StrikeForce Technologies Inc. - FORM 10-Q

Attached files

file	filename
EX-32.2 - CERTIFICATION - StrikeForce Technologies Inc.	sfor_ex322.htm
EX-32.1 - CERTIFICATION - StrikeForce Technologies Inc.	sfor_ex321.htm
EX-31.2 - CERTIFICATION - StrikeForce Technologies Inc.	sfor_ex312.htm
EX-31.1 - CERTIFICATION - StrikeForce Technologies Inc.	sfor_ex311.htm

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

	For the quarterly period ended June 30, 2020

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

	For the transition period from ____________ to ____________

STRIKEFORCE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its Charter)

WYOMING

000-55012

22-3827597

(State or other jurisdiction of

incorporation or organization)

(Commission

file number)

(I.R.S. Employer

Identification No.)

1090 King Georges Post Road, Suite 603

Edison, NJ 08837

(Address of Principal Executive Offices)

(732) 661-9641

(Issuer’s telephone number)

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

Title of each class		Name of each exchange on which registered
N/A		N/A

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

Title of

each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value

SFOR

OTC

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

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

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

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

Class		Outstanding at August 16, 2020
Common stock, $0.0001 par value		15,887,721

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

Class		Outstanding at August 16, 2020
Preferred stock, Series A, no par value		3

Class		Outstanding at August 16, 2020
Preferred stock, Series B, $0.10 par value		36,667

Transitional Small Business Disclosure Format Yes ☐ No ☒

Documents Incorporated By Reference

None

STRIKEFORCE TECHNOLOGIES, INC.

INDEX TO FORM 10-Q FILING

JUNE 30, 2020

TABLE OF CONTENTS

		Page Number

PART I	Financial Information

Item 1.	Financial Information	3

	Condensed Consolidated Balance Sheets at June 30, 2020 (unaudited) and December 31, 2019	3

	Condensed Consolidated Statements of Operations for the Three and Six months ended June 30, 2020 and 2019 (unaudited)	4

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six months ended June 30, 2020 and 2019 (unaudited)	5-6

	Condensed Consolidated Statements of Cash Flows for the Six months ended June 30, 2020 and 2019 (unaudited)	7

	Notes to the Condensed Consolidated Financial Statements for the Three and Six months ended June 30, 2020 and 2019 (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II	Other Information

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

SIGNATURES		30

EX-31.1	Management Certification

EX-32.1	Sarbanes-Oxley Act

Table of Contents

PART I

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

STRIKEFORCE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2020			December 31, 2019
	(Unaudited)
ASSETS
Current Assets:
Cash	$	122,068		$	74,648
Accounts receivable, net		20,151			19,686
Prepaid expenses		5,558			4,557

Total current assets		147,777			98,891

Property and equipment, net		2,791			5,448
Operating lease right-of-use asset		181,755			205,970
Other assets		15,348			16,376

Total Assets	$	347,671		$	326,685

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	1,254,955		$	1,115,995
Convertible notes payable (net of discount of $341,321 and $422,705, respectively; including $1,481,100 and $1,438,100 in default, respectively)		1,739,419			1,860,395
Convertible notes payable - related parties		298,000			355,500
Notes payable (including $2,142,538 and $2,113,824 in default, respectively)		2,365,684			2,237,484
Notes payable - related parties		752,513			742,513
Accrued interest (including $1,378,260 and $1,396,296 due to related parties, respectively)		4,962,132			4,842,215
Contingent payment obligation		1,500,000			1,500,000
Debt settlement obligation		288,000			-
Financing obligation		1,263,200			1,263,200
Operating lease liability, current portion		48,724			46,952
Derivative liabilities		984,000			1,516,435

Total current liabilities		15,453,627			15,480,689

Notes payable, long term portion		398,212			147,890
Operating lease liability, long term portion		137,275			162,289

Total Liabilities		15,992,114			15,790,868

Commitments and Contingencies

Stockholders' Deficit
Series A Preferred stock, no par value; 100 shares authorized; 3 shares issued and outstanding		987,000			987,000
Series B Preferred stock par value $0.10: 100,000,000 shares authorized; 36,667 shares issued and outstanding		3,667			3,667
Preferred stock series not designated par value $0.10: 10,000,000 shares authorized; none issued or outstanding		-			-
Common stock par value $0.0001: 14,000,000,000 shares authorized; 9,363,610 and 5,905,388 shares issued and outstanding, respectively		936			591
Additional paid-in capital		30,563,874			28,674,569
Accumulated deficit		(46,401,808	)		(44,352,595	)
Total StrikeForce Technologies, Inc. stockholders' deficit		(14,846,331	)		(14,686,768	)
Noncontrolling interest in consolidated subsidiary		(798,112	)		(777,415	)

Total Stockholders' Deficit		(15,644,443	)		(15,464,183	)

Total Liabilities and Stockholders' Deficit	$	347,671		$	326,685

See accompanying notes to the condensed consolidated financial statements

Table of Contents

STRIKEFORCE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended						For the Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenue	$	50,884		$	307,739		$	110,844		$	439,426

Operating expenses:
Cost of revenue		6,511			2,210			9,015			6,081
Compensation		166,569			197,393			331,218			370,912
Professional fees		193,596			115,487			336,110			286,040
Selling, general and administrative expenses		178,956			65,661			379,655			169,031
Research and development		123,750			123,750			247,500			250,212

Total operating expenses		669,382			504,501			1,303,498			1,082,276

Loss from operations		(618,498	)		(196,762	)		(1,192,654	)		(642,850	)

Other income (expense):
Interest expense (including $65,237 and $63,1560 to related parties, respectively)		(161,679	)		(121,213	)		(333,498	)		(246,242	)
Debt discount amortization		(188,112	)		(295,699	)		(407,962	)		(595,165	)
Private placement costs		-			(145,511	)		(103,500	)		(342,558	)
Change in fair value of derivative liabilities		13,000			(521,334	)		212,435			(681,710	)
Gain/(loss) on extinguishment of debt		(252,524	)		64,268			(287,376	)		(22,301	)
Other income		42,645			33,266			42,645			33,266

Other income (expense), net		(546,670	)		(986,223	)		(877,256	)		(1,854,710	)

Net loss		(1,165,168	)		(1,182,985	)		(2,069,910	)		(2,497,560	)

Net loss attributable to noncontrolling interest		12,093			66,589			20,697			178,378

Net loss attributable to StrikeForce Technologies, Inc.	$	(1,153,075	)	$	(1,116,396	)	$	(2,049,213	)	$	(2,319,182	)

Net loss per common share
-Basic and diluted	$	(0.15	)	$	(0.22	)	$	(0.29	)	$	(0.47	)

Weighted average common shares outstanding
-Basic and diluted		7,811,894			4,986,303			7,058,500			4,893,377

See accompanying notes to the condensed consolidated financial statements

Table of Contents

STRIKEFORCE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019 (Unaudited)

Three months ended June 30, 2020

	Series A Preferred stock, no par value				Series B Preferred stock, par value $0.10				Common stock, par value $0.0001				Additional Paid-in		Accumulated			Noncontrolling			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Deficit
Balance at April 1, 2020		3	$	987,000		36,667	$	3,667		6,751,909	$	677	$	29,758,210	$	(45,248,733	)	$	(786,019	)	$	(15,285,198	)

Fair value of common stock issued for services		-		-		-		-		98,865		9		19,999		-			-			20,008

Fair value of vested options		-		-		-		-		-		-		102,054		-			-			102,054

Warrants issued with convertible notes		-		-		-		-		-		-		-		-			-			-

Common stock issued upon conversion of notes and interest		-		-		-		-		2,068,377		206		585,655		-			-			585,861

Common stock issued upon conversion of debt settlement		-		-		-		-		444,459		44		97,956		-			-			98,000

Net loss		-		-		-		-		-		-		-		(1,153,075	)		(12,093	)		(1,165,168	)

