SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 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
N/A
(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 ACCOUNTANTS
1. Previous Independent Registered Public Accounting Firm.
A. On March 21, 2006, StrikeForce Technologies, Inc. (the "Company")
dismissed Rosen Seymour Shapss Martin & Company ("the former accountants") as
the Company's independent registered public accounting firm. In light of the
Company's limited financial resources, the Company determined that it was not
practicable for it to continue to retain the former accountants as its
independent registered public accounting firm. The Company is currently seeking
another independent registered public accounting firm that would be able to
audit the Company's fiscal 2005 financial statements on a more cost effective
basis.
B. the former accountants did not audit the financial statements of the
Company for the fiscal years ended December 31, 2004 and 2005.
C. The decision to dismiss the former accountants as the Company's
independent registered public accounting firm was approved by the members of the
Board of Directors of the Company.
D. Since their appointment in December 2005, the former accountants have
been gathering information and making inquiries of management and the
predecessor accountant in support of the registrant's opening balances as of
January 1, 2005 and in preparation for their audit for the year ended December
31, 2005. Certain documentation we provided was deemed insufficient to support a
certain opening balance for the purpose of the 2005 audit. Until this matter is
resolved to their satisfaction, the former accountants would not proceed with
the engagement.
We did not agree with the former accountants concerning the adequacy and
sufficiency of the documentation to support the registrant's opening balance as
of January 1, 2005, but we were not able to reach a conclusion as we could not
afford to continue to pay the fees of the former accountants which substantially
exceeded the estimate originally provided to us when we engaged them.
These "claims" of the documentation to support certain opening balances as
of January 1, 2005 were in the nature of the "insufficiencies". To the best of
our knowledge, the former accountants did not obtain the documentation they
expected to support a certain opening balance, nor did they perform any auditing
procedures in order to reach a conclusion or form an opinion on any matters of
accounting principles or practices, or financial statement disclosures, or
auditing scope or procedure in connection with the 2005 audit engagement.
E. The Registrant provided the former accountants 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.
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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 Rosen Seymour Shapss Martin & Company dated March 28, 2006
to the Securities and Exchange Commission.
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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.
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(Registrant)
By: /s/ Mark Corrao
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Mark Corrao
Chief Financial Officer
Dated: March 28, 2006