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 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.
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.
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. However, we have followed CDC recommendations and have continued
operations with enhanced safety precautions throughout the pandemic.
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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 MARCH 31, 2020 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2019
Revenues for the three months ended March 31, 2020 were $60,000 compared to
$132,000 for the three months ended March 31, 2019, a decrease of $72,000 or
54.5%. The decrease in revenues was primarily due to 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 March 31, 2020 was $3,000 compared
to $4,000 for the three months ended March 31, 2019, a decrease of $1,000, or
25.0%. The decrease resulted from the decreased fees related to our revenues due
to the decrease in revenues. Cost of revenues as a percentage of total revenues
for the three months ended March 31, 2020 was 4.2% compared to 2.9% for the
three months ended March 31, 2019.
Research and development expenses for the three months ended March 31, 2020 were
$124,000 compared to $126,000 for the three months ended March 31, 2019, a
nominal decrease of $2,000 or 1.6%. The salaries, benefits and overhead costs of
personnel conducting research and development of our software products primarily
comprises our research and development expenses.
Compensation, professional fees, and selling, general and administrative
(collectively, "SGA") expenses for the three months ended March 31, 2020 were
$508,000 compared to $447,000 for the three months ended March 31, 2019, an
increase of $61,000 or 13.7%. The increase was due primarily to an increase in
employee stock-based compensation, warrants expense and professional fees. SG&A
expenses consist primarily of salaries, benefits and overhead costs for
executive and administrative personnel, insurance, fees for professional
services, including consulting, legal, and accounting fees, plus travel costs
and non-cash stock compensation expense for the issuance of stock options to
employees and other general corporate expenses.
For the three months ended March 31, 2020, other expense was $331,000 as
compared to other expense of $868,000 for the three months ended March 31, 2019,
representing a decrease in other expense of $537,000, or 61.9%. The decrease was
primarily due to increases in the change in the fair value of derivative
liabilities and the extinguishment derivative liabilities and decreases in
private placement costs and debt discount amortization.
Our net loss for the three months ended March 31, 2020 was $905,000 compared to
$1,315,000 for the three months ended March 31, 2019, a decrease of $410,000, or
31.2%. The decrease was primarily due to increases in the change in the fair
value of derivative liabilities and the extinguishment derivative liabilities
and decreases in private placement costs and debt discount amortization, offset
by the decrease in revenues.
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Liquidity and Capital Resources
Our total current assets at March 31, 2020 were $38,000, which included cash of
$13,000, 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 $15,285,000 at March 31, 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 three months ended March
31, 2020 primarily from the issuance of convertible debentures of $471,000.
We have yet to establish any history of profitable operations. During the three
months ended March 31, 2020, the Company incurred a net loss of $905,000 and
used cash in operating activities of $490,000, and at March 31, 2020, the
Company had a stockholders' deficit of $15,285,000. In addition, we are in
default on notes payable and convertible notes payable in the aggregate amount
of $3,590,000. 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, 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 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
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. All
fractional shares will be rounded up and our stock will be quoted as SFORD
through July 23, 2020, and thereafter, the trading symbol will be SFOR (OTC
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
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.
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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
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.
The Company offers no discounts, rebates, rights of return, or other allowances
to clients which would result in the establishment of reserves against service
revenue. Additionally, to date, the Company has not incurred incremental costs
in obtaining a client contract.
Cost of revenue includes direct costs and fees related to the sale of our
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
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
Recently Issued Accounting Pronouncements
Refer to Note 1 in the accompanying condensed consolidated financial statements.
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'sPublic
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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