Balance at June 30, 2020 (unaudited)		3	$	987,000		36,667	$	3,667		9,363,610	$	936	$	30,563,874	$	(46,401,808	)	$	(798,112	)	$	(15,644,443	)

Six months ended June 30, 2020

	Series A Preferred stock, no par value				Series B Preferred stock, par value $0.10				Common stock, par value $0.0001				Additional Paid-in		Accumulated			Noncontrolling			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Deficit
Balance at January 1, 2020		3	$	987,000		36,667	$	3,667		5,905,388	$	591	$	28,674,569	$	(44,352,595	)	$	(777,415	)	$	(15,464,183	)

Fair value of common stock issued for services		-		-		-		-		98,880		10		20,012		-			-			20,022

Fair value of vested options		-		-		-		-		-		-		216,426		-			-			216,426

Warrants issued with convertible notes		-		-		-		-		-		-		37,500		-			-			37,500

Common stock issued upon conversion of notes and interest		-		-		-		-		2,914,883		291		1,517,411		-			-			1,517,702

Common stock issued upon conversion of debt settlement		-		-		-		-		444,459		44		97,956		-			-			98,000

Net loss		-		-		-		-		-		-		-		(2,049,213	)		(20,697	)		(2,069,910	)

Balance at June 30, 2020 (unaudited)		3	$	987,000		36,667	$	3,667		9,363,610	$	936	$	30,563,874	$	(46,401,808	)	$	(798,112	)	$	(15,644,443	)

See accompanying notes to the condensed consolidated financial statements

Table of Contents

STRIKEFORCE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019 (Unaudited)

Three months ended June 30, 2019

	Series A Preferred stock, no par value				Series B Preferred stock, par value $0.10				Common stock, par value $0.0001				Additional Paid-in		Accumulated			Noncontrolling			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Deficit
Balance at April 1, 2019		3		987,000		36,667		3,667		4,894,399		489		27,167,476		(42,027,396	)		(667,259	)		(14,536,293	)

Fair value of common stock issued for services		-		-		-		-		15		1		26		-			-			27

Fair value of vested options		-		-		-		-		-		-		961		-			-			961

Common stock issued upon conversion of notes and interest		-		-		-		-		237,951		24		445,469		-			-			445,493

Net loss		-		-		-		-		-		-		-		(1,116,396	)		(66,589	)		(1,182,985	)

Balance at June 30, 2019 (Unaudited)		3	$	987,000		36,667	$	3,667		5,132,365	$	514	$	27,613,932	$	(43,143,792	)	$	(734,118	)	$	(15,272,797	)

Six months ended June 30, 2019


	Series A Preferred stock, no par value				Series B Preferred stock, par value $0.10				Common stock, par value $0.0001				Additional Paid-in		Accumulated			Noncontrolling			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Deficit
Balance at January 1, 2019		3		987,000		36,667		3,667		4,747,499		475		26,586,704		(40,824,610	)		(555,740	)		(13,802,504	)

Fair value of common stock issued for services		-		-		-		-		30		1		95		-			-			96

Fair value of vested options		-		-		-		-		-		-		1,912		-			-			1,912

Fair value of warrants issued with convertible notes		-		-		-		-		-		-		-		-			-			-

Common stock issued upon conversion of notes and interest		-		-		-		-		384,836		38		1,025,221		-			-			1,025,259

Net loss		-		-		-		-		-		-		-		(2,319,182	)		(178,378	)		(2,497,560	)

Balance at June 30, 2019 (Unaudited)		3	$	987,000		36,667	$	3,667		5,132,365	$	514	$	27,613,932	$	(43,143,792	)	$	(734,118	)	$	(15,272,797	)

See accompanying notes to the condensed consolidated financial statements

Table of Contents

STRIKEFORCE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Six Months Ended June 30, 2020			For the Six Months Ended June 30, 2019
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(2,069,910	)	$	(2,497,560	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,685			3,698
Amortization of discount on notes payable		407,962			595,165
Amortization of right-of-use asset		24,215			14,627
Fair value of common stock issued for services		20,022			96
Fair value of vested options		216,426			1,912
Change in fair value of derivative liabilities		(212,435	)		681,710
Private placement costs		103,500			342,558
Fair value of shares issued for interest expense		26,000			-
Loss on extinguishment of debt		287,376			22,301
Changes in operating assets and liabilities:
Accounts receivable		(465	)		(52,391	)
Prepaid expenses		(1,001	)		3,884
Accounts payable and accrued expenses		163,585			(30,522	)
Accrued interest		264,180			245,993
Operating lease liability		(23,242	)		(13,261	)
Net cash used in operating activities		(790,102	)		(681,790	)

Cash flows from financing activities:
Proceeds from convertible notes payable		471,000			578,000
Proceeds from notes payable		543,161			-
Proceeds from notes payable-related parties		10,000			-
Repayment of convertible note payable		(43,000	)		-
Repayment of notes payable		(143,639	)		(5,000	)
Proceeds from finance obligation		-			112,500
Net cash provided by financing activities		837,522			685,500

Net increase in cash		47,420			3,710

Cash at beginning of the period		74,648			86,160

Cash at end of the period	$	122,068		$	89,870

Supplemental disclosure of cash flow information:
Interest paid	$	50,918		$	-
Income tax paid	$	-		$	-

Supplemental disclosure of non-cash investing and financing transactions
Fair value of derivative upon issuance of convertible debt recorded as debt discount	$	471,000		$	578,000
Right-of-use assets obtained in exchange for operating lease obligations	$	-		$	214,272
Common stock issued for conversion of notes and accrued interest	$	1,517,702		$	1,025,259
Convertible note, accrued interest, and accounts payable assumed by debt settlement obligation	$	197,738		$	-
Common stock issued for payment of debt settlement obligation	$	98,000		$	-
Convertible note and accrued interest exchanged for common stock, net of discount	$	684,011		$	-
Notes payable and accrued interest exchanged for financing obligation	$	-		$	315,200
Warrants issued with convertible notes	$	37,500		$	-

See accompanying notes to the condensed consolidated financial statements

Table of Contents

StrikeForce Technologies, Inc.

Notes to the Condensed Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

(Unaudited)

Note 1 - Organization and Summary of Significant Accounting Policies

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

Basis of Presentation-Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2020. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2019 and notes thereto contained in the Annual Report on Form 10-K of the Company as filed with the SEC on May 1, 2020.

The consolidated financial statements include the accounts of the Company and its controlled subsidiary, BlockSafe Technologies, Inc. (“BST”). BST is owned 49% by the Company and 31% by three executive officers of the Company, which combined represents an 80% controlling interest in BST. Accordingly, BST is consolidated by the Company. Intercompany balances and transactions have been eliminated in consolidation. At June 30, 2020, noncontrolling interests represents 51% of BST that the Company does not directly own.

Reverse Stock Split

Effective June 25, 2020, the Company completed a 1:500 reverse stock split of the Company’s issued and outstanding shares of common stock and all fractional shares will be rounded up. All share and per share amounts in the accompanying financial statements have been adjusted retroactively to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented.

COVID-19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, customers, economies, and financial markets globally. It has also disrupted the normal operations of many businesses. This outbreak could decrease spending, adversely affect demand for the Company’s products, and harm the Company’s business and results of operations. In the quarter ended June 30, 2020, the Company believes the COVID-19 pandemic did impact its operating results as sales to customers in the second quarter were down 17% from the first quarter of the year. However, the Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity.

