   Our internet loss for the three months ended March 31, 2022 was $2,867,000 in comparison with $9,946,000 for the three months ended March 31, 2021, a lower of $7,079,000, or 71.2%. The lower was primarily on account of decreases in worker stock-based compensation, financing expense, curiosity expense, debt low cost amortization, and the change within the honest worth of spinoff liabilities, offset by a rise in compensation bills {and professional} charges.   Liquidity and Capital Resources   Our whole present property at March 31, 2022 had been $990,000, which included money of $974,000, as in contrast with $2,121,000 in whole present property at December 31, 2021, which included money of $2,084,000. Additionally, we had a stockholders’ deficit within the quantity of $12,814,000 at March 31, 2022 in comparison with a stockholders’ deficit of $11,589,000 at December 31, 2021. We have traditionally incurred recurring losses and have financed our operations via loans, principally from affiliated events akin to our administrators, and from the proceeds of debt and fairness financing. We financed our operations in the course of the three months ended March 31, 2022 primarily from the money steadiness from the 12 months ended December 31, 2021.   Results of Operations   FOR THE YEAR ENDED DECEMBER 31, 2021 COMPARED TO THE YEAR ENDED DECEMBER 31, 2020   Revenues for the 12 months ended December 31, 2021 had been $193,000 in comparison with $207,000 for the 12 months ended December 31, 2020, a lower of $14,000 or 6.8%. The lower in revenues was primarily on account of a discount within the gross sales of our merchandise with impairments associated to the financial penalties of the COVID-19 pandemic. Revenues are derived from software program and providers.   Cost of revenues for the 12 months ended December 31, 2021 was $27,000 in comparison with $13,000 for the 12 months ended December 31, 2020, a rise of $14,000, or 108%. The improve resulted from the elevated charges associated to sure revenues. Cost of revenues are charges associated to our revenues, and as a proportion of whole revenues for the 12 months ended December 31, 2021 was 14.0% in comparison with 6.2% for the 12 months ended December 31, 2020.   Research and growth bills for the 12 months ended December 31, 2021 had been $566,000 in comparison with $520,000 for the 12 months ended December 31, 2020, a rise of $46,000 or 8.8%. The improve was primarily as a result of improve in salaries and advantages of the personnel conducting analysis and growth. The salaries, advantages and overhead prices of personnel conducting analysis and growth of our software program merchandise primarily includes our analysis and growth bills.   Compensation, skilled charges, and promoting, basic and administrative (collectively, “SGA”) bills for the 12 months ended December 31, 2021 had been $9,448,000 in comparison with $2,350,000 for the 12 months ended December 31, 2020, a rise of $7,098,000 or 302%. The improve was due primarily to a rise in worker stock-based compensation {and professional} charges. SG&A bills consist primarily of salaries, advantages and overhead prices for government and administrative personnel, insurance coverage, charges for skilled providers, together with consulting, authorized, and accounting charges, plus journey prices and non-cash inventory compensation expense for the issuance of inventory choices to workers and different basic company bills.   For the 12 months ended December 31, 2021, different expense was $7,397,000 as in comparison with different expense of $7,412,000 for the 12 months ended December 31, 2020, representing a lower in different expense of ($15,000), or 0.2%. The lower was primarily on account of decreases within the loss on extinguishment of debt, the change within the honest worth of spinoff liabilities and debt low cost amortization, offset by will increase in financing prices.   Our internet loss for the 12 months ended December 31, 2021 was $17,245,000 in comparison with $10,088,000 for the 12 months ended December 31, 2020, a rise of $7,157,000, or 70.9%. The improve was primarily as a result of lower in revenues, will increase in worker stock-based compensation, skilled charges and financing prices, offset by decreases within the loss on extinguishment of debt, the change within the honest worth of spinoff liabilities and debt low cost amortization.     Liquidity and Capital Resources   Our whole present property at December 31, 2021 had been $2,121,000, which included money of $2,084,000, as in contrast with $203,000 in whole present property at December 31, 2020, which included money of $162,000. Additionally, we had a stockholders’ deficit within the quantity of $11,589,000 at December 31, 2021 in comparison with a stockholders’ deficit of $14,342,000 at December 31, 2020. We have traditionally incurred recurring losses and have financed our operations via loans, principally from affiliated events akin to our administrators, and from the proceeds of debt and fairness financing. We financed our operations in the course of the 12 months ended December 31, 2021 primarily from the sale of widespread shares for money for internet proceeds of $5,368,000 beneath the providing pursuant to Regulation A, and we obtained the second draw SBA Paycheck Protection help mortgage for $177,000.   Subsequent to December 31, 2021, we issued 134,853 shares of widespread inventory for providers with a good worth of $6,000.   Subsequent to December 31, 2021, we repaid convertible notes, secured notes payable and accrued curiosity within the mixture of $26,000.   Going Concern   We have but to ascertain any historical past of worthwhile operations. During the three months ended March 31, 2022, the Company incurred a internet lack of $2,867,000 and used money in working actions of $1,060,000, and at March 31, 2022, the Company had a stockholders’ deficit of $12,814,000. In addition, we’re in default on notes payable and convertible notes payable within the mixture quantity of $2,861,000. These elements increase substantial doubt about our potential to proceed as a going concern inside one 12 months after the date the monetary statements are issued. In addition, the Company’s impartial registered public accounting agency, in its report printed on our December 31, 2021 year-end monetary statements, and Note 1 in our unaudited monetary statements, raised substantial doubt concerning the Company’s potential to proceed as a going concern. The Company’s monetary statements don’t embrace any changes which may end result from the result of this uncertainty ought to we be unable to proceed as a going concern.   Management estimates that the present funds available might be enough to proceed operations via the following six months. Our potential to proceed as a going concern depends upon our potential to proceed to implement our marketing strategy. Currently, administration is trying to extend revenues by promoting via a channel of distributors, worth added resellers, strategic companions and authentic gear producers. While we consider within the viability of its technique to extend revenues, there will be no assurances to that impact. Our potential to proceed as a going concern depends upon our potential to extend our buyer base and notice elevated revenues. No assurance will be on condition that any future financing, if wanted, might be accessible or, if accessible, that it is going to be on phrases which can be passable to us. Even if we’re capable of get hold of further financing, if wanted, it might comprise undue restrictions on our operations, within the case of debt financing, or trigger substantial dilution for our stockholders, within the case of fairness financing.   Changes in Authorized Shares and Forward Split of BlockSafe Shares   In April 2020, a rise of the approved shares of the Company’s widespread inventory from twelve billion (12,000,000,000) to seventeen billion (17,000,000,000), $0.0001 par worth, was ratified, efficient upon the submitting of an modification to our Certificate of Incorporation with the Wyoming Secretary of State. The modification was adopted in April 2020.   In April 2020, our Board of Directors and the holders of a majority of the voting energy accepted a decision to effectuate a 500:1 Reverse Stock Split decision for a discount within the approved widespread inventory from seventeen billion (17,000,000,000) to 14 billion (14,000,000,000), $0.0001 par worth, of the Company. The modification was adopted in June 2020.   In December 2020, a lower of the approved shares of the Company’s widespread inventory from fourteen billion (14,000,000,000) to 4 billion (4,000,000,000), $0.0001 par worth, was ratified, efficient upon the submitting of an modification to our Certificate of Incorporation with the Wyoming Secretary of State. The modification was adopted in December 2020.   Off-Balance Sheet Arrangements   We do not need any off-balance sheet preparations which can be moderately more likely to have a present or future impact on our monetary situation, revenues, results of operations, liquidity or capital expenditures.     Critical Accounting Policies   Use of Estimates   The preparation of economic statements in conformity with usually accepted accounting ideas requires administration to make estimates and assumptions that have an effect on the reported quantities of property and liabilities and disclosure of contingent property and liabilities on the date of the monetary statements and the reported quantities of revenues and bills in the course of the reporting interval. Significant estimates embrace these associated to accounting for financing obligations, assumptions utilized in valuing inventory devices issued for providers, assumptions utilized in valuing spinoff liabilities, the valuation allowance for deferred tax property, and the accrual of potential liabilities. Actual outcomes may differ from these estimates.   