SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3, 2006
STRIKEFORCE TECHNOLOGIES, INC.
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New Jersey 22-3827597
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1090 King Georges Post Road, Suite 108, Edison, NJ 08837
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 661 9641
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N/A
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(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 registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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 REGISTRANT'S CERTIFYING ACCOUNTS
1. Previous Independent Registered Public Accounting Firm.
A. In connection with the Registrant's approval for listing its common
stock on the Over-The-Counter Bulletin Board, the Registrant determined to
dismiss its previous independent registered public accountant, Massella &
Associates, CPA, PLLC, effective as of January 2, 2006, and to engage a firm
with additional resources sufficient for the company in the future.
B. The reports of Massella & Associates, CPA, PLLC on the financial
statements of the Registrant for the fiscal years ended December 31, 2004 and
2003 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 going concern. Massella & Associates, CPA, PLLC did not audit the
financial statements for the fiscal year ended December 31, 2005.
C. The decision to change independent registered public accounting firms
was approved by the members of the Board of Directors of the Registrant.
D. During the Registrant's two most recent fiscal years and the subsequent
interim periods through January 2, 2006, there were no disagreements with
Massella & Associates, CPA, PLLC 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 Massella & Associates,
CPA, PLLC, would have caused it to make reference thereto in its reports on the
financial statements for such years.
E. The Registrant provided Massella & Associates, CPA, PLLC with a copy of
this Current Report and has requested that it furnish the Registrant with a
letter addressed to the Securities & Exchange Commission stating whether it
agrees with the above statements. A copy of such letter is filed herein as
Exhibit 16.1 to this Current Report on Form 8-K.
2. New Independent Registered Public Accounting Firm.
The Registrant has engaged Rosen Seymour Shapps Martin & Company LLP as its
new independent certified public accounting firm to audit the Registrant's
financial statements effective January 3, 2006. Prior to such engagement, the
Registrant did not consult such firm on any of the matters referenced in
Regulation S-B Item 304(a)(2).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired: None
(b) Pro-Forma Financial Statements: None
(c) Exhibits:
Exhibit
No. Description
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16.1 Letter of Massella & Associates, CPA, PLLC dated January 17, 2006 to
the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STRIKEFORCE TECHNOLOGIES, INC.
(Registrant)
By: /s/ Mark Corrao
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Mark Corrao
Chief Financial Officer
Dated: January 17, 2006