As of June 30, 2020, the Company has been following the recommendations of local health authorities to minimize exposure risk for its team members for the past several weeks, including the temporary closure of its corporate office and having team members work remotely. Most customers and vendors have transitioned to electronic submission of invoices and payments.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the six months ended June 30, 2020, the Company incurred a net loss of $2,069,910 and used cash in operating activities of $790,102 and at June 30, 2020, the Company had a stockholders’ deficit of $15,644,443. Also, at June 30, 2020, the Company is in default on notes payable and convertible notes payable in the aggregate amount of $3,623,638. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2019 financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Table of Contents

At June 30, 2020, the Company had cash on hand in the amount of $122,068. Subsequent to June 30, 2020, the Company issued three unsecured convertible promissory notes for proceeds of $159,500. Management estimates that the current funds on hand will be sufficient to continue operations through the next six months. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Use of Estimates

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

Revenue Recognition

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

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

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

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

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

	Three months ended
	June 30, 2020		June 30, 2019
Software	$	49,093	$	264,577
Service		1,791		43,162
Total revenue	$	50,884	$	307,739

	Six months ended
	June 30, 2020		June 30, 2019
Software	$	107,567	$	390,791
Service		3,277		48,635
Total revenue	$	110,844	$	439,426

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Fair Value of Financial Instruments

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

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

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

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

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

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

As of June 30, 2020 and December 31, 2019, the Company’s balance sheet includes Level 2 liabilities comprised of the fair value of embedded derivative liabilities of $984,000 and $1,516,435, respectively (see Note 9).

Derivative Financial Instruments

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

Stock-Based Compensation

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

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

Loss per Share

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

	Six months ended
	June 30, 2020		June 30, 2019
Options to purchase common stock		633,000		519,000
Warrants to purchase common stock		150,575		-
Convertible notes		8,031,979		355,709
Convertible Series B Preferred stock		387,984		33,651
Total		9,203,538		908,360

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Concentrations

For the six months ended June 30, 2020, sales to two customers comprised 71% and 14% of revenues, respectively. For the six months ended June 30, 2019, sales to three customers comprised 64%, 19% and 11% of revenues, respectively. At June 30, 2020, two customers comprised 49% and 32% of accounts receivable, respectively.

The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. At June 30, 2020, the Company did not have cash deposits that exceeded the federally insured limit of $250,000 per account. The Company believes that no significant concentration of credit risk exists with respect to its cash balances because of its assessment of the creditworthiness and financial viability of the financial institution.

Reclassification

In presenting the Company’s consolidated statements of operations for the three and six months ended June 30, 2019, the Company presented the loss on extinguishment of debt of ($271,356) and ($700,993), respectively, and a gain on extinguishment of related derivatives of $335,624 and $678,692, respectively, as two separate amounts. In presenting the Company’s consolidated statements of operations for the three and six months ended June 30, 2020, the Company has reclassified the two amounts into $64,268 and ($22,301), respectively, of gain/(loss) on extinguishment of debt in the accompanying consolidated statements of operations for the three and six months ended June 30, 2019. This reclassification has no effect on the results of operations, stockholders’ deficit, and cash flows previously reported.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting for its convertible debt instruments as they are not considered indexed to the Company’s own stock. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption.

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

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Note 2 - Convertible Notes Payable

Convertible notes payable consisted of the following:

	June 30, 2020			December 31, 2019
Secured
(a) DART/Citco Global, in default	$	542,588		$	542,588

Unsecured
(b) Convertible notes with fixed conversion prices, in default		895,512			895,512
(c) Convertible notes with adjustable conversion prices ($43,000 in default at June 30, 2020)		642,640			845,000
Total convertible notes principal outstanding		2,080,740			2,283,100
Debt discount		(341,321	)		(422,705	)
Convertible notes, net of discount	$	1,739,419		$	1,860,395

	(a)	At December 31, 2019 and June 30, 2020, convertible notes payables due to DART/Citco Global totaled $542,588. The notes are secured by all of the Company’s assets, were due in 2010, and are currently in default. Beginning in 2009, the note holder agreed to the forbearance of any interest on the notes payable to DART/Citco Global. The DART/Citco Global note payables are convertible into less than one share of the Company’s common stock based on a fixed conversion price adjusted for applicable reverse stock splits.

	(b)	At December 31, 2019 and June 30, 2020, convertible notes payable with fixed conversion prices totaled $895,512. The notes are unsecured, bear interest at 8% to 18% per annum, were due on various dates from March 2008 to March 2015, and are currently in default. The aggregate notes are convertible into less than one share of the Company’s common stock based on fixed conversion prices adjusted for applicable reverse stock splits. At December 31, 2019, the balance of the accrued interest on the fixed convertible notes was $1,154,095. During the six months ended June 30, 2020, interest of $37,463 was accrued. At June 30, 2020, the balance of accrued interest on the fixed convertible notes was $1,191,558.

	(c)	At December 31, 2019, there were $845,000 of convertible notes with adjustable conversion prices outstanding. During the six months ended June 30, 2020, convertible notes for $471,000 were issued, a convertible note for $43,000 was repaid, and convertible notes for $630,360 were converted into shares of the Company’s common stock (see discussions below). At June 30, 2020, the balance of the convertible notes with adjustable conversion prices was $642,640.

		During the six months ended June 30, 2020, the Company issued six convertible notes payable with adjustable conversion prices to four lenders for aggregate proceeds of $471,000, bearing interest at 8% to 10% per annum, unsecured, and maturing between October 2020 and March 2021. At the option of the holder, the notes are convertible into shares of common stock of the Company at a price per share discount of 58% to 62% of the market price of the Company’s common stock, as defined, for 15 to 25 days preceding a conversion notice. As a result, the Company determined that the conversion options of the convertible notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company determined that upon issuance of the convertible notes during the six months ended June 30, 2020, the initial fair value of the embedded conversion feature totaled $535,000 (see Note 9), of which $431,500 was recorded as debt discount to be amortized over the term of the related notes, and the remainder of $103,500 was recorded as private placement costs. In addition, one of the convertible notes issued during the six months ended June 30, 2020, was issued with warrants to purchase 50,000 shares of the Company’s common stock (see Note 11). The Company determined the relative fair value of the warrants was $37,500, which was recorded as debt discount to be amortized over the term of the related note. During the six months ended June 30, 2020, lenders elected to convert eleven notes totaling $630,360 plus interest of $53,650 (total of $684,010) into 2,914,883 shares of the Company’s common stock at conversion prices ranging from $0.06 to $0.95 per share. On the dates of conversion, the closing price of the Company’s common stock ranged from $0.15 to $1.65 per share for a total fair value of shares of $1,517,702. The Company followed the general extinguishment model to record the settlement of the debt. The liabilities for the debt and conversion feature totaled $1,392,589, and was made up of debt and accrued interest of $684,010, the related unamortized debt discount of ($144,422), and the derivative liability related to the conversion option of the debt, after final valuation, of $853,000. The shares issued were measured at their fair value of $1,517,702, and the difference of $125,114 was recorded as loss on extinguishment of debt. At December 31, 2019, the balance of unamortized discount on convertible notes with adjustable conversion features was $422,705. During the six months ended June 30, 2020, debt discount of $471,000 was recorded, debt discount amortization of $407,962 was recorded, and $144,422 of debt discount was removed related to debt that was converted. At June 30, 2020, the balance of the unamortized discount was $341,321.

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Note 3 - Convertible Notes Payable – Related Parties

At December 31, 2019, convertible notes payable - related parties totaled $355,500. During the six months ended June 30, 2020, two notes aggregating $57,500 held by the Company’s VP of Technology were extinguished as part of a debt settlement obligation transaction (see Note 8). At June 30, 2020, the balance of convertible notes payable-related parties totaled $298,000. The notes are made up of ten convertible note payables, are unsecured, and have extended due dates of December 31, 2020. Six notes totaling $268,000 are due to the Company’s Chief Executive Officer, at a compounded interest rate of 8% per annum; and four notes totaling $30,000 are due to the spouse of the Company’s Chief Technology Officer at a compounded interest rate of 8% per annum. The aggregate notes are convertible into less than one share of the Company’s common stock at fixed conversion prices adjusted for applicable reverse stock splits.

At December 31, 2019, accrued interest due for the convertible notes – related parties was $636,272. During the six months ended June 30, 2020, interest of $37,274 was accrued, and accrued interest of $82,212 due to the Company’s VP of Technology was extinguished as part of a debt settlement obligation transaction (see Note 8). At June 30, 2020, accrued interest due for the convertible notes – related parties was $591,334.