Revenue Recognition   The Company follows the steering of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. ASC 606 creates a five-step mannequin that requires entities to train judgment when contemplating the phrases of contracts, which incorporates (1) figuring out the contracts or agreements with a buyer, (2) figuring out our efficiency obligations within the contract or settlement, (3) figuring out the transaction value, (4) allocating the transaction value to the separate efficiency obligations, and (5) recognizing income as every efficiency obligation is glad. The Company solely applies the five-step mannequin to contracts when it’s possible that the Company will accumulate the consideration it’s entitled to in trade for the providers it transfers to its shoppers.   The Company’s income consists of income from gross sales and help of our software program merchandise. Revenue primarily consists of gross sales of software program licenses and subscriptions of our ProtectID®, GuardedID®, MobileTrust®, PrivacyLoK™ and SafeVchat™ merchandise. We acknowledge income from these preparations ratably over the contractual service interval. For service contracts, the Company’s efficiency obligations are glad, and the associated income is acknowledged, as providers are rendered.   The Company presents no reductions, rebates, rights of return, or different allowances to shoppers which might end result within the institution of reserves in opposition to service income. Additionally, to this point, the Company has not incurred incremental prices in acquiring a shopper contract.   Cost of income consists of direct prices and costs associated to the sale of our merchandise.   Share-Based Payments   The Company periodically points inventory choices, warrants, and shares of widespread inventory as share-based compensation to workers and non-employees in non-capital elevating transactions for providers and for financing prices. The Company accounts for such grants issued and vesting primarily based on FASB ASC 718, Compensation – Stock Compensation (Topic 718) whereby the worth of the award is measured on the date of grant and acknowledged as compensation expense on the straight-line foundation over the vesting interval. The Company acknowledges the honest worth of stock-based compensation inside its Statements of Operations with classification relying on the character of the providers rendered.   Additional Information   You are suggested to learn our Form 10-Q at the side of different reviews and paperwork that we file every now and then with the SEC. In explicit, please learn our Quarterly Reports on Form 10-Q, Annual Reports on Form 10-Ok, and Current Reports on Form 8-Ok that we file every now and then. You could get hold of copies of those reviews straight from us or from the SEC on the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and it’s possible you’ll get hold of details about acquiring entry to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains data for digital filers at its web site http://www.sec.gov.   DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES   The following units forth our government officers and/or Directors, their ages, and all workplaces and positions held with us.   Name Age Position Mark L. Kay 73 Chief Executive Officer and Chairman of the Board of Directors Philip E. Blocker 65 Chief Financial Officer Ramarao Pemmaraju 61 Chief Technical Officer and Director George Waller 64 Executive Vice President and Marketing Director     Our Directors maintain their workplaces till the following annual assembly of the shareholders and till their successors have been duly elected and certified or till their earlier resignation, elimination of workplace or dying. Our government officers are elected by the Board of Directors to serve till their successors are elected and certified.   The following is a quick description of the enterprise expertise of our government officers who’re additionally the Directors and important workers:   Mark L. Kay, Chief Executive Officer and Chairman of the Board of Directors   Mr. Kay joined StrikeForce as our CEO in May 2003 following his retirement at JPMorganChase & Co. In December 2008, a majority of the Board of Directors, by written consent, eradicated the place of our President, with these tasks being assumed by Mr. Kay. A majority of the Board of Directors additionally appointed Mr. Kay because the Chairman of the Board in December 2008. Prior to becoming a member of StrikeForce Mr. Kay was employed by JPMorganChase & Co. from August of 1977 till his retirement in December 2002, at which period he was a Managing Director of the agency. During his tenure with JPMorganChase & Co. Mr. Kay led strategic and company enterprise teams with world groups as much as roughly 1,000 folks. His tasks additionally included Chief Operations Officer, Chief Information Officer, and Global Technology Auditor. Mr. Kay’s enterprise concentrations had been in securities (mounted earnings and equities), proprietary buying and selling and treasury, world custody providers, audit, money administration, company enterprise providers and net providers. Prior to his employment with JPMorganChase & Co., Mr. Kay was a techniques engineer at Electronic Data Services (EDS) for about 5 years from September 1972 via to August 1977. He holds a B.A. in Mathematics from CUNY.   Philip E. Blocker, Chief Financial Officer   Mr. Blocker was CFO of MediaServ, a NYC primarily based Internet software program growth firm, in 2001. Prior to MediaServ, Mr. Blocker was a accomplice in POLARIS, a $25 million expertise reseller, specializing in storage and excessive availability options. He is a Certified Public Accountant and has sensible expertise with taking personal corporations public.   Ramarao Pemmaraju, Chief Technology Officer   Mr. Pemmaraju Joined StrikeForce in July 2002 as our Chief Technology Officer (CTO) and the inventor of the ProtectID® product. In May 1999 Mr. Pemmaraju co-founded NetLabs, which developed safety software program merchandise. Mr. Pemmaraju concentrated his time on NetLabs from July 2001 via to July 2002. From June 2000 to July 2001 Mr. Pemmaraju was a techniques architect and venture chief for Coreon, an operations service supplier in telecommunications. From October 1998 via May 2000, Mr. Pemmaraju was a techniques engineer with Nexgen techniques, an engineering consulting agency. Mr. Pemmaraju has over eighteen years’ expertise in techniques engineering and telecommunications. His particular experience is in techniques structure, design and product growth. Mr. Pemmaraju holds a M.S.E.E. from Rutgers University and a B.E. from Stevens Tech.   George Waller, Executive Vice President and Head of Marketing   Mr. Waller joined StrikeForce in June 2002 as a Vice President accountable for gross sales and advertising. In July 2002, Mr. Waller turned the CEO of StrikeForce, a place he held till Mr. Kay joined us in May 2003. Since May 2003, Mr. Waller has been the Executive Vice President overseeing Sales, Marketing, Business Development and product growth. From 2000 via June 2002, Mr. Waller was Vice President of enterprise growth for Infopro, an outsourcing software program growth agency. From 1999 to 2001, Mr. Waller was Vice President of gross sales and Marketing for Teachmeit.com-Incubation techniques, Inc., a multifaceted pc firm and sister firm to Infopro. From 1997 via 1999, Mr. Waller was the Vice President of Internet Marketing for RX Remedy, an aggregator of medical content material for on-line providers. Previously, Mr. Waller was a Vice President of Connexus Corporation, a software program integrator.    Family Relationships   There aren’t any household relationships between any two or extra of our administrators or government officers. There isn’t any association or understanding between any of our administrators or government officers and another individual pursuant to which any director or officer was or is to be chosen as a director or officer, and there’s no association, plan or understanding as as to whether non-management shareholders will train their voting rights to proceed to elect the present board of administrators. There are additionally no preparations, agreements or understandings to our data between non-management shareholders that will straight or not directly take part in or affect the administration of our affairs.     Involvement in Certain Legal Proceedings   To the very best of our data, in the course of the previous 5 years, not one of the following occurred with respect to a gift or former director or government officer of our Company: (1) any chapter petition filed by or in opposition to any enterprise of which such individual was a basic accomplice or government officer both on the time of the chapter or inside two years previous to that point; (2) any conviction in a legal continuing or being topic to a pending legal continuing (excluding site visitors violations and different minor offenses); (3) being topic to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court docket of any competent jurisdiction, completely or briefly enjoining, barring, suspending or in any other case limiting his involvement in any sort of enterprise, securities or banking actions; and (4) being discovered by a court docket of competent jurisdiction (in a civil motion), the SEC or the commodities futures buying and selling fee to have violated a federal or state securities or commodities legislation, and the judgment has not been reversed, suspended or vacated.   Board of Directors   Our By-laws present that there have to be a minimum of one and not more than seven administrators, as decided by the Board of Directors. Our Board of Directors presently consists of three administrators.   Directors needn’t be our stockholders or residents of the State of Wyoming. Directors are elected for an annual time period and customarily maintain workplace till the following Directors have been duly elected and certified. A emptiness on the Board could also be stuffed by the remaining Directors regardless that lower than a quorum stays. A Director appointed to fill a emptiness stays a Director till his successor is elected by the Stockholders on the subsequent annual assembly of Shareholder or till a particular assembly is known as to elect Directors.   