FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KAY MARK L

2. Issuer Name and Ticker or Trading Symbol

StrikeForce Technologies Inc. [SFOR]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      __ X __ Other (specify below)
Chief Executive Officer / Voting control shareholder

(Last)          (First)          (Middle)

1090 KING GEORGES POST ROAD,  SUITE 603

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2017 
(Street)

EDISON, NJ 08837

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock   12/22/2017     A4   10000000   A   (1) 47000000   D    
Preferred Stock   2/1/2011     A4   1   A   (2) 1   D    

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Notes   $0   (3) 2/4/2004     J4   (3) 6         (3)   (3) Common Stock   6   $0   (3) 6   D    

Explanation of Responses:
(1)  Bonus for Services rendered; Market price on date of grant: $0.0060.
(2)  Series A Preferred Stock, non-convertible, allows the holder to vote up to 80% share of the issued and outstanding shares of common stock; initially valued at $329,000 per share.
(3)  Common stock available upon the conversion of certain convertible loans (dated February 4, 2004, June 17, 2004, September7, 2004 August 16, 2006, January 18, 2006; and February 28, 2006 respectively), valued at $9,750,000,000 per share for $240,000 of convertibles and $7,312,500,000 per share for $28,000 of convertibles.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KAY MARK L
1090 KING GEORGES POST ROAD
SUITE 603
EDISON, NJ 08837
X
Chief Executive Officer Voting control shareholder

Signatures
Mark L. Kay 1/12/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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