Note 4 - Notes Payable

Notes payable consisted of the following:

	June 30, 2020			December 31, 2019
Unsecured notes
(a) Notes payable-in default	$	1,638,824		$	1,638,824
(b) Notes payable issued by BST-in default		475,000			475,500
(c) Note payable-PPP loan		313,212			-
(d) Note payable-EID loan		150,000			-

Secured notes payable
(e) Notes payable ($28,714 in default at June 30, 2020)		186,860			271,550
Total notes payable principal outstanding		2,763,896			2,385,374
Less current portion of notes payable		(2,365,684	)		(2,237,484	)
Long term notes payable	$	398,212		$	147,890

	(a)	At December 31, 2019 and June 30, 2020, notes payable totaled $1,638,824. The notes bear interest at 8% to 14% per annum, are unsecured, and were due on various dates from December 2011 to July 2017 and are currently in default. At December 31, 2019, the balance of the accrued interest on the notes payable was $2,183,352. During the six months ended June 30, 2020, $83,798 of interest was accrued. At June 30, 2020, accrued interest on the promissory notes payable was $2,267,151.

	(b)	At December 31, 2019 and June 30, 2020, the Company’s consolidated subsidiary BST (see Note 1) had $475,500 of outstanding promissory notes. The notes bear interest at 8% per annum, are unsecured, matured through September 2019, and are currently in default. In conjunction with these notes, the Company recorded a related financing obligation (See Note 6). At December 31, 2019, the balance of the accrued interest on the notes payable-BST was $70,545. During the six months ended June 30, 2020, $18,948 of interest was accrued. At June 30, 2020, accrued interest on the notes payable-BST was $89,493.

	(c)	On April 7, 2020, the Company was granted a loan (the “PPP loan”) from Chase Bank in the aggregate amount of $313,212, pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The PPP loan agreement is dated April 7, 2020, matures on April 7, 2022, bears interest at a rate of 1% per annum, with the first six months of interest deferred, is payable monthly commencing on October 2020, and is unsecured and guaranteed by the U.S. Small Business Administration (“SBA”). The loan term may be extended to April 7, 2025, if mutually agreed to by the Company and lender. The Company applied ASC 470, Debt, to account for the PPP loan. The PPP loan may be prepaid at any time prior to maturity with no prepayment penalties. Funds from the PPP loan may only be used for qualifying expenses as described in the CARES Act, including qualifying payroll costs, qualifying group health care benefits, qualifying rent and debt obligations, and qualifying utilities. The Company intends to use the entire loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses. The Company intends to apply for forgiveness of the PPP loan with respect to these qualifying expenses, however, the Company cannot assure that such forgiveness of any portion of the PPP loan will occur. As for the potential loan forgiveness, once the PPP loan is, in part or wholly, forgiven and a legal release is received, the liability would be reduced by the amount forgiven and a gain on extinguishment would be recorded. The terms of the PPP loan provide for customary events of default including, among other things, payment defaults, breach of representations and warranties, and insolvency events. The Company was in compliance with the terms of the PPP loan as of June 30, 2020.

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	(d)	On May 15, 2020, the Company received a $150,000 loan (the “EID Loan”) from the SBA under the SBA’s Economic Injury Disaster Loan program. The EID Loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments of $0.7 per month are deferred for twelve months and commence in May 2021. The EID Loan may be prepaid at any time prior to maturity with no prepayment penalties. The proceeds from the EID Loan must be used for working capital. The EID Loan contains customary events of default and other provisions customary for a loan of this type. The Company was in compliance with the terms of the EID loan as of June 30, 2020.

	(e)	At December 31, 2019, secured notes payable totaled $271,550. During the six months ended June 30, 2020, the Company issued two notes payable aggregating $158,408, of which $79,949 was received through June 30, 2020. In addition, during the six months ended June 30, 2020, the Company made principal payments of $146,639 on the secured notes payable, and one secured note aggregating $21,000 was extinguished as part of a debt settlement obligation transaction (see Note 8). At June 30, 2020, the outstanding balance of the secured note payables was $186,860. The notes bear interest at 8% to 148% per annum, each agreement is secured by substantially all of the assets of the Company, and the notes mature through April 2021. During the six months ended June 30, 2020, $64,247 of interest was accrued, $40,850 of interest was paid on the secured note payables and $8,400 was extinguished as part of a debt settlement obligation transaction (see Note 8). Two notes for $28,714 were due in April 2020 and were not repaid in full when due. The Company and the note holders are in negotiations to extend the due dates of the loans.

Note 5 - Notes Payable – Related Parties

At December 31, 2019, the balance of notes payable-related parties totaled $742,513. During the six months ended June 30, 2020, the Company issued one note payable for $10,000 to its Chief Executive Officer. At June 30, 2020, the balance of notes payable-related parties totaled $752,513. The notes are made up of nineteen notes payable due to the Company’s Chief Executive Officer, are non-interesting bearing or bear interest at rates ranging from 8% per annum to 10% per annum, are unsecured, and are due on December 31, 2020.

At December 31, 2019, accrued interest due for the notes was $760,024. During the six months ended June 30, 2020, interest of $27,963 was accrued. At June 30, 2020, accrued interest due for the notes was $787,987.

Note 6 – Financing Obligation

At December 31, 2019 and June 30, 2020, the Company’s consolidated subsidiary, BST, had recorded a financing obligation of $1,263,000 to be paid in tokens, as defined. At June 30, 2020 and through the date of filing, BST has not developed or issued any tokens and there is no assurance as to whether, or at what amount, or on what terms, tokens will be available to be issued, if ever. At June 30, 2020, as the tokens do not exist, and any amounts received for tokens are not considered equity or revenue, management determined that 100% of the obligation of $1,263,200 is a liability to be settled by BST, through the issuance of tokens, or through other means if tokens are never issued.

Note 7 – Contingent Payment Obligation

On September 6, 2017, the Company entered into a litigation funding agreement with Therium Inc. (subsequently Therium Luxembourg) and VGL Capital, LLC (collectively the “Funders”). Under the agreement, the Company received $1,500,000 from the Funders to allow the Company to pursue patent enforcement actions against infringements of its patents (see Note 12). In exchange, the Funders are entitled to receive, after the payment of legal fees, the first $1,500,000 from the gross proceeds of any claims awarded, 10% of any additional claim proceeds until the Funders have received an additional $7,500,000, and 2.5% of any claim proceeds thereafter. The Funders shall be paid only in the event that the Company achieves recoveries of claim proceeds. At December 31, 2019 and June 30, 2020, the Company has reflected the $1,500,000 received from the Funders as a contingent payment obligation to be paid only if claim proceeds are recovered.

Note 8 – Debt Settlement Obligation

On May 13, 2020, the Company entered into a settlement agreement with Continuation Capital, Inc (“Continuation”). Continuation agreed to pay $197,738 owed to Company creditors, including $139,712 of convertible debt and accrued interest due to a related party (see Note 3), $29,400 of secured notes payable and accrued interest (see Note 4) and $28,626 of accounts payable. In exchange, the Company agreed to issue shares of its common stock to Continuation as consideration for the extinguishment of the debt, accrued interest, and accounts payables. The shares to be issued will be determined at a discount based on 45% of the lowest closing price of the Company common stock for the 30 trading days prior to the date of any issuance for payment. The Company determined that the settlement agreement with Continuation was a contract to settle debt with a variable number of shares based on a fixed monetary amount known at inception, and in accordance with ASC 480-10, the obligation was measured at fair value. The Company determined the fair value of the settlement obligation was $360,000 and recorded this as a liability. During the six months ended June 30, 2020, the Company issued 444,459 shares of its common stock to Continuation for the payment of $72,000 of the settlement obligation. At June 30, 2020, the balance of the debt settlement obligation liability was $288,000.