Our government officers are appointed by the Board of Directors.   During fiscal 2021, our Board of Directors met twelve instances. The Board of Directors additionally makes use of written resolutions to cope with sure issues and, throughout fiscal 2021, thirty-nine written resolutions had been signed by a majority of the Directors.   Compensation of Directors   Our bylaws present that, until in any other case restricted by our certificates of incorporation, our Board of Directors has the authority to repair the compensation of administrators. The administrators could also be paid their bills, if any, associated to attendance at every assembly of the board of administrators and could also be paid a set sum for attendance at every assembly of the board of administrators or a said wage as our director. Our bylaws additional present that no such cost will preclude any director from serving our firm in another capability and receiving compensation due to this fact. Further, members of particular or standing committees could also be given compensation for attending committee conferences.   Committees   We have two committees: the Audit Committee and the Compensation Committee. At this time, there aren’t any members of both Committee and the Board of Directors performs the acts of the Committees. None of our present administrators are deemed “impartial” administrators as that time period is utilized by the nationwide inventory exchanges or have the requisite public firm accounting background or experience to be thought of an “audit committee monetary skilled” as that time period is outlined beneath Regulation S-Ok promulgated beneath the Securities Act of 1933, as amended.   It is anticipated that the principal capabilities of the Audit Committee might be to advocate the annual appointment of our auditors, the scope of the audit and the outcomes of their examination, to assessment and approve any materials accounting coverage modifications affecting our working outcomes and to assessment our inside management procedures.   It is anticipated that the Compensation Committee will develop a Company-wide program overlaying all workers and that the objectives of such program might be to draw, preserve, and inspire our workers. It is additional anticipated that one of many elements of this system might be to hyperlink an worker’s compensation to his or her efficiency, and that the grant of inventory choices or different awards associated to the worth of the widespread shares might be used with a purpose to make an worker’s compensation per shareholders’ beneficial properties. It is anticipated that salaries might be set competitively relative to the expertise growth trade and that particular person expertise and efficiency might be thought of in setting salaries.     At current, government and director compensation issues are decided by a majority vote of the board of administrators.   We do not need a nominating committee. Historically our total Board has chosen nominees for election as administrators. The Board believes this course of has labored nicely up to now significantly because it has been the Board’s apply to require unanimity of Board members with respect to the number of director nominees. In figuring out whether or not to elect a director or to appoint any individual for election by our stockholders, the Board assesses the suitable measurement of the Board of Directors, per our bylaws, and whether or not any vacancies on the Board are anticipated on account of retirement or in any other case. If vacancies are anticipated, or in any other case come up, the Board will think about varied potential candidates to fill every emptiness. Candidates could come to the eye of the Board via a wide range of sources, together with from present members of the Board, stockholders, or different individuals. The Board of Directors has not but had the event to, however will, think about correctly submitted proposed nominations by stockholders who are usually not our administrators, officers, or workers on the identical foundation as candidates proposed by another individual.   Section 16(a) Beneficial Ownership Reporting Compliance   Section 16(a) of the Exchange Act requires our administrators and government officers, and individuals who personal greater than ten % (10%) of our excellent Common Stock, or the Reporting Persons, to file with the SEC preliminary reviews of possession on Form 3 and reviews of modifications in possession of Common Stock on Forms 4 or 5. Such individuals are required by SEC regulation to furnish us with copies of all such reviews they file. Based solely on a assessment of Forms 3 and 4 furnished to us by the Reporting Persons or ready on behalf of the Reporting Persons by the Company, the Company believes that the Reporting Persons have complied with reporting necessities relevant to them.   Involvement in Certain Legal Proceedings   None of the next occasions have occurred in the course of the previous ten years and are materials to an analysis of the flexibility or integrity of any director or officer of the Company:     1. A petition beneath the Federal chapter legal guidelines or any state insolvency legislation was filed by or in opposition to, or a receiver, fiscal agent or related officer was appointed by a court docket for the enterprise or property of such individual, or any partnership through which he was a basic accomplice at or inside two years earlier than the time of such submitting, or any company or enterprise affiliation of which he was an government officer at or inside two years earlier than the time of such submitting;   2. Such individual was convicted in a legal continuing or is a named topic of a pending legal continuing (excluding site visitors violations and different minor offenses);   3. Such individual was the topic of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court docket of competent jurisdiction, completely or briefly enjoining him from, or in any other case limiting, the next actions:     a. Acting as a futures fee service provider, introducing dealer, commodity buying and selling advisor, commodity pool operator, ground dealer, leverage transaction service provider, another individual regulated by the Commodity Futures Trading Commission, or an related individual of any of the foregoing, or as an funding adviser, underwriter, dealer or supplier in securities, or as an affiliated individual, director or worker of any funding firm, financial institution, financial savings and mortgage affiliation or insurance coverage firm, or partaking in or persevering with any conduct or apply in reference to such exercise;   b. Engaging in any sort of enterprise apply; or   c. Engaging in any exercise in reference to the acquisition or sale of any safety or commodity or in reference to any violation of Federal or State securities legal guidelines or Federal commodities legal guidelines;      4. Such individual was the topic of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or in any other case limiting for greater than 60 days the suitable of such individual to interact in any exercise described in paragraph (f)(3)(i) of this part, or to be related to individuals engaged in any such exercise;         5. Such individual was discovered by a court docket of competent jurisdiction in a civil motion or by the Commission to have violated any Federal or State securities legislation, and the judgment in such civil motion or discovering by the Commission has not been subsequently reversed, suspended, or vacated;         6. Such individual was discovered by a court docket of competent jurisdiction in a civil motion or by the Commodity Futures Trading Commission to have violated any Federal commodities legislation, and the judgment in such civil motion or discovering by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;         7. Such individual was the topic of, or a celebration to, any Federal or State judicial or administrative order, judgment, decree, or discovering, not subsequently reversed, suspended or vacated, referring to an alleged violation of:            a. Any Federal or State securities or commodities legislation or regulation; or   b. Any legislation or regulation respecting monetary establishments or insurance coverage corporations together with, however not restricted to, a short lived or everlasting injunction, order of disgorgement or restitution, civil cash penalty or short-term or everlasting cease-and-desist order, or elimination or prohibition order; or   c. Any legislation or regulation prohibiting mail or wire fraud or fraud in reference to any enterprise entity; or     8. Such individual was the topic of, or a celebration to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory group (as outlined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as outlined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equal trade, affiliation, entity or group that has disciplinary authority over its members or individuals related to a member.   Code of Ethics   We have adopted a code of ethics that applies to our principal government officer, principal monetary officer, principal accounting officer or controller, or individuals performing related capabilities. Our code of ethics accommodates requirements which can be moderately designed to discourage wrongdoing and to advertise:   · Honest and moral conduct, together with the moral dealing with of precise or obvious conflicts of curiosity between private {and professional} relationships;   · Full, honest, correct, well timed, and comprehensible disclosure in reviews and paperwork that we file with, or submits to, the Commission and in different public communications made by us;   ·  Compliance with relevant governmental legal guidelines, guidelines and rules;   · The immediate inside reporting of violations of the code to the board of administrators or one other applicable individual or individuals; and   · Accountability for adherence to the code.   