sfor_8k.htm

8-K 1 sfor_8k.htm FORM 8-K sfor_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 21, 2016

________________

STRIKEFORCE TECHNOLOGIES, INC.
(Exact name of Company as specified in its charter)

________________

Wyoming

000-55012

22-3827597
(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1090 King Georges Post Road, Suite 603, Edison, NJ 08837

(Address of principal executive offices) (Zip Code)

(732) 661 9641

Company's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01 Changes in Company's Certifying Accountant.

(1)
Previous Independent Registered Public Accounting Firm

(i)
On March 21, 2016, StrikeForce Technologies, Inc. (the "Company") dismissed its independent registered public accounting firm, Li and Company, PC ("Li and Company").
(ii)
The reports of Li and Company on the financial statements of the Company as of December 31, 2014 and 2013, and the related statements of operations, stockholders' deficit and cash flows for the years then ended did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph as to a going concern.
(iii)
The decision to change the independent registered public accounting firm was recommended and approved by the Board of Directors of the Company.
(iv)
During the Company's two most recent year ended December 31, 2014 and 2013 and any subsequent interim periods through March 21, 2016, the date of dismissal, (a) there were no disagreements with Li and Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Li and Company, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K.
(v)
On March 23, 2016 the Company provided Li and Company with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(2)
New Independent Registered Public Accounting Firm

On March 21, 2016, concurrent with the dismissal of Li and Company, the Board of Directors of the Company engaged Weinberg and Company, PA ("Weinberg") as its new independent registered public accounting firm to audit and review the Company's financial statements effective immediately. During the two most recent years ended December 31, 2014 and 2013 and any subsequent interim periods through the date hereof prior to the engagement of Weinberg, neither the Company, nor someone on its behalf, has consulted Weinberg regarding:

(i)
either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
(ii)
any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired: None

(b) Pro-Forma Financial Statements: None

Exhibit No.
Description

16.1
Letter from Li and Company, PC addressed to the U.S. Securities and Exchange Commission

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

StrikeForce Technologies, Inc.

Date: March 23, 2016
By:
/s/ Mark Kay

Mark Kay
Chief Executive Officer

Wyoming		000-55012		22-3827597
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	(i)	On March 21, 2016, StrikeForce Technologies, Inc. (the "Company") dismissed its independent registered public accounting firm, Li and Company, PC ("Li and Company").

	(ii)	The reports of Li and Company on the financial statements of the Company as of December 31, 2014 and 2013, and the related statements of operations, stockholders' deficit and cash flows for the years then ended did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph as to a going concern.

	(iii)	The decision to change the independent registered public accounting firm was recommended and approved by the Board of Directors of the Company.

	(iv)	During the Company's two most recent year ended December 31, 2014 and 2013 and any subsequent interim periods through March 21, 2016, the date of dismissal, (a) there were no disagreements with Li and Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Li and Company, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K.

	(v)	On March 23, 2016 the Company provided Li and Company with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.

	(i)	either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

	(ii)	any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

Exhibit No.		Description

16.1		Letter from Li and Company, PC addressed to the U.S. Securities and Exchange Commission

	StrikeForce Technologies, Inc.

Date: March 23, 2016	By:	/s/ Mark Kay
		Mark Kay Chief Executive Officer