SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 000-1285543
NOTIFICATION OF LATE FILING
|_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q
|_| Form N-SAR
For Period Ended: September 30, 2005
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
For the Transition Period Ended: _______________________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:_________________________
________________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant StrikeForce Technologies, Inc.
Former name if applicable
Address of principal executive office 1090 King Georges Post Road
City, state and zip code Suite 108, Edison, NJ 08837
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the
following should be completed. (Check box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
|
| (b) The subject annual report, semi-annual report, transition report on
[X] | Form 10-K, 20-F, 11-K or Form 10-Q, or portion thereof will be filed
| on or before the 15th calendar day following the prescribed due date;
| or the subject quarterly report or transition report on Form 10-Q, or
| portion thereof will be filed on or before the fifth calendar day
| following the prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule 12b-25
| (c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
The registrant is in the process of preparing and reviewing the financial
information of the Company on a consolidated basis. The process of compiling and
disseminating the information required to be included in the Form 10-QSB for the
relevant fiscal quarter, as well as the completion of the required review of the
Company's financial information on a consolidated basis, could not be completed
without incurring undue hardship and expense. The registrant undertakes the
responsibility to file such annual report no later than five days after its
original date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark L. Kay (732) 661-9641
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
For the quarter ended September 30, 2004, the registrant had revenues of
approximately $27,528 and a net loss of approximately $(1,438,925). For the
quarter ended September 30, 2005, the registrant currently estimates that it had
revenues of approximately $14,620 and a net loss of approximately $(935,383).
Results for this relevant fiscal quarter remain subject to further adjustment
and actual results may differ significantly from the foregoing estimates.
StrikeForce Technologies, Inc.
Name of Registrant as Specified in Charter.
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 14, 2005 By: /s/ Mark L. Kay
---------------
Mark L. Kay
Chief Executive Officer