Indemnification of Officers and Directors   As permitted by Wyoming legislation, our Articles of Incorporation present that we’ll indemnify our administrators and officers in opposition to bills and liabilities they incur to defend, settle, or fulfill any civil or legal motion introduced in opposition to them on account of their being or having been our administrators or officers until, in any such motion, they’re adjudged to have acted with gross negligence or willful misconduct.   Pursuant to the foregoing provisions, we’ve got been knowledgeable that, within the opinion of the Securities and Exchange Commission, such indemnification is in opposition to public coverage as expressed in that Act and is, due to this fact, unenforceable.   Stockholder Communications with the Board   Stockholders who want to talk with the Board of Directors ought to ship their communications to the Chairman of the Board on the tackle listed beneath. The Chairman of the Board is chargeable for forwarding communications to the suitable Board members.   StrikeForce Technologies, Inc. 1090 King George’s Post Road Suite #603 Edison, NJ 08837 Attn: Mark L. Kay, Chairman     Shareholder Recommendations for Board Nominees   There have been no materials modifications to the procedures by which safety holders could advocate nominees to the Company’s Board of Directors.   COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS   Summary Compensation Table   The following data is said to the compensation paid, distributed, or accrued by us for the fiscal years ended December 31, 2021 and 2020 to our Chief Executive Officer (principal government officer) over the last fiscal 12 months and the 2 different most extremely compensated government officers serving as of the tip of the final fiscal 12 months whose compensation exceeded $100,000 (the “Named Executive Officers”). The foregoing individuals are collectively referred to on this Information Statement because the “Named Executive Officers.” Compensation data is proven for the years ended December 31, 2021 and 2020:                         Incentive Plan Option     Securities     Nonqualified Deferred                           Stock     Awards     Underlying     Compensation     All Other       Name/ Principal       Salary     Bonus     Awards     (Vested)     Options/SARs     Earnings     Compensation     Total   Position   Year   ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)                                                         Mark L. Kay   2021     161,000       10,000       –       662,000       –       –       –       833,000   Chief Executive Officer   2020     158,000       6,000       –       51,000       –       –       –       215,000                                                                         George Waller   2021     161,000       10,000       –       662,000       –       –       –       833,000   Executive Vice President   2020     160,000       6,000       –       51,000       –       –       –       217,000                                                                         Ramarao Pemmeraju   2021     161,000       10,000       –       2,729,000       –       –       –       2,900,000   Chief Technology Officer   2020     161,000       6,000       –       51,000       –       –       –       218,000     On July 31, 2010, Philip E. Blocker was appointed our Chief Financial Officer. Mr. Blocker shouldn’t be our worker. He obtained charge funds of $2,000 in 2021 and $2,000 in 2020. Mr. Blocker obtained no possibility awards in 2021 or 2020.     Outstanding Option Awards at Year End   The following desk supplies sure data concerning unexercised choices to buy widespread inventory, inventory choices that haven’t vested, and equity-incentive plan awards excellent at December 31, 2021 for every Named Executive Officer and/or Director:    Outstanding Equity Awards At Fiscal Year-End Table     Option Awards         Stock Awards   Name   Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Unexercised Options (#) Unexercisable     Equity Incentive  Plan  Awards: Number of Securities Underlying Unexercised Unearned Options (#)     Option Exercise  Price ($)     Option Expiration Date   Number  of Shares  or Units  of Stock That Have Not Vested (#)     Market Value  of Shares or Units of Stock That  Have Not Vested ($)     Equity Incentive Plan Awards: Number  of Unearned Shares,  Units or Other  Rights  That  Have Not  Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares,  Units or Other Rights That Have Not Vested ($)   Mark L. Kay     1       –       –     $ 1,121,250,000     01/03/23     –       –       –       –         72,000       –       –     $ 3.125     09/28/26     –       –       –       –         20,000       –       –     $ 2.85     12/21/27                                       20,000       –       –     $ 2.05     12/17/29                                       546,448       9,453,552       –     $ 0.0375     12/22/31                                       10,000,000       –       –     $ 0.005     12/18/30                                                                                                       George Waller     1       –       –     $ 1,121,250,000     01/03/23     –       –       –       –         72,000       –       –     $ 3.125     09/28/26     –       –       –       –         20,000       –       –     $ 2.85     12/21/27                                       20,000       –       –     $ 2.05     12/17/29                                       546,448       9,453,552       –     $ 0.0375     12/22/31                                                                                                       Ramarao Pemmaraju     1       –       –     $ 1,121,250,000     01/03/23     –       –       –       –         72,000       –       –     $ 3.125     09/28/26     –       –       –       –         20,000       –       –     $ 2.85     12/21/27                                       20,000       –       –     $ 2.05     12/17/29                                       546,448       9,453,552       –     $ 0.0375     12/22/31                                   Option Exercises and Stock Vested Table   None.   Pension Benefits Table   None.   Non-Qualified Deferred Compensation Table   None.   All Other Compensation Table   None.   Perquisites Table   None.   Director Compensation   All three of our administrators had been additionally our government officers via December 31, 2021. Our administrators didn’t obtain any separate compensation for serving as such throughout fiscal 2021.   Non-Director Compensation   In April 2021, Will Lynch was employed because the Director of Channel Distribution and never as a Named Executive Officer. A Director of Channel Distribution develops, providers, and grows relationships with shoppers. Mr. Lynch has an annual wage of $100,000 and also will obtain 2% internet of all Channel gross sales. Mr. Lynch reviews to our Executive Vice President and Marketing Director.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS   Share Ownership of Certain Beneficial Owners   The following desk units forth sure data as of June 17, 2022, with respect to the shares of widespread inventory beneficially owned by: (i) every director; (ii) every government officer; (iii) all present government officers (no matter wage and bonus degree) and administrators as a bunch; and (iv) every individual or entity identified by us to beneficially personal greater than 5% of our excellent widespread inventory. The tackle for every director and government officer is 1090 King Georges Post Road, Suite 603, Edison, New Jersey 08837. Unless in any other case indicated, the shareholders listed within the desk beneath have sole voting and funding powers with respect to the shares indicated:     This desk is predicated upon data obtained from our inventory information.   NAME OF BENEFICIAL OWNER   AMOUNT OF OWNERSHIP(1)       PERCENTAGE OF CLASS(2) (excluding Preferred Stock (11)   Mark L. Kay     10,658,451   (3 ),(13)     0.9153 % Ramarao Pemmaraju     20,291,131   (4 ),(5),(13)     1.7426 % George Waller     12,120,803   (6 ),(7),(13)     1.0409 % All administrators and government officers as a bunch (3 individuals)     43,070,385   (8 )     3.6989 % NetLabs.com, Inc.     2   (9 ),(10)     0.00000017 %     (1) An individual is deemed to be the helpful proprietor of securities that may be acquired by such individual inside 90 days from the date hereof.     (2) Based on 1,010,611,161 shares of widespread inventory excellent as of May 27, 2022; additionally together with 21 shares of widespread inventory accessible upon the conversion of sure convertible loans, 2,294,394 shares of widespread inventory accessible upon the conversion of Series B Preferred inventory, 83,133,001 shares of widespread inventory underlying widespread inventory buy choices and 68,375,757 shares of widespread inventory underlying warrants.     (3) Includes 1 share of widespread inventory accessible upon the conversion of sure convertible loans valued at $4,875,000,000,000 per share for $240,000 of convertibles and $3,656,250,000,000 per share for $28,000 of convertibles, 1 share of widespread inventory underlying vested ten-year choices valued at $1,121,250,000 per share, 72,000 shares of widespread inventory underlying vested ten-year choices valued at $3.125 per share, 20,000 shares of widespread inventory underlying vested ten-year choices valued at $2.85 per share, 20,000 shares of widespread inventory underlying vested ten-year choices valued at $2.05 per share, 10,000,000 shares of widespread inventory underlying vested ten-year choices valued at $0.0375 per share and 10,000,000 shares of widespread inventory underlying vested ten-year choices valued at $0.005 per share. Mark L. Kay, together with Ramarao Pemmaraju and George Waller every maintain one share of Series A Preferred Shares which, collectively, enable the holders to vote as much as 80% of the issued and excellent shares of widespread and most popular inventory; Mark Kay, together with Ramarao Pemmaraju and George Waller have irrevocably waived any conversion rights.         (4) Includes 1 share of widespread inventory accessible upon the conversion of sure convertible loans valued at $4,875,000,000,000 per share for $25,000 of convertibles and $3,656,250,000,000 per share for $5,000 of convertibles, 2 shares of widespread inventory underlying vested ten-year choices valued at $1,121,250,000 per share, 116,000 shares of widespread inventory underlying vested ten-year choices valued at $3.125 per share, 30,000 shares of widespread inventory underlying vested ten-year choices valued at $2.85 per share, 30,000 shares of widespread inventory underlying vested ten-year choices valued at $2.05 per share and 15,000,000 shares of widespread inventory underlying vested ten-year choices valued at $0.0375 per share. Of the entire shares, 64,002 shares, consisting of 1 share of widespread inventory accessible upon the conversion of sure convertible loans valued at $4,875,000,000,000 per share for $25,000 of convertibles and $3,656,250,000,000 per share for $5,000 of convertibles, 1 share of widespread inventory underlying vested ten-year choices valued at $1,121,250,000 per share, 44,000 shares of widespread inventory underlying vested ten-year choices valued at $3.125 per share, 10,000 shares of widespread inventory underlying vested ten-year choices valued at $2.85 per share, 10,000 shares of widespread inventory underlying vested ten-year choices valued at $2.05 per share and 5,000,000 shares of widespread inventory underlying vested ten-year choices valued at $0.0375 per share are within the title of Sunita Pemmaraju who’s a member of the family of Ramarao Pemmaraju. Mark L. Kay, together with Ramarao Pemmaraju and George Waller every maintain one share of Series A Preferred Shares which, collectively, enable the holders to vote as much as 80% of the issued and excellent shares of widespread inventory; Mark Kay, together with Ramarao Pemmaraju and George Waller have irrevocably waived any conversion rights.     (5) Excludes shares owned by NetLabs.com, Inc. which is managed by Ramarao Pemmaraju and one other particular person.     (6) Includes 1 share listed within the title of Katherine LaRosa who’s a member of the family of George Waller.       (7) Includes 1 share of widespread inventory underlying vested ten-year choices valued at $1,121,250,000 per share, 72,000 shares of widespread inventory underlying vested ten-year choices valued at $3.125 per share, 20,000 shares of widespread inventory underlying vested ten-year choices valued at $2.85 per share, 20,000 shares of widespread inventory underlying vested ten-year choices valued at $2.05 per share and 10,000,000 shares of widespread inventory underlying vested ten-year choices valued at $0.0375 per share. Mark Kay, together with Ramarao Pemmaraju and George Waller every maintain one share of Series A Preferred Shares which, collectively, enable the holders to vote as much as 80% of the issued and excellent shares of widespread inventory; Mark Kay, together with Ramarao Pemmaraju and George Waller have irrevocably waived any conversion rights.     (8) Includes 2 shares of widespread inventory accessible upon the conversion of sure convertible loans valued at $4,875,000,000,000 per share for $265,000 of convertibles and $3,656,250,000,000 per share for $33,000 of convertibles, 4 shares of widespread inventory underlying vested ten-year choices valued at $1,121,250,000 per share, 260,000 shares of widespread inventory underlying vested ten-year choices valued at $3.125 per share, 70,000 shares of widespread inventory underlying vested ten-year choices valued at $2.85 per share, 70,000 shares of widespread inventory underlying vested ten-year choices valued at $2.05 per share, 35,000,000 shares of widespread inventory underlying vested ten-year choices valued at $0.0375 per share and 10,000,000 shares of widespread inventory underlying vested ten-year choices valued at $0.005 per share. Excludes the Series A Preferred Shares: Mark L. Kay, together with Ramarao Pemmaraju and George Waller, every maintain one share of Series A Preferred Shares which, collectively, enable the holders to vote as much as 80% of the issued and excellent shares of widespread inventory; Mark Kay, together with Ramarao Pemmaraju and George Waller, have irrevocably waived any conversion rights.         (9) Ramarao Pemmaraju controls NetLabs.com, Inc. together with one other particular person.     (10) Includes 1 share of widespread inventory underlying vested ten-year choices valued at $975,000,000 per share.     (11) Mark Kay, together with Ramarao Pemmaraju and George Waller maintain 3 shares of most popular inventory. The Series A Preferred Stock collectively has voting rights equal to eighty % of the entire present issued and excellent shares of widespread inventory.   DESCRIPTION OF SECURITIES   Equity Incentive Plan Information   The following desk units forth as of December 31, 2021, the entire variety of shares of our widespread inventory which can be issued upon the train of excellent inventory choices and different rights beneath compensation plans accepted by the shareholders, and beneath compensation plans not accepted by the shareholders. The desk additionally units forth the weighted common buy value per share of the shares topic to these choices, and the variety of shares accessible for future issuance beneath these plans.   Plan Category   Number of securities to be issued upon train of excellent choices     Weighted-average train value of excellent choices     Number of securities remaining accessible for future issuance beneath fairness compensation plans (excluding securities mirrored in column (a))   Equity compensation plans accepted by safety holders     20,236,826     $ 0.0274       379,763,174   Equity compensation plans not accepted by safety holders     N/A     $ N/A       N/A   Total     20,236,826     $ 0.0274       379,763,174       2012 Stock Option Plan   In November 2012, the stockholders accepted the 2012 Stock Option Plan for our workers, efficient January 3, 2013. The variety of shares approved for issuance beneath the plan was 100,000,000.   The variety of shares approved for issuance beneath the Incentive Plan was elevated to 200,000,000 in September 2016 by unanimous consent of the Board of Directors.   The variety of shares approved for issuance beneath the Incentive Plan was elevated to 400,000,000 in November 2017 by unanimous consent of the Board of Directors.   In December 2020, we awarded choices to buy 57,500,000 shares of our widespread inventory to our administration staff and workers, exercisable at $0.005 per share, expiring ten (10) years from the date of grant and vesting over a six-month interval.   In February 2021, 12,250,000 unvested choices granted in fiscal 2020 had been modified and such choices turned absolutely vested. Pursuant to present accounting tips, we remeasured the honest worth of those choices and decided their honest worth to be $3,675,000 and was recorded as inventory compensation expense. We additionally recorded further inventory compensation expense of $2,712,000 to account for choices granted within the prior 12 months that vested. In addition, we additionally issued 17,208,335 shares of the Company’s widespread inventory upon cashless train of 17,500,000 choices.   In July 2021, we issued 13,557,693 shares of the Company’s widespread inventory upon cashless train of 15,000,000 choices.   In September 2021, we issued 9,189,627 shares of the Company’s widespread inventory upon cashless train of 10,000,000 choices.   In October 2021, we awarded choices to buy 2,500,000 shares of our widespread inventory to our administration staff and workers, exercisable at $0.005 per share, expiring ten (10) years from the date of grant and vesting over a six-month interval.   In December 2021, we awarded choices to buy 65,000,000 shares of our widespread inventory to our administration staff and workers, exercisable at $0.0375 per share, expiring ten (10) years from the date of grant and vesting over a six-month interval.   The 2012 Stock Option Plan will terminate on October 5, 2022, the ten-year anniversary of its efficient date (ratified by the shareholders on November 16, 2012). However, awards granted earlier than the termination of the 2012 Stock Option Plan could prolong past that date in accordance with their phrases. The Board of Directors intend to approve a 2022 Stock Option Plan and can look to have the shareholders ratify the brand new 2022 Stock Option Plan, in no matter type, within the subsequent annual assembly following its approval by the Board of Directors..   General   Common Stock   The shares of our widespread inventory presently excellent, and any shares of our widespread inventory points upon train of inventory choices and/or widespread inventory buy warrants, might be absolutely paid and non-assessable. Each holder of widespread inventory is entitled to 1 vote for every share owned on all issues voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the occasion we liquidate, dissolve or wind-up our operations, the holders of the widespread inventory are entitled to share equally and ratably in our property, if any, remaining after the cost of all our money owed and liabilities and the liquidation choice of any shares of most popular inventory that will then be excellent. The widespread inventory has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions. Since the holders of widespread inventory do not need cumulative voting rights, holders of greater than 50% of the excellent shares can elect all of our Directors, and the holders of the remaining shares by themselves can not elect any Directors. Holders of widespread inventory are entitled to obtain dividends, if and when declared by the Board of Directors, out of funds legally accessible for such objective, topic to the dividend and liquidation rights of any most popular inventory that will then be excellent.     