United States securities and exchange commission logo
September 25, 2020
Mark Kay
Chief Executive Officer
StrikeForce Technologies, Inc.
1090 King Georges Post Road, Suite 603
Edison, NJ 08837
Re: StrikeForce
Technologies, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed September 11,
2020
File No. 024-11267
Dear Mr. Kay:
We have reviewed your amended offering statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 7, 2020 letter.
Amendment No. 1 to Form 1-A filed September 11, 2020
Notes to the Consolidated Financial Statements
Basis of presentation and principles of consolidation, page 21
1. We note your response
to prior comment 13. Please address the following additional
comments.
Refer to your ASC
810-10-15-14 analysis. Please explain to us in further detail how
you reasonably
determine that there is no equity at risk at BlockSafe. In addition,
please explain how
you determine the equity holders possess the three characteristics
and therefore
Blocksafe is a VIE. In that regard, please clarify what interests other
than equity interest
would allow the holders to possess these characteristics.
Please tell us and
disclose whether a voting arrangement or agreement is in place
Mark Kay
StrikeForce Technologies, Inc.
September 25, 2020
Page 2
between you and your affiliates so as to allow the voting in concert
or in a block.
If BlockSafe is properly considered a VIE, please present certain
assets and liabilities
of the VIEs separately on the face of your consolidated balance
sheets. Reference
ASC 810-10-45-25. In addition, please disclosed the carrying amounts
and
classification of the VIE s assets and liabilities in the
statement of financial position
that are consolidated in accordance with the Variable Interest
Entities Subsections,
including qualitative information about the relationship(s) between
those assets and
liabilities. Refer to ASC 810-10- 50-3.
Business, page 30
2. We note your response to prior comment 7. Please further clarify the
basis for your belief
that Cyber Safety will exercise its option to purchase GuardedID in
light of the fact that
you have not generated any revenue from Cyber Safety for the six months
ended June 30,
2020. Please also clarify whether there are ongoing negotiations or
whether you have
entered into further agreements regarding the exercise of the purchase
option.
3. We note your response to prior comment 8. Please disclose the material
terms of your
agreements with Digital River including the term and any termination
provisions.
Exhibits
4. We note your response to prior comment 4. Please revise your
subscription agreement to
clarify that the exclusive forum provision does not apply to claims
under the Securities
Act and the Exchange Act.
You may contact Becky Chow, Staff Accountant, at 202-551-6524 or
Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202) 551-
3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
FirstName LastNameMark Kay
Division of
Corporation Finance
Comapany NameStrikeForce Technologies, Inc.
Office of
Technology
September 25, 2020 Page 2
cc: Joseph I. Emas
FirstName LastName