Note 11 - Convertible Secured Notes Payable

Convertible secured notes payable consisted of the following at December 31, 2011 and 2010:


	December 31, 2011		December 31, 2010
Citco Global Custody NV (assigned from YA Global/Highgate)	$	542,588	$	542,588
Steeltown Consulting Group, LLC (assigned from YA Global)		-		364,126
Total convertible secured notes payable	$	542,588	$	906,714

At December 31, 2011, the Company's outstanding convertible secured notes payable are secured through the note holder's claim on the Company's intellectual property.

In December 2010, the balance of the YA Global April 2009 secured convertible debenture, of $231,320, the principal balance due of the YA Global May 2006 promissory note of $100,000 and the accrued interest owed on the promissory note of $32,806 was transferred to PMI Technologies, Inc. ("PMI"). The total amount transferred to PMI was $364,126. In connection with this transfer, the Company paid a transfer fee of $200,000, recorded as financing expense, to YA Global in December 2010. As of December 2010, YA Global is no longer a secured lender to StrikeForce.

In December 2010, the Company executed an amendment to the PMI transfer agreement whereby the secured convertible balance owed to PMI was distributed among five unrelated parties, one of whom was PMI. The due dates of the notes were extended to December 31, 2012 and the conversion price was modified to a fixed price of $0.004551576875 per share. Additionally, the amendment called for the Company to make available to the note holders the opportunity to offer financing to the Company via the sale of a total of 120,000,000 five year warrants exercisable into shares of the Company's common stock at $0.03 per share.

In April 2011, the Company executed an amendment to the PMI transfer agreement whereby the Company consented to the assignment of the remaining balance due to PMI, in the amount of $85,805, to Steeltown Consulting Group, LLC ("Steeltown") and its assignees. Additionally, the conversion price was modified to a fixed price of $0.0007603 per share (see Notes 2 and 15). The amendment also called for the Company to make available to the note holders the opportunity to offer financing to the Company through the sale of a total of 50,000,000 three year warrants exercisable into shares of the Company's common stock as a ladder at $0.02, $0.04, $0.08, $0.12, $0.15 each per share for each ten million warrants equally distributed among the warrant holders.

In September 2011, the Company notified the Steeltown note holders of its intention to redeem the balance due of the debentures in full and, on September 12, 2011, the Company redeemed the balance due on the debentures of $35,793, thereby eliminating the right for additional conversions.

Conversions to Common Stock

For the years ended December 31, 2011 and 2010, Citco Global had no conversions.

For the year ended December 31, 2011, PMI converted $47,561, $53,092, $73,040 and $11,379 of the April 23, 2009 debenture (as assigned by YA Global on December 23, 2010) into 10,449,389, 11,664,549, 16,047,276 and 2,500,000 shares of the Company's common stock in January, February, March and April 2011, respectively, pursuant to the terms of the Securities Purchase Agreement. The January 2011 conversions were made on January 10, 2011 with $33,906 converted into 7,449,389 shares and on January 28, 2011 with $13,655 converted into 3,000,000 shares. The February 2011 conversions were made on February 2, 2011 with $34,292 converted into 6,875,000 shares, on February 4, 2011 with $3,200 converted into 1,362,165 shares, on February 14, 2011 with $6,600 converted into 1,450,047 shares, on February 15, 2011 with $7,000 converted into 1,537,928 shares and on February 17, 2011 with $2,000 converted into 439,409 shares. The March 2011 conversions were made on March 8, 2011 with $43,000 converted into 9,447,276 shares, on March 14, 2011 with $15,475 converted into 3,400,000 shares, on March 18, 2011 with $10,013 converted into 2,200,000 shares and on March 29, 2011 with $4,552 converted into 1,000,000 shares. The April 2011 conversion was made on April 14, 2011.

For the year ended December 31, 2011, Steeltown converted $5,702, $13,624, $7,518, $3,041 and $20,126 of the April 23, 2009 debenture (as assigned by YA Global on December 23, 2010) into 7,499,671, 17,919,702, 9,884,404, 4,000,000 and 26,470,643 shares of the Company's common stock in May, June, July, August and September 2011, respectively, pursuant to the terms of the Securities Purchase Agreement. The May 2011 conversions were made on May 3, 2011 with $3,802 converted into 5,000,657 shares and on May 25, 2011 with $1,900 converted into 2,499,014 shares. The June 2011 conversions were made on June 3, 2011 with $3,041 converted into 4,000,000 shares, on June 6, 2011 with $3,740 converted into 4,919,702 shares, on June 8, 2011 with $3,802 converted into 5,000,000 shares and on June 15, 2011 with $3,041 converted into 4,000,000 shares. The July 2011 conversions were made on July 6, 2011 with $760 converted into 1,000,000 shares, on July 12, 2011 with $2,348 converted into 3,084,404 shares, on July 13, 2011 with $1,141 converted into 1,500,000 shares and on July 21, 2011 with $3,269 converted into 4,300,000 shares. The August 2011 conversions were made on August 1, 2011 with $1,520 converted into 2,000,000 shares and on August 15, 2011 with $1,521 converted into 2,000,000 shares. The September 2011 conversions were made on September 6, 2011 with $2,737 converted into 3,600,000 shares, on September 7, 2011 with $6,463 converted into 8,500,000 shares and on September 8, 2011 with $10,926 converted into 14,370,643 shares.

For the year ended December 31, 2010, YA Global converted $46,600 of the April 23, 2009 debenture into 18,819,760 shares of the Company's common stock, pursuant to the terms of the Securities Purchase Agreement. The conversions were made on March 1, 2010 for $10,000 at a conversion price of $0.0256 per share for 390,625 shares, on July 7, 2010 for $4,300 at a conversion price of $0.0036 per share for 1,194,444 shares, on July 28, 2010 for $2,600 at a conversion price of $0.002104 per share for 1,235,741 shares, on August 26, 2010 for $2,800 at a conversion price of $0.002152 per share for 1,301,115 shares, on September 13, 2010 for $3,300 at a conversion price of $0.0024 per share for 1,375,000 shares, on September 24, 2010 for $3,100 at a conversion price of $0.002152 per share for 1,440,520, shares on October 12, 2010 for $3,600 at a conversion price of $0.0024 per share for 1,500,000 shares, on October 19, 2010 for $3,300 at a conversion price of $0.002104 per share for 1,568,441 shares, on October 29, 2010 for $2,600 at a conversion price of $0.0016 per share for 1,625,000 shares, on November 8, 2010 for $4,400 at a conversion price of $0.001304 per share for 3,374,233 shares, on November 9, 2010 for $2,700 at a conversion price of $0.001448 per share for 1,864,641 shares and on November 30, 2010 for $3,900 at a conversion price of $0.002 per share for 1,950,000 shares.