In April 2020, a rise of the approved shares of the Company’s widespread inventory from twelve billion (12,000,000,000) to seventeen billion (17,000,000,000), $0.0001 par worth, was ratified, efficient upon the submitting of an modification to our Certificate of Incorporation with the Wyoming Secretary of State. The modification was adopted in April 2020.   On April 13, 2020, our Board of Directors and the holders of a majority of the voting energy accepted a decision to effectuate a 500:1 Reverse Stock Split a decision for a Reduction in Authorized from seventeen billion (17,000,000,000) Common Stock down to 14 billion (14,000.000.000) Common Stock, $0.0001 par worth, of the Company. The modification was adopted in June 2020.   On November 13, 2020, the Company’s submitting of an Offering Circular on Form 1-A, pursuant to Regulation A (File Number: 024-11267) was certified by the Securities and Exchange Commission. The Company registered 668,449,198 shares of widespread inventory most proceeds of $2,315,000 (after deducting the utmost dealer low cost and prices of the providing).   In December 2020, a lower of the approved shares of the Company’s widespread inventory from fourteen billion (14,000,000,000) to 4 billion (4,000,000,000), $0.0001 par worth, was ratified, efficient upon the submitting of an modification to our Certificate of Incorporation with the Wyoming Secretary of State. The modification was adopted in December 2020.   Preferred Stock   On October 21, 2010, the Company amended its Articles of Incorporation in New Jersey to authorize 10,000,000 shares of most popular inventory, par worth $0.10. The designations, rights, and preferences of such most popular inventory are to be decided by the Board of Directors. On November 15, 2010, the Company modified its domicile from the State of New Jersey to the State of Wyoming.   In addition to the ten,000,000 shares of most popular inventory approved on October 21, 2010, on January 10, 2011, 100 shares of most popular inventory had been designated as Series A Preferred Stock and 100,000,000 shares had been designated as Series B Preferred Stock. The bylaws beneath the Wyoming Incorporation had been amended to replicate the rights and preferences of every further new designation.   The Series A Preferred Stock collectively has voting rights equal to eighty % of the entire present issued and excellent shares of widespread inventory. If at the very least one share of Series A Preferred Stock is excellent, the combination shares of Series A Preferred Stock shall have voting rights equal to the variety of shares of widespread inventory equal to 4 instances the sum of the entire variety of shares of widespread inventory issued and excellent, plus the variety of shares of Series B Preferred Stock (or different designated most popular inventory) that are issued and excellent.   The Series B Preferred Stock has preferential liquidation rights within the occasion of any liquidation, dissolution or winding up of the Company, such liquidation rights to be paid from the property of the Company not delegated to events with higher precedence at $1.00 per share or, within the occasion an mixture subscription by a single subscriber of the Series B Preferred Stock is bigger than $100,000,000, $0.997 per share. The Series B Preferred Stock shall be convertible to plenty of shares of widespread inventory equal to the worth of the Series B Preferred Stock divided by the par worth of the Series B Preferred Stock. The choice to convert the shares of Series B Preferred Stock will not be exercised till three months following the issuance of the Series B Preferred Stock to the recipient shareholder. The Series B Preferred Stock shall have ten votes on issues introduced to the shareholders of the Company for one share of Series B Preferred Stock held. The preliminary value of the Series B Preferred Stock shall be $2.50, (topic to adjustment by the Company’s Board of Directors) till such time, if ever, the Series B Preferred Stock are listed on a secondary and/or public trade.   In February 2014, the Company’s Board of Directors amended the conversion function of the Series B Preferred Stock, to allow conversion to widespread shares at a 40% market low cost to present market worth on the time the Company receives a conversion request. Current market worth is outlined as the common of the instantly prior 5 buying and selling day’s closing costs. Additionally, when Series B Preferred Stock shares convert to the Company’s widespread inventory, the minimal value low cost ground degree is about at $0.005, as determined by the Company’s Board of Directors.     Series A Preferred Stock   In 2011, the Company issued three shares of non-convertible Series A Preferred Stock valued at $329,000 per share, or $987,000 in mixture to 3 members of the administration staff. The Series A Preferred Stock are convertible into 4 instances the entire variety of widespread shares plus the entire variety of shares of Series B most popular inventory issued and excellent on the time of conversion and have voting rights equal to eighty % of the entire issued and excellent shares of the Company’s widespread inventory. This successfully supplied the administration staff, upon retention of their Series A Preferred Stock, voting management on issues introduced to the shareholders of the Company. The shareholders of the Series A Preferred Stock have every irrevocably waived their conversion rights referring to the Series A Preferred Stock issued.   Series B Preferred Stock   The Series B Preferred Stock has preferential liquidation rights within the occasion of any liquidation, dissolution or winding up of the Company, such liquidation rights to be paid from the property of the Company not delegated to events with higher precedence at $1.00 per share or, within the occasion an mixture subscription by a single subscriber of the Series B Preferred Stock is bigger than $100,000,000, $0.997 per share. The Series B Preferred Stock shall be convertible to plenty of shares of widespread inventory equal to the worth of the Series B Preferred Stock divided by the par worth of the Series B Preferred Stock. The choice to convert the shares of Series B Preferred Stock will not be exercised till three months following the issuance of the Series B Preferred Stock to the recipient shareholder. The Series B Preferred Stock shall have ten votes on issues introduced to the shareholders of the Company for one share of Series B Preferred Stock held. The preliminary value of the Series B Preferred Stock shall be $2.50, (topic to adjustment by the Company’s Board of Directors) till such time, if ever, the Series B Preferred Stock are listed on a secondary and/or public trade.   As of December 31, 2021, there have been 36,667 shares of Series B Preferred Stock issued and excellent, 20,000 of which convert to widespread shares at a 25% market low cost and 16,667 of which convert to widespread shares at a 30% market low cost.   In May 2022, a warrant holder agreed to extinguish a complete of 605,476 warrant shares, referring to warrant agreements dated November 21, 2019 and July 27, 2020, in trade for a one-time cost from the Company within the quantity of $165,000.   All of the above choices and gross sales, besides the afore-mentioned shares issued pursuant to a conversion of convertible notes, had been made in reliance upon the exemption from registration beneath Rule 506 of Regulation D promulgated beneath the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933, primarily based on the next: (a) the traders confirmed to us that they had been “accredited traders,” as outlined in Rule 501 of Regulation D promulgated beneath the Securities Act of 1933 and had such background, training and expertise in monetary and enterprise issues as to have the ability to consider the deserves and dangers of an funding within the securities; (b) there was no public providing or basic solicitation with respect to the providing; (c) the traders had been supplied with sure disclosure supplies and all different data requested with respect to our firm; (d) the place relevant, the traders acknowledged that every one securities being bought had been “restricted securities” for functions of the Securities Act of 1933, and agreed to switch such securities solely in a transaction registered beneath the Securities Act of 1933 or exempt from registration beneath the Securities Act; and (e) the place relevant, a legend was positioned on the certificates representing every such safety stating that it was restricted and will solely be transferred if subsequent registered beneath the Securities Act of 1933or transferred in a transaction exempt from registration beneath the Securities Act of 1933.   Voting Rights    Each holder of Common Stock is entitled to 1 vote for every share of Common Stock held on all issues submitted to a vote of stockholders.   The three shares of the issued and excellent shares of the Series A most popular inventory have voting rights equal to eighty % of the entire issued and excellent shares of our widespread inventory.   Dividends    Subject to preferences which may be relevant to any then-outstanding shares of Preferred Stock, if any, and another restrictions, holders of Common Stock are entitled to obtain ratably these dividends, if any, as could also be declared every now and then by our board of administrators out of legally accessible funds. We and our predecessors haven’t declared any dividends previously. Further, we don’t presently ponder that there might be any future cost of any dividends on Common Stock.     Amendment of our Bylaws   Our bylaws could also be adopted, amended or repealed by the affirmative vote of a majority of our excellent shares. Subject to relevant legislation, our bylaws additionally could also be adopted, amended or repealed by our Board of Directors.   