When the Company initially recorded the obligation, the difference between the $360,000 fair value and $197,738 of debt and accounts payables assumed by Continuation was recorded as a loss on extinguishment of debt of $162,262 The fair value of the 444,459 shares issued for payment of $72,000 of the settlement obligation was determined to be $98,000 based on the closing price of the shares on the date issued, and the difference of $26,000 was recorded as interest expense. As part of the transaction, the Company also issued 90,909 shares of common stock to Continuation as a fee. The fair value of the shares issued for fees was determined to be $18,182 and is included in general and administrative expenses.

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Note 9 – Derivative Financial Instruments

At June 30, 2020, the Company had convertible promissory notes outstanding that are convertible into shares of common stock of the Company at the option of the holders at price per share discounts ranging from 20% to 62% of the Company’s common stock market price, as defined in the note agreements. As the ultimate determination of shares to be issued upon conversion of these notes could exceed the current number of available authorized shares, the Company determined that the conversion features of the convertible notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities. Accordingly, the conversion features of the notes were separated from the host contracts (i.e. the notes) and characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

At December 31, 2019, the balance of the derivative liabilities was $1,516,435. During the six months ended June 30, 2020, the Company recorded additions of $535,000 related to the conversion features of notes issued during the period (see Note 3), and a decrease in fair value of derivatives of $212,435. In addition, the Company recorded a decrease in derivative liability of $855,000 related to derivative liabilities that were extinguished when the related convertible note payable was converted into shares of common stock (see Notes 3 and 11). At June 30, 2020, the balance of the derivative liabilities was $984,000.

At June 30, 2020, the fair value of the Company’s embedded derivatives were estimated using the Monte Carlo simulation model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the conversion features, and future dividends. The fair value of the embedded derivative was determined using the following assumptions:

	June 30, 2020			January 2020 to June 2020 (dates of inception)			December 31, 2019
Conversion feature:
Risk-free interest rate		0.16	%		0.11%-0.17	%		1.59	%
Expected volatility		166	%		152%-166	%		145%-155	%
Expected life (in years)		1 year			1 year			0.25 to 1 year
Expected dividend yield		-			-			-

Fair Value:
Conversion feature	$	984,000		$	535,000		$	1,516,435

The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected volatility is based on the historical volatility of the Company’s stock. The expected life of the conversion feature of the notes was based on the remaining terms of the related notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.

The following table sets forth a summary of the changes in the estimated fair value of our embedded derivative during the six months ended June 30, 2020 and 2019:

	Six months ended June 30, 2020			Six months ended June 30, 2019
Fair value at beginning of period	$	1,516,435		$	1,313,904
Recognition of derivative liabilities upon initial valuation		535,000			920,558
Extinguishment of derivative liabilities		(855,000	)		(678,692	)
Net change in the fair value of derivative liabilities		(212,435	)		681,710
Fair value at end of period	$	984,000		$	2,237,480

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Note 10 - Operating Lease

In January 2019, the Company entered into a noncancelable operating lease for its headquarters office requiring payments of $4,409 per month, payments increasing 3% each year, and ending on January 31, 2024. At June 30, 2020, the remaining lease term was 3.58 years. The Company does not have any other leases.

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

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

	Six months ended June 30, 2020			Six months ended June 30, 2019
Lease Cost
Operating lease cost (included in general and administration in the Company’s unaudited condensed statement of operations)	$	28,092		$	27,727

Other Information
Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2020	$	27,118		$	26,457
Weighted average remaining lease term – operating leases (in years)		3.6			4.6
Average discount rate – operating leases		10.0	%		10.0	%

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

	At June 30, 2020
Operating leases
Long-term right-of-use assets	$	181,755

Short-term operating lease liabilities	$	48,724
Long-term operating lease liabilities		137,275
Total operating lease liabilities	$	185,999

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

Year Ending	Operating Leases
2020 (remaining 6 months)	$	27,251
2021		56,000
2022		57,680
2023		59,410
2024		4,963
Total lease payments		205,304
Less: Imputed interest/present value discount		(19,305	)
Present value of lease liabilities	$	185,999

Lease expenses were $28,092 and $27,727 during the six months ended June 30, 2020 and 2019, respectively.

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Note 11 – Stockholders’ Deficit

Common Stock

During the six months ended June 30, 2020, the Company issued an aggregate of 3,458,678 shares of its common stock as follows:

	·	The Company issued 98,880 shares of its common stock for services, valued at $20,022.

	·	Convertible note holders converted $630,360 of principal and $54,650 of accrued interest into 2,914,883 shares of common stock at conversion prices ranging from $0.06 to $0.95 per share, with a total fair value of $1,517,702 (see Note 2).

	·	A funder converted a settlement liability of $72,000 into 444,459 shares of common stock at conversion prices ranging from $0.0825 to $0.11 per share, with a total fair value of $98,000 (see Note 8).

Warrants

In January 2020, in connection with the issuance of one convertible note that aggregated $75,000 (See Note 2), the Company issued warrants to purchase 50,000 shares of the Company’s common stock. The warrants were exercisable immediately, at an exercise price of $0.75 per share, and expire in 5 years. The warrants are classified within stockholders’ deficit, and the proceeds were allocated between the convertible note and warrants based on their relative fair value. The relative fair value of the warrants was determined to be $37,500 and was recorded as debt discount and additional paid-in-capital.

The table below summarizes the Company’s warrant activities for the six months ended June 30, 2020:

	Number of Warrant Shares		Exercise Price Range Per Share		Weighted Average Exercise Price

Balance, January 1, 2020		100,575	$	0.75-2.90	$	1.1185
Granted		50,000		0.75		0.75
Canceled/Expired		-		-		-
Exercised		-		-		-
Balance outstanding, June 30, 2020		150,575	$	0.75-2.90	$	0.996

Balance exercisable, June 30, 2020		150,575	$	0.75-2.90	$	0.996

At June 30, 2020, the intrinsic value of the warrants was $175,575.

The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2020:

		Warrants Outstanding and Exercisable
Range of Exercise Prices		Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price

$	0.75		133,333		5.00	$	0.75

$	2.90		17,242		5.00	$	2.90

$	0.75 - $2.90		150,575		5.00	$	0.996

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Note 12 - Stock-Based Compensation

At June 30, 2020, the Company had options exercisable into 633,000 shares of the Company’s common stock, with remaining estimated lives of approximately eight years. The options had been issued in 2017 and 2019 with a total fair value of approximately $475,000. The options have exercise prices generally ranging from $2.05 to $3.10 per share, and the fair value of the options is amortized over vesting terms which ranged from three to six months.

For the six months ended June 30, 2020 and 2019, the Company recognized compensation costs of $216,426 and $1,912, respectively, related to the fair value of vested options. At June 30, 2020, there was no unamortized fair value of options to be recognized as compensation in future periods.

The table below summarizes the Company’s stock option activities for the period January 1, 2020 to June 30, 2020:

	Number of Options Shares		Exercise Price Range Per Share		Weighted Average Exercise Price

Balance, January 1, 2020		633,000	$	2.05-3.125	$	2.93

Granted		-		-		-
Exercised		-		-		-
Expired		-		-		-
Balance outstanding, June 30, 2020		633,000	$	2.05-3.125	$	2.93
Balance exercisable, June 30, 2020		633,000	$	2.05-3.125	$	2.93

At June 30, 2020, the intrinsic value of outstanding options was zero.

The following table summarizes information concerning the Company’s stock options as of June 30, 2020:

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price

$	2.85		126,000		10.00	$	2.85		126,000		10.00	$	2.85
$	2.05		115,000		10.00	$	2.05		115,000		10.00	$	2.05
$	3.125		392,000		10.00	$	3.125		392,000		10.00	$	3.125
$	0.0041 - 975,000,000		633,000		10.00	$	2.93		633,000		10.00	$	2.93

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Note 13 - Commitments and Contingencies

Legal Proceedings

On June 20, 2016, we initiated additional patent litigation against three major competitors in the U.S. District Court for the District of New Jersey, for infringement of United States Patent No. 8,484,698. On March 14, 2017, one of the parties initiated an inter partes review (IPR) (a procedure for challenging the validity of a United States patent before the United States Patent and Trademark Office) against our second Patent No. 8,484,698. In October 2019, the litigation against the remaining two parties was dismissed. Management is currently considering its options regarding the remaining two parties.

