UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| Strikeforce Technologies, Inc. |
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| (Name of issuer) |
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| Common Stock, $0.0001 value per share |
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| (Title of class of securities) |
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| 86332V307 |
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| (CUSIP number) |
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| October 6, 2014 |
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| (Date of Event Which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
.Rule 13d-1(b)
X.Rule 13d-1(c)
.Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (1-06)
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CUSIP No. 86332V307 | 13G | Page 2 of 6 Pages |
CUSIP No. 86332V307 | 13G | Page 3 of 6 Pages |
1 | NAME OF REPORTING PERSON |
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| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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| David Clark |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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| (a) . |
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| (b) X. |
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3 | SEC USE ONLY |
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4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
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| United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
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| 0 |
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6 | SHARED VOTING POWER |
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| 23,533,556 |
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7 | SOLE DISPOSITIVE POWER |
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| 0 |
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8 | SHARED DISPOSITIVE POWER |
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| 23,533,556 |
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9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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| 23,533,556 |
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10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* . |
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11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
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| 9.9% |
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12 | TYPE OF REPORTING PERSON* |
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| IN |
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CUSIP No. 86332V307 | 13G | Page 4 of 6 Pages |
Item 1
(a)
Name of Issuer:
Strikeforce Technologies, Inc., a Wyoming corporation
(b)
Address Of Issuer's Principal Executive Offices:
1090 King Georges Post Road, Suite 603
Edison, NJ 08337
Item 2
(a)
Name of Person Filing:
VISTA CAPITAL INVESTMENTS, LLC.
David Clark
All of the securities covered by this report are owned directly by Vista Capital Investments, LLC. David Clark is a member and principal of Vista Capital Investments, LLC. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that David Clark is the beneficial owner of any of the securities covered by this statement, and David Clark expressly disclaims any equitable or beneficial ownership of such securities.
(b)
Address of Principal Business Office, or, if none, Residence:
Address for all filers: 402 West Broadway, San Diego, California 92101
(c)
Citizenship:
Vista Capital Investments, LLC was formed under the laws of the State of California.
David Clark is a United States citizen.
(d)
Title of Class of Securities:
Common Stock, $0.0001 value per share
(e)
Cusip Number:
86332V307
Item 3
If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable
CUSIP No. 86332V307 | 13G | Page 5 of 6 Pages |
Item 4
Ownership
(a)
Amount beneficially owned: 23,533,556
(b)
Percent of class: 9.9%*
*The Reporting Persons’ beneficial ownership of 23,533,556 shares of Common Stock constitutes 9.9%* of all the outstanding shares of Common Stock, based upon a total of237,712,686 shares of Common Stock as reported by the Issuer.
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
0
(ii)
Shared power to vote or to direct the vote
23,533,556*
(iii)
Sole power to dispose or to direct the disposition of
0
(iv)
Shared power to dispose or to direct the disposition of
23,533,556*
*Subject to the Ownership Limitation (defined below), the Reporting Persons may be deemed to beneficially own a total of 119,047,619 shares of Common Stock (“Shares”) consisting of (i) 23,000,000 Shares held by Vista Capital Investments, LLC (“Vista”) issued upon partial conversion of a 10% OID Convertible Note (“Note”) issued to Vista in the initial principal amount of $50,000 andup to aggregate gross proceeds of $225,000 funded at Vista’s discretion. The Note isconvertible into shares of the Issuer’s Common Stock at the lesser of $0.25 or 60% of the lowest Common Stock trading price in the preceding 20 consecutive trading days immediately prior to the conversion date, and (ii) 96,047,619 Shares issuable to Vista upon conversion of the remaining principal balance of the Note (assuming no interest accrual and a conversion price of $0.00042), subject to the Ownership Limitation.
In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the Note is convertible is limited, pursuant to the terms of the Note, to that number of shares of Common Stock which would result in the Reporting Persons having beneficial ownership of 9.9% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"), the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause the Reporting Persons’ beneficial ownership to exceed the Ownership Limitation. Therefore, in accordance with the Ownership Limitation, based upon 237,712,686 shares of Common Stock outstanding, the Reporting Persons beneficially own23,533,556 Shares and disclaim beneficial ownership of 95,514,063 Shares.
In addition, as permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that David Clark, in his capacity member or principal of Vista, is the beneficial owner of the Shares or the Note. David Clark expressly disclaims any equitable or beneficial ownership of the Shares or the Note.
CUSIP No. 86332V307 | 13G | Page 6 of 6 Pages |
Item 5
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .
Item 6
Ownership of More Than Five Percent on Behalf Of Another Person
Not Applicable
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8
Identification and Classification of Members of The Group
Item 9
Notice of Dissolution of Group
Not Applicable
Item 10
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| VISTA CAPITAL MANAGEMENT, LLC. | |
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| By: | /s/ David Clark |
| Name: | David Clark |
| Title: | Member and Principal |
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| /s/ David Clark |
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| David Clark |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