Transfer Agent   Our switch agent is Worldwide Stock Transfer, LLC. Their tackle is One University Plaza, Suite 505, Hackensack, NJ 07601.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.   None of the next events has, since our date of incorporation, had any materials curiosity, direct or oblique, in any transaction with us or in any presently proposed transaction that has or will materially have an effect on us:   · Any of our administrators or officers, besides as described beneath;   ·  Any individual proposed as a nominee for election as a director;   ·  Any one that beneficially owns, straight or not directly, shares carrying greater than 5% of the voting rights connected to our excellent shares of widespread inventory;   ·  Any of our promoters;   ·  Any relative or partner of any of the foregoing individuals who has the identical home tackle as such individual.   BlockSafe Technologies, Inc.   BlockSafe Technologies, Inc. (“BlockSafe”) was fashioned on December 1, 2017 within the State of Wyoming. BlockSafe is within the enterprise of offering whole cyber safety options and is the licensee from our firm of our desktop anti-malware product referred to as “GuardedID®” and a certainly one of a form cellular utility referred to as “MobileTrust®”. BlockSafe is meant to be developed as an enterprise specializing in utilizing our licensed expertise within the subject of cryptocurrency and its use of blockchains. Small revenues have been generated to this point as BlockSafe continues to be within the developmental stage. There will be no assurances on the success of this venture or any profitability arising from BlockSafe.   As of December 31, 2021, no tokens have been developed or issued. There isn’t any assurance as as to whether, or at what quantity, or on what phrases, tokens might be accessible. Moreover, there will be no assurance how such expertise will operate, which may expose us to authorized and regulatory points. Cryptocurrency and its use of blockchains continues to be within the growth stage and receiving blended outcomes. The Securities and Exchange Commission has, in its dissemination of data to the general public, expressed that tokens within the United States can be handled as securities pursuant to the Howey Test. This customary has been adopted, in varied kinds, in quite a few different jurisdictions. The European Union and China are considering their very own type of cryptocurrency and Facebook Libra cryptocurrency just lately misplaced the help of PayPal (see https://www.independent.co.uk/topic/cryptocurrency, which article shouldn’t be included by reference to this submitting). On March 30, 2022, the Securities and Exchange Commission’s Division of Examinations introduced its 2022 examination priorities which included the assessment of the usage of crypto-assets as certainly one of its prime 5 priorities for assessment. This assessment and any regulatory guidelines and rules arising from this assessment could influence the BlockSafe enterprise. In addition, authorized and regulatory developments may render the expertise impermissible, which may have a cloth antagonistic impact on BlockSafe and us.   In June 2018, two members of our administration staff, George Waller, our Executive Vice President and Ramarao Pemmaraju, our Chief Technical Officer, had been appointed to BlockSafe to function the Chief Executive Officer and Chief Technical Officer, respectively. Additionally, our Chief Executive Officer of StrikeForce, Mark L. Kay, additionally an appointee to the Board of Directors of BlockSafe, was appointed as Chairman and President of BlockSafe.   BlockSafe is owned 49% by the Company and 31% by three government officers of the Company. BlockSafe meets the definition of a variable curiosity entity (“VIE”) and primarily based on the dedication that we’re the first beneficiary of BlockSafe, BlockSafe’s working outcomes, property and liabilities are consolidated by the Company. Intercompany balances and transactions have been eradicated in consolidation. At December 31, 2021, noncontrolling pursuits represents 51% of BlockSafe that we don’t straight personal. The Company and BlockSafe have a administration settlement pursuant to which BlockSafe shall remit a administration charge of $36,000 per thirty days to the Company, and when BlockSafe reaches a milestone of $1,000,000 in financing, an extra administration charge of $5,000,000 shall be owed to the Company, payable month-to-month over three years. The administration charge is presently eradicated in consolidation. At December 31, 2021 and 2020, the quantity of VIE money on the accompanying consolidated steadiness sheets can be utilized solely to settle obligations of BlockSafe, and the quantities of VIE accounts payable, VIE Notes Payable, VIE Accrued Interest, and VIE Financing Obligation don’t have any recourse to the overall credit score of the Company.     Cybersecurity Risk Solutions, LLC   On April 15, 2021, StrikeForce formally closed a Member Interest Purchase Agreement through which StrikeForce acquired your complete Member Interests of Cybersecurity Risk Solutions, LLC, a New Jersey restricted legal responsibility firm. In April 2021, we issued 500,000 shares of widespread inventory with a good worth of $36,000, for the acquisition of Cybersecurity Risk Solutions, LLC. At the date of acquisition, Cybersecurity Risk Solutions, LLC had nominal property and liabilities, no revenues and restricted working historical past. Furthermore, the Company additionally decided that the acquisition didn’t meet the requirement of a big acquisition pursuant to the rules of the Securities and Exchange Commission.   Cybersecurity Risk Solutions, LLC is a cybersecurity agency providing cyber, privateness & information safety providers together with a private cyber threat evaluation, the trade’s first cyber well being rating, report and customized motion plan, in addition to ongoing vulnerability scanning, hack monitoring and darkish net intelligence monitoring. For extra data, go to https://SecureCyberID.com (which web site is expressly not included on this submitting). Will Lynch, the prior sole member of Cybersecurity Risk Solutions, LLC was employed by StrikeForce because the Director of Channel Distribution and never as a Named Executive Officer. A Director of Channel Distribution develops, providers, and grows relationships with shoppers. Mr. Lynch has an annual wage of $100,000 and also will obtain 2% internet of all Channel gross sales. Mr. Lynch reviews to our Executive Vice President and Marketing Director.   RELATED PARTY CONVERTIBLE NOTES   In earlier years, the Company issued convertible notes to associated events/officers in trade for money and/or providers rendered. The notes are unsecured and had been due on December 31, 2021. As of December 31, 2020, the excellent steadiness of the notes payable amounted to $298,000.   During the 12 months ended December 31, 2021, notes payable aggregating $30,000 had been repaid. In addition, the remaining noteholder additionally agreed to increase the maturity date to December 31, 2022 with no modifications to the opposite phrases of the notes payable.   At December 31, 2020, accrued curiosity due for the convertible notes – associated events was $625,000. During the 12 months ended December 31, 2021, curiosity of $68,000 was accrued, and accrued curiosity of $64,000 was repaid. At December 31, 2021, accrued curiosity due for the convertible notes – associated events was $629,000.   RELATED PARTY PROMISSORY NOTES   Notes payable-related events notes signify notes payable to the Company’s Chief Executive Officer ranging in rates of interest of 0% every year to eight% every year. The notes are unsecured and have prolonged due dates of December 31, 2021. As of December 31, 2020, the excellent steadiness of the notes payable amounted to $952,000.   During the 12 months ended December 31, 2021, notes payable aggregating $259,000 had been repaid. In addition, the noteholder additionally agreed to vary the maturity date of notes payable issued in earlier years with an mixture steadiness of $693,000 to December 31, 2022 with no modifications to the opposite authentic time period of the notes payable.   At December 31, 2021, the steadiness of notes payable-related events totaled $693,000 that are all as a result of Company’s Chief Executive Officer.   At December 31, 2020, accrued curiosity due for the notes payable – associated events was $823,000. During the 12 months ended December 31, 2021, curiosity of $53,000 was accrued, accrued curiosity of $6,000 was repaid and accrued curiosity of $2,000 was written off. At December 31, 2021, accrued curiosity due for the notes payable – associated events was $868,000.   DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES     Wyoming company legislation supplies that:   · a company could indemnify any one that was or is a celebration or is threatened to be made a celebration to any threatened, pending or accomplished motion, go well with or continuing, whether or not civil, legal, administrative or investigative, besides an motion by or in the suitable of the company, by purpose of the truth that he’s or was a director, officer, worker or agent of the company, or is or was serving on the request of the company as a director, officer, worker or agent of one other company, partnership, three way partnership, belief or different enterprise, in opposition to bills, together with attorneys’ charges, judgments, fines and quantities paid in settlement truly and fairly incurred by him in reference to the motion, go well with or continuing if he acted in good religion and in a way which he moderately believed to be in or not against the very best pursuits of the company, and, with respect to any legal motion or continuing, had no affordable trigger to consider his conduct was illegal;     · a company could indemnify any one that was or is a celebration or is threatened to be made a celebration to any threatened, pending or accomplished motion or go well with by or in the suitable of the company to acquire a judgment in its favor by purpose of the truth that he’s or was a director, officer, worker or agent of the company, or is or was serving on the request of the company as a director, officer, worker or agent of one other company, partnership, three way partnership, belief or different enterprise in opposition to bills, together with quantities paid in settlement and attorneys’ charges truly and fairly incurred by him in reference to the protection or settlement of the motion or go well with if he acted in good religion and in a way which he moderately believed to be in or not against the very best pursuits of the company. Indemnification will not be made for any declare, challenge or matter as to which such an individual has been adjudged by a court docket of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the company or for quantities paid in settlement to the company, until and solely to the extent that the court docket through which the motion or go well with was introduced or different court docket of competent jurisdiction determines upon utility that in view of all of the circumstances of the case, the individual is pretty and fairly entitled to indemnity for such bills because the court docket deems correct; and     · to the extent {that a} director, officer, worker or agent of a company has been profitable on the deserves or in any other case in protection of any motion, go well with or continuing, or in protection of any declare, challenge or matter therein, the company shall indemnify him in opposition to bills, together with attorneys’ charges, truly and fairly incurred by him in reference to the protection.   Our articles of incorporation require us to indemnify our administrators and officers in opposition to all damages incurred in reference to our enterprise to the fullest extent supplied or allowed by legislation.   Our bylaws present that we’ll advance all bills incurred to any one that was or is a celebration or is threatened to be made a celebration to any threatened, pending or accomplished motion, suite or continuing, whether or not civil, legal, administrative or investigative, by purpose of the truth that he’s or was our director or officer, or is or was serving at our request as a director or government officer of one other firm, partnership, three way partnership, belief or different enterprise, previous to the ultimate disposition of the continuing, promptly following request. This development of bills is to be made upon receipt of an enterprise by or on behalf of such individual to repay mentioned quantities ought to or not it’s in the end decided that the individual was not entitled to be indemnified beneath our bylaws or in any other case.   Our bylaws additionally present that no advance shall be made by us to any officer in any motion, go well with or continuing, whether or not civil, legal, administrative or investigative, if a dedication in all fairness and promptly made: (a) by the board of administrators by a majority vote of a quorum consisting of administrators who weren’t events to the continuing; or (b) if such quorum shouldn’t be obtainable, or, even when obtainable, a quorum of disinterested administrators so directs, by impartial authorized counsel in a written opinion, that the info identified to the decision-making celebration on the time such dedication is made exhibit clearly and convincingly that such individual acted in unhealthy religion or in a way that such individual didn’t consider to be in or not against our greatest pursuits.   Insofar as indemnification for liabilities arising beneath the Securities Act could also be permitted to our administrators, officers or controlling individuals pursuant to the foregoing provisions, or in any other case, we’ve got been suggested that within the opinion of the Commission this indemnification is in opposition to public coverage as expressed within the Securities Act and is, due to this fact, unenforceable.     INFORMATION ON CONSENTING STOCKHOLDERS   Pursuant to the Company’s Bylaws and the Wyoming Articles of Incorporation, a vote by the holders of at the very least a majority of the excellent shares of the Company entitled to vote (the “Voting Shares”) is required to impact the motion described herein. The Company’s Articles of Incorporation doesn’t authorize cumulative voting for this matter. As of the Record Date, the Company had 1,010,611,161 issued and excellent shares of widespread inventory, 3 shares of Series A most popular shares and 36,667 Series B most popular shares, with a complete of 5,053,239,155voting shares (4,042,591,324 voting shares representing, for voting functions the Series A most popular shares which equate to 80% of the entire voting shares and is entitled to 1 vote per share). The consenting stockholders are the file and helpful homeowners of 4,042,591,324 shares of the Company’s most popular and customary inventory, which represents roughly 80% of the entire variety of Voting Shares. Pursuant to Section 17-16-724 of the Wyoming Statutes, the consenting stockholders voted in favor of the actions described herein in a written consent, dated December 16, 2020. No consideration was paid for the consent. The consenting stockholder’s names, affiliations with the Company and their helpful holdings are as follows:   Name   Affiliation   Voting  Shares    Percentage (4)                   Mark L. Kay (1)   Director, Officer and Stockholder         26.66 % Ram Pemmaraju (2)   Director, Officer and Stockholder         26.66 % George Waller (3)   Director, Officer and Stockholder         26.67 %                   TOTAL (4)             80 %     (1) Mr. Mark L. Kay is the Chief Executive Officer, Chairman of the Board of Directors and a director of the Company.   (2) Mr. Ram Pemmaraju is Chief Technical Officer, Secretary and a director of the Company.   (3) Mr. George Waller is Executive Vice President and a director of the Company.   (4) Based upon 1,010,611,161 issued and excellent shares of widespread inventory and three shares of Series A most popular shares and 36,667 Series B most popular shares (5,053,239,155, “Voting Shares” excellent as of December sixteenth, 2020). Includes shares of widespread inventory held by the consenting shareholders as the popular shares represented the voting majority of capital shares.   DELIVERY OF INFORMATION STATEMENT   To cut back the bills of delivering duplicate supplies to our stockholders, we’re profiting from householding guidelines that let us to ship just one Information Statement to stockholders who share the identical tackle until in any other case requested.   If you share an tackle with one other stockholder and have obtained just one Information Statement, it’s possible you’ll write or name us to request a separate copy without charge to you. For future mailings, it’s possible you’ll request separate supplies or, in case you are receiving a number of copies it’s possible you’ll request that we solely ship one set of supplies, by writing to us at StrikeForce Technologies, Inc., 1090 King Georges Post Road, Suite #603, Edison, NJ 08837.   WHERE YOU CAN FIND MORE INFORMATION   We file annual, quarterly and present reviews, proxy statements and different data with the SEC. You could learn or copy any doc we file on the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of this data may be obtained by mail from the SEC’s Public Reference Branch at 100 F Street, N.E., Washington, D.C. 20549. In addition, our filings with the SEC are additionally accessible to the general public on the SEC’s web web site at http://www.sec.gov.     INFORMATION INCORPORATED BY REFERENCE   The following paperwork are included herein by reference and are deemed to be a component hereof from the date of submitting of such paperwork:   Annual Report on Form 10-Ok for the fiscal 12 months ended December 31, 2021. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, September 30, 2021, June 30, 2021, and March 31, 2022 Reports on Form 8-Ok   All paperwork filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Information Statement and previous to the efficient date of the motion taken described herein.   Any assertion contained in a doc included or deemed to be included by reference herein shall be deemed to be modified or outdated for functions of this Information Statement to the extent {that a} assertion contained herein, or in another subsequently filed doc that is also, or is deemed to be, included by reference herein, modifies or supersedes such assertion. Any such assertion so modified or outdated shall not be deemed, besides as so modified or outdated, to represent part of this Information Statement.   This Information Statement incorporates, by reference, sure paperwork that aren’t introduced herein or delivered herewith. Copies of any such paperwork, apart from reveals to such paperwork which aren’t particularly included by reference herein, can be found with out cost to any individual, together with any stockholder, to whom this proxy assertion is delivered, upon written or oral request to our Secretary at our tackle and phone quantity set forth herein.   DISTRIBUTION OF INFORMATION STATEMENT   The value of distributing this Information Statement has been borne by us and sure shareholders that consented to the motion taken herein. The distribution might be made by mail.   Pursuant to the necessities of the Exchange Act of 1934, as amended, the Registrant has duly brought on this Information Statement to be signed on its behalf by the undersigned hereunto approved.   STRIKEFORCE TECHNOLOGIES, INC.           By /s/ Mark L Kay     Mark L Kay, Chief Executive Officer     June twenty seventh, 2022      
Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In

https://www.streetinsider.com/SEC+Filings/Form+DEF+14C+Zerify%2C+Inc.+For%3A+Jun+27/20258085.html