On March 14, 2017, we initiated additional patent litigation against two major competitors in the U.S. District Court for the District of Massachusetts, for infringement of United States Patent Nos. 7,870,599, 8,484,698 and 8,713,701. Management is currently considering its options regarding the litigation.

On March 14, 2017, the Company initiated additional patent litigation against two major competitors in the U.S. District Court for the Eastern District of Virginia, for infringement of United States Patent Nos. 7,870,599, 8,484,698 and 8,713,701. On June 13, 2017, one of the competitors initiated a lawsuit against the Company in the U.S. District Court for the District of New Jersey for patent infringement (which the Company believe is without merit and will defend vigorously). This litigation is ongoing.

Asset Sale and Licensing Agreement

On August 24, 2015, the Company entered into an agreement with Cyber Safety, Inc., a New York corporation (“Cyber Safety”) for Cyber Safety to license, and retain an option to purchase, the patents and intellectual property related to the GuardedID® and MobileTrust® software. Cyber Safety had the option to buy the Company’s GuardedID® patent for $10,000,000 that expires on September 30, 2021. If the purchase price is not paid by September 30, 2021, it will increase to $11,000,000 and be due September 30, 2022. The Company anticipates, but cannot guarantee, Cyber Safety will complete the purchase by September 30, 2021. Cyber Safety also licensed the Malware Suite until September 30, 2020 and agreed to pay the Company 15% to 20% of the net amount Cyber Safety receives from this product. During the six months ended June 30, 2020 and 2019, the Company recorded revenue of $0 and $280,000, respectively, from Cyber Safety.

Note 14 – Subsequent Events

Subsequent to June 30, 2020, the Company issued three unsecured convertible promissory notes aggregating $159,500, bearing interest at 8% per annum, and maturing in twelve months through July 2021. At the option of the holder, the notes are convertible into shares of common stock of the Company at a price per share discount of 61% to 70% of the market price of the Company’s common stock, as defined, for 15 to 20 days preceding a conversion notice. In July 2020, in connection with the issuance of one convertible note that aggregated $25,000, the Company issued warrants to purchase 588,235 shares of the Company’s common stock. The warrants were exercisable immediately, at an exercise price of $0.085 per share, and expire in 5 years.

Subsequent to June 30, 2020, convertible notes aggregating $132,901 of principal and $7,618 of accrued interest were converted into 3,841,085 shares of common stock at conversion prices ranging from $0.0214 to $0.061938 per share.

Subsequent to June 30, 2020, the Company issued 2,680,000 shares of common stock with a fair value of approximately $250,000 to pay off approximately $137,000 of the debt settlement obligation.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

Such risks include, among others, the following: international, national and local general economic and market conditions: our ability to sustain, manage or forecast our growth; material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the implications and consequences of the COVID-19 pandemic on our business and on our clients’ business, the ability to attract and retain qualified personnel; rules and regulation related to cryptocurrency, both domestic and foreign; liquidity of cryptocurrency; the development of the cryptocurrency market; international regulations on cryptocurrency; impact and marketplace perception as a result of enforcement matters promulgated by the Securities and Exchange Commission against bad actors in the cryptocurrency field and policy papers by the Securities and Exchange Commission on cryptocurrency; the ability to protect technology; and other factors referenced in this filing.

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

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

Background

We are a software development and services company that offers a suite of integrated computer network security products using proprietary technology. Our ongoing strategy is developing and marketing our suite of network security products to the corporate, financial, healthcare, legal, government, technology, insurance, e-commerce and consumer sectors. We plan to continue to grow our business primarily through our expanding sales channel and internally generated sales, rather than by acquisitions. Apart from our 49% holding in BlockSafe Technologies, Inc., we have no other subsidiaries.

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In March 2020, the World Health Organization declared the spread of COVID-19 a pandemic. This outbreak continues to spread throughout the U.S. and around the world. As a result, authorities continue to implement numerous measures to try to contain the virus, including restrictions on travel, quarantines, shelter-in-place orders, business restrictions and complete shut-downs. We are not considered an “essential business” due to the industries and customers we serve. As of June 30, 2020, we have been following the recommendations of the CDC and state/local health authorities to minimize exposure risk for our team members for the past several months, including the temporary closure of our corporate office and having our team members work remotely. Most customers and vendors have transitioned to electronic submission of invoices and payments. The COVID-19 pandemic has resulted in longer response times from potential new customers and certain existing customers. We cannot anticipate the effect that the impairments caused by the COVID-19 pandemic will have on our fiscal 2020 results. We will continue to evaluate the nature and extent of COVID-19’s impact to our business, consolidated results of operations, financial condition and liquidity, and our results presented herein are not necessarily indicative of the results to be expected for future periods in 2020 or the full fiscal year.

Management believes that cyber security is a growing requirement as the pandemic continues, more people are working remotely as well as using digital forms on a regular basis. Consequently, the market demand, in our estimation, is increasing. However, our Company is also experiencing the impact of the pandemic. Currently our management is not working from our office location and this impairs our ability coordinate growth and impedes our ability to take advantage of the increasing market demand. Instead, like many businesses, we are focused in maintaining our business, in contrast to the prior business plan of continued growth. Most, if not all, of our business continues from home where it is difficult to operate under normal conditions. Many of our current clients also have experienced a dramatic slowdown in their business, limiting their ability to have the resources to pay for our services. We still produce revenues, we anticipate, but cannot guarantee, we will have the resources to advance our video conferencing tool that will we believe will provide authentication and encryption (using our products already built), for which we believe will have a great interest in the market. Currently, we have companies already interested in our beta that we will be starting in the fourth quarter of 2020.

Our executive office is located at 1090 King Georges Post Road, Suite 603, Edison, NJ 08837. Our telephone number is (732) 661-9641. We have 9 employees. Our Company’s website is www.strikeforcetech.com (we are not including the information contained in our website as part of, nor should the information be relied upon or incorporated by reference into, this report on Form 10-Q).

Results of Operations

FOR THE THREE MONTHS ENDED JUNE 30, 2020 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2019

Revenues for the three months ended June 30, 2020 were $51,000 compared to $308,000 for the three months ended June 30, 2019, a decrease of $257,000 or 83.4%. The decrease in revenues was primarily due to impairments caused by the COVID-19 pandemic that resulted in a decrease in our software and service revenues. Revenues are derived from software, key fobs and services.

Cost of revenues for the three months ended June 30, 2020 was $7,000 compared to $2,000 for the three months ended June 30, 2019, an increase of $5,000, or 250%. The increase resulted from the increased fees related to certain revenues. Cost of revenues as a percentage of total revenues for the three months ended June 30, 2020 was 12.8% compared to 0.8% for the three months ended June 30, 2019.

Research and development expenses for the three months ended June 30, 2020 were $124,000 compared to $124,000 for the three months ended June 30, 2019. The salaries, benefits and overhead costs of personnel conducting research and development of our software products primarily comprises our research and development expenses.

Compensation, professional fees, and selling, general and administrative (collectively, “SGA”) expenses for the three months ended June 30, 2020 were $539,000 compared to $379,000 for the three months ended June 30, 2019, an increase of $160,000 or 42.2%. The increase was due primarily to an increase in employee stock-based compensation and professional fees. SG&A expenses consist primarily of salaries, benefits and overhead costs for executive and administrative personnel, insurance, fees for professional services, including consulting, legal, and accounting fees, plus travel costs and non-cash stock compensation expense for the issuance of stock options to employees and other general corporate expenses.

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For the three months ended June 30, 2020, other expense was $547,000 as compared to other expense of $986,000 for the three months ended June 30, 2019, representing a decrease in other expense of $439,000, or 44.5%. The decrease was primarily due to increases in the change in the fair value of derivative liabilities and decreases in private placement costs and debt discount amortization, offset by an increase in the loss on extinguishment of debt.

Our net loss for the three months ended June 30, 2020 was $1,165,000 compared to $1,183,000 for the three months ended June 30, 2019, a decrease of $18,000, or 1.5%. The decrease was primarily due to increases in employee stock-based compensation and professional fees, the change in the fair value of derivative liabilities, and decreases in private placement costs and debt discount amortization, the decrease in revenues and an increase in the loss on extinguishment of debt.

FOR THE SIX MONTHS ENDED JUNE 30, 2020 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2019

Revenues for the six months ended June 30, 2020 were $111,000 compared to $439,000 for the six months ended June 30, 2019, a decrease of $328,000 or 74.7%. The decrease in revenues was primarily due to impairments caused by the COVID-19 pandemic that resulted in a decrease in our software and service revenues. Revenues are derived from software, key fobs and services.

Cost of revenues for the six months ended June 30, 2020 was $9,000 compared to $6,000 for the six months ended June 30, 2019, an increase of $3,000, or 50.0%. The increase resulted from the increased fees related to certain revenues. Cost of revenues as a percentage of total revenues for the six months ended June 30, 2020 was 8.1% compared to 2.9% for the six months ended June 30, 2019.

Research and development expenses for the six months ended June 30, 2020 were $248,000 compared to $250,000 for the six months ended June 30, 2019, a nominal decrease of $2,000 or 1.0%. The salaries, benefits and overhead costs of personnel conducting research and development of our software products primarily comprises our research and development expenses.

Compensation, professional fees, and selling, general and administrative (collectively, “SGA”) expenses for the six months ended June 30, 2020 were $1,047,000 compared to $826,000 for the six months ended June 30, 2019, an increase of $221,000 or 26.8%. The increase was due primarily to an increase in employee stock-based compensation and professional fees. SG&A expenses consist primarily of salaries, benefits and overhead costs for executive and administrative personnel, insurance, fees for professional services, including consulting, legal, and accounting fees, plus travel costs and non-cash stock compensation expense for the issuance of stock options to employees and other general corporate expenses.

For the six months ended June 30, 2020, other expense was $877,000 as compared to other expense of $1,855,000 for the six months ended June 30, 2019, representing a decrease in other expense of $978,000, or 52.7%. The decrease was primarily due to increases in the change in the fair value of derivative liabilities and decreases in private placement costs and debt discount amortization, offset by increases in interest expense and the loss on extinguishment of debt.

Our net loss for the six months ended June 30, 2020 was $2,070,000 compared to $2,498,000 for the six months ended June 30, 2019, a decrease of $428,000, or 17.1%. The decrease was primarily due to increases in employee stock-based compensation and professional fees, the change in the fair value of derivative liabilities, and decreases in private placement costs and debt discount amortization, the decrease in revenues and increases in interest expense and the loss on extinguishment of debt.

Liquidity and Capital Resources

Our total current assets at June 30, 2020 were $148,000, which included cash of $122,000, as compared with $99,000 in total current assets at December 31, 2019, which included cash of $75,000. Additionally, we had a stockholders’ deficit in the amount of $15,644,000 at June 30, 2020 compared to a stockholders’ deficit of $15,464,000 at December 31, 2019. We have historically incurred recurring losses and have financed our operations through loans, principally from affiliated parties such as our directors, and from the proceeds of debt and equity financing. We financed our operations during the six months ended June 30, 2020 primarily from the receipt of the SBA-Payroll Protection Program loan funds of $313,212 and the SBA-Economic Injury Disaster Loan funds of $150,000.

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Going Concern

We have yet to establish any history of profitable operations. During the six months ended June 30, 2020, the Company incurred a net loss of $2,070,000 and used cash in operating activities of $790,000, and at June 30, 2020, the Company had a stockholders’ deficit of $15,644,000. In addition, we are in default on notes payable and convertible notes payable in the aggregate amount of $3,624,000. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report published on our December 31, 2019 year-end financial statements, and Note 1 in our unaudited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability to raise additional funds and implement our business plan. Management is currently seeking additional funds, primarily through the issuance of debt and equity securities for cash to operate our business. Currently, management is also attempting to increase revenues and improve gross margins by a revised sales strategy. We are redirecting our sales focus from direct sales to domestic and international sales channel, where we are primarily selling through a channel of Distributors, Value Added Resellers, Strategic Partners and Original Equipment Manufacturers. While we believe in the viability of our strategy to increase revenues and in our ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to continually increase our customer base and realize increased revenues from recently signed contracts. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing.

Reverse Stock Split and Changes in Authorized Shares

In April 2020, our Board of Directors approved a 1:500 reverse stock split that was approved by stockholders controlling 80% of our common stock. The reverse stock split was effectuated on June 25, 2020 and all share and per share amounts on the accompanying financial statements are presented in post-split amounts as if the split occurred at the beginning of the earliest period presented.

In April 2020, an increase of our common stock from 12,000,000,000 to 17,000,000,000 shares was authorized.

In April 2020, a decrease of our common stock from 17,000,000,000 to 14,000,000,000 shares was authorized.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Use of Estimates

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Revenue Recognition

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

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

Share-Based Payments

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

Derivative Financial Instruments

Recently Issued Accounting Pronouncements

Refer to Note 1 in the accompanying condensed consolidated financial statements.

Additional Information

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

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

We carried out an evaluation, with the participation of our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (CFO) of the effectiveness our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of June 30, 2020. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are not effective at the reasonable assurance level due to the following material weaknesses:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us as of and for the interim period ended June 30, 2020. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

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

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

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

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

(b) Changes in Internal Control over Financial Reporting

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

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On March 14, 2017, we initiated additional patent litigation against two major competitors in the U.S. District Court for the Eastern District of Virginia, for infringement of United States Patent Nos. 7,870,599, 8,484,698 and 8,713,701. This litigation is ongoing. On June 13, 2017, one of the competitors initiated a lawsuit against us in the U.S. District Court for the District of New Jersey for patent infringement (which we believe is without merit and will defend vigorously). This litigation is ongoing.

On December 1, 2017, The United States District Court for the Central District of California issued an opinion in the StrikeForce Technologies, Inc. v. SecureAuth Corp. case, which invalidated claims of U.S. Patent Nos. 7,870,599, 8,484,698 and 8,713,701 under 35 U.S.C. §101. We strongly disagreed with the Court’s decision and an appeal was filed by our attorney in July 2019. In October 2019, the Supreme Court of the United States denied our petition for a writ of certiorari in StrikeForce Technologies, Inc. v. SecureAuth Corp (19-103). Thus, the claims asserted against SecureAuth in the Central District of California, case no. 2:17-cv-04314-JAK-SK, remain invalid under 35 U.S.C. 101. Our three patents contain a total of 108 claims, 43 claims were deemed invalid, however, 65 claims are still valid. Despite the Supreme Court’s decision, our Protect ID® products still retain patent protection and our management intends to further expand those protections with new patents in the coming months. In the meantime, we continue to monitor the Federal Courts because there are several cases (i.e. Berkheimer v. HP), whereby a decision for Berkheimer could change the appellate landscape for 101 motion cases. Additionally, U.S. Senators Thom Tillis (R-NC) and Chris Coons (D-DE), along with several other Senators have released a bipartisan, bicameral draft bill that would reform Section 101 of the Patent Act in a manner we believe would be beneficial to us. Management continue guarantee that any pending claims or legislation will result in favorable decisions.

On November 4, 2019, StrikeForce Technologies, Inc. v. DUO Security Inc., Civil Action No: 2-16-cv-03571-JMV-MF which was in the District of New Jersey, was dismissed with prejudice. Each party shall bear its/their own costs.

On November 5, 2019, StrikeForce Technologies, Inc. v. Centrify Corporation, Civil Action No. 2:16-cv-03574-JMV-MF which was in the District of New Jersey, was dismissed without prejudice. Each party shall bear its/their own costs.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this Item; however, the following risk factors supplement our “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission on May 1, 2020:

COVID-19.

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

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

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and could adversely affect our business, results of operations and financial condition. In addition, we applied for funding pursuant to the Small Business Administration program. The Paycheck Protection Program provides forgivable funding for payroll and related costs as well as some non-payroll costs. We applied for funding and, to date, have received (on April 17, 2020) funding in the amount of $313,212. No assurances can be provided as to the adequacy of the funds received for ongoing operations in 2020 or if additional funding will be subsequently available.

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

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

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

ITEM 2. RECENT ISSUANCES OF UNREGISTERED SECURITIES

In April 2020, two convertible note holders converted $55,120 of principal and $6,401 of accrued interest into 371,474 shares of common stock at conversion prices ranging from $0.12 to $0.21 per share, as adjusted by our 1:500 reverse stock split adopted on June 25, 2020.

In May 2020, three convertible note holders converted $50,880 of principal and $11,443 of accrued interest into 578,641 shares of common stock at conversion prices ranging from $0.06 to $0.18 per share, as adjusted by our 1:500 reverse stock split adopted on June 25, 2020.

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In May 2020, we issued a total of 90,909 shares of restricted common stock, as adjusted by our 1:500 reverse stock split adopted on June 25, 2020, to a funder, as a fee, upon execution of an agreement for the settlement of certain debt and trade payables in exchange for shares of the Company’s common stock.

In June 2020, two convertible note holders converted $76,800 of principal and $5,844 of accrued interest into 1,118,262 shares of common stock at conversion prices ranging from $0.06 to $0.09 per share, as adjusted by our 1:500 reverse stock split adopted on June 25, 2020.

In June 2020, the funder from the May 2020 settlement agreement processed conversions for 2,680,000 shares of our common stock at conversion prices ranging from $0.022 to $0.054945 per share, as adjusted by our 1:500 reverse stock split adopted on June 25, 2020.

In June 2020, we issued a total of 7,500 shares of restricted common stock, valued at $328, relating to a December 2009 retainer agreement with our SEC attorney.

In June 2020, our transfer agent issued 456 shares of our common stock, as rounding shares related to our 1:500 reverse stock split of our issued and outstanding shares of common stock, that was adopted on June 25, 2020.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

At June 30, 2020, the Company is in default on notes payable and convertible notes payable in the aggregate amount of $3,590,000. We have not made various principal and interest payments on many of our debt obligations. We continue to seek work-out arrangements and applicable refinancing with new or revised debt or equity instruments. See Notes 2 and 4 to the condensed consolidated financial statements.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation of StrikeForce Technologies, Inc.(1)
3.2		By-laws of StrikeForce Technologies, Inc. (1)
3.3		Amended By-laws of StrikeForce Technologies, Inc. (2)
3.4		Amended By-laws of StrikeForce Technologies, Inc. (3)
3.5		Articles of Amendment of StrikeForce Technologies, Inc. (2)
3.6		Amendments to Articles of Incorporation (6)
3.7		Amendments to Articles of Incorporation (7)
3.8		Registration of Classes of Securities (8)
3.9		Amendments to Articles of Incorporation (9)
3.10		Registration of Classes of Securities (10)
3.11		Amendments to Articles of Incorporation (11)
3.12		Registration of Classes of Securities (12)
3.13		Amendments to Articles of Incorporation (13)
3.14		Amendments to Articles of Incorporation (14)
3.15		Amendments to Articles of Incorporation (15)
3.16		Amendments to Articles of Incorporation (16)
3.17		Amendments to Articles of Incorporation (17)
3.18		Amendments to Articles of Incorporation (18)
3.19		Amendments to Articles of Incorporation (22)
10.1		Employment Agreement dated as of May 20, 2003, by and between StrikeForce Technologies, Inc. and Mark L. Kay (1)
10.2		Irrevocable Waiver of Conversion Rights of Mark L. Kay (4)
10.3		Irrevocable Waiver of Conversion Rights of Ramarao Pemmaraju (4)
10.4		Irrevocable Waiver of Conversion Rights of George Waller (4)
10.5		CFO Consultant Agreement with Philip E. Blocker (4)
10.6		2012 Stock Option Plan (5)
10.7		Asset Purchase Agreement between StrikeForce Technologies, Inc. and Cyber Safety, Inc., dated August 24, 2015 (18)
10.8		Amendment to the Asset Purchase Agreement and Distributor and Reseller Agreement between StrikeForce Technologies, Inc. and Cyber Safety, Inc. (19)
10.9		Execution of Litigation Funding Agreement (20)
10.10		BlockSafe Technologies, Inc. Intellectual Property License Agreement (21)
10.11		BlockSafe Technologies, Inc. Management Agreement (21)
10.12		BlockSafe Technologies, Inc. Amended Management Agreement (21)
31.1		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (23)
31.2		Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (23)
32.1		Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (23)
32.2		Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (23)

_______________

(1)	Filed as an exhibit to the Registrant’s Form SB-2 dated as of May 11, 2005 and incorporated herein by reference.
(2)	Filed as an exhibit to the Registrant’s Form 8-K dated February 4, 2011 and incorporated herein by reference.
(3)	Filed as an exhibit to the Registrant’s Form 10-Q dated December 13, 2010 and incorporated herein by reference.
(4)	Filed as an exhibit to the Registrant’s Form S-1/A dated July 31, 2012 and incorporated herein by reference.
(5)	Filed in conjunction with the Registrant’s Form 14A filed October 5, 2012 and incorporated herein by reference.
(6)	Filed as an exhibit to the Registrant’s Form 8-K dated February 5, 2013 and incorporated herein by reference.
(7)	Filed as an exhibit to the Registrant’s Form 8-K dated May 14, 2013 and incorporated herein by reference.
(8)	Filed as an exhibit to the Registrant’s Form 8-A dated July 29, 2013 and incorporated herein by reference.
(9)	Filed as an exhibit to the Registrant’s Form 8-K dated August 22, 2013 and incorporated herein by reference.
(10)	Filed as an exhibit to the Registrant’s Form 8-A dated October 3, 2013 and incorporated herein by reference.
(11)	Filed as an exhibit to the Registrant’s Form 8-K dated October 3, 2013 and incorporated herein by reference.
(12)	Filed as an exhibit to the Registrant’s Form 8-A dated December 31, 2013 and incorporated herein by reference.
(13)	Filed as an exhibit to the Registrant’s Form 8-K dated December 31, 2013 and incorporated herein by reference.
(14)	Filed as an exhibit to the Registrant’s Form 8-K dated March 18, 2014 and incorporated herein by reference.
(15)	Filed as an exhibit to the Registrant’s Form 8-K dated December 22, 2014 and incorporated herein by reference.
(16)	Filed as an exhibit to the Registrant’s Form 8-K dated February 13, 2015 and incorporated herein by reference.
(17)	Filed as an exhibit to the Registrant’s Form 8-K dated August 4, 2015 and incorporated herein by reference.
(18)	Filed as an exhibit to the Registrant’s Form 8-K dated July 16, 2019 and incorporated herein by reference.
(19)	Filed as an exhibit to the Registrant’s Form 8-K dated February 2, 2016 and incorporated herein by reference.
(20)	Filed as an exhibit to the Registrant’s Form 8-K dated September 11, 2017 and incorporated herein by reference.
(21)	Filed as an exhibit to the Registrant’s Form 10-Q dated June 30, 2018 and incorporated herein by reference.
(22)	Filed as an exhibit to the Registrant’s Form 8-K dated June 25, 2020 and incorporated herein by reference.
(23)	Filed herewith.

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SIGNATURES

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

	STRIKEFORCE TECHNOLOGIES, INC.

Dated: August 19, 2020	By:	/s/ Mark L. Kay
		Mark L. Kay
		Chief Executive Officer

Dated: August 19, 2020

By:

/s/ Philip E. Blocker

Philip E. Blocker

Chief Financial Officer and

Principal Accounting Officer

StrikeForce Technologies Inc. - FORM 10-Q - August 19, 2020

Attached files

StrikeForce Technologies Inc. Reports