UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

	For the quarterly period ended June 30, ~~2021~~2022

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

	For the transition period from ~~___________~~ to ~~___________~~

~~STRIKEFORCE TECHNOLOGIES,~~ZERIFY, INC.

(Exact name of registrant as specified in its Charter)

Wyoming

000-55012

22-3827597

(State or other jurisdiction of

incorporation or organization)

(Commission

file number)

(I.R.S. Employer

Identification No.)

1090 King Georges Post Road, Suite 603

Edison, NJ 08837

(Address of Principal Executive Offices)

(732) 661-9641

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Name of each exchange

on which registered

N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value	~~SFOR~~	ZRFY		OTCQB

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes No ☒ No

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ ~~Yes~~No ☐ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such a shorter period that the registrant was required to submit and post such files). Yes ☒ ~~Yes~~No ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,’” “accelerated filer,’” “smaller reporting company,’” and “emerging growth ~~company’~~company” in Rule ~~12b-2~~12b–2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated ~~filer~~Filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at August ~~17, 2021~~18, 2022
Common stock, $0.0001 par value		~~893,504,326~~1,013,111,161

Indicate the number of shares outstanding of each of the issuer’s classes of preferred stock, as of the latest practicable date.

Class		Outstanding at August ~~17, 2021~~18, 2022
Preferred stock, Series A, no par value		3

Class		Outstanding at August ~~17, 2021~~18, 2022
Preferred stock, Series B, $0.10 par value		36,667

Transitional Small Business Disclosure Format Yes ☐ No ☒

Documents Incorporated By Reference

None

~~STRIKEFORCE TECHNOLOGIES,~~ZERIFY, INC.

(formerly known as Strikeforce Technologies, Inc.)

INDEX TO FORM 10-Q FILING

JUNE 30, ~~2021~~2022

TABLE OF CONTENTS

PART I	Financial Information		Page Number

Item 1.	Financial Information		3	F-1

	Condensed Consolidated Balance Sheets at June 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021		3	F-1

	Condensed Consolidated Statements of Operations for the Three and Six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)		4	F-2

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)		~~5-6~~	F-3

	Condensed Consolidated Statements of Cash Flows for the Six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)		7	F-5

	Notes to the Condensed Consolidated Financial Statements for the Six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)		8	F-6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20	3

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		25	8

Item 4.	Controls and Procedures		25	8

PART II	Other Information

Item 1.	Legal Proceedings		27	10

Item 1A.	Risk Factors		27	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		28	11

Item 3.	Defaults Upon Senior Securities		29	12

Item 4.	Mine Safety Disclosures		29	12

Item 5.	Other Information		29	12

Item 6.	Exhibits		30	13

SIGNATURES		15	32

EX-31.1	Management Certification

EX-32.1
~~EX-32.1~~	Sarbanes-Oxley Act

Table of Contents

PART I

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STRIKEFORCE TECHNOLOGIES, INC.
ZERIFY, INC.								ZERIFY, INC.
(formerly known as Strikeforce Technologies, Inc.)								(formerly known as Strikeforce Technologies, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS	CONDENSED CONSOLIDATED BALANCE SHEETS							CONDENSED CONSOLIDATED BALANCE SHEETS

		June 30, 2021			December 31, 2020				June 30, 2022			December 31, 2021
		(Unaudited)							(Unaudited)
ASSETS
Current Assets:
Cash (includes VIE balances of $66 and $2,000, respectively)		$	1,348,000		$	162,000
Cash (includes VIE balances of $1,000 and $1,000, respectively)									$	579,000		$	2,084,000
Accounts receivable, net			11,000			20,000				13,000			24,000
Prepaid expenses			27,000			21,000				9,000			13,000

Total current assets			1,386,000			203,000				601,000			2,121,000

Property and equipment, net			1,000			2,000				36,000			0
Operating lease right-of-use asset			132,000			157,000				81,000			107,000
Other assets			13,000			14,000				11,000			12,000

Total Assets		$	1,532,000		$	376,000			$	729,000		$	2,240,000

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses (includes VIE balances of $2,000 and $3,000, respectively)		$	1,034,000		$	1,010,000
Convertible notes payable (net of discount of $0 and $14,000, respectively; including $1,438,000 and $1,435,000 in default, respectively)			1,438,000			1,469,000
Accounts payable and accrued expenses (includes VIE balances of $2,000 and $2,000, respectively)									$	1,071,000		$	996,000
Convertible notes payable (including $895,000 and $895,000 in default)										1,348,000			1,398,000
Convertible notes payable - related parties			268,000			298,000				268,000			268,000
Notes payable (net of discount of $0 and $52,000, respectively; including $1,969,000 and $2,146,000 in default, respectively) (includes VIE balances of $330,000 and $475,000, respectively)			2,004,000			2,250,000
Notes payable (including $1,934,000 and $1,972,000 in default, respectively)										1,934,000			1,972,000
(includes VIE balances of$285,000 and $310,000, respectively)
Notes payable - related parties			693,000			952,000				693,000			693,000
Accrued interest (including $1,437,000 and $1,448,000 due to related parties, respectively) (includes VIE balances of $113,000 and $109,000, respectively)			5,295,000			5,187,000
Accrued interest (including $1,557,000 and $1,497,000 due to related parties, respectively)										5,669,000			5,477,000
(includes VIE balances of $125,000 and $120,000, respectively)
Contingent payment obligation			1,500,000			1,500,000				1,500,000			1,500,000
Financing obligation (includes VIE balance of $1,263,000 and $1,263,000, respectively)			1,263,000			1,263,000
VIE Financing obligation										1,263,000			1,263,000
Operating lease liability, current portion			39,000			38,000				56,000			39,000
Derivative liabilities			0			163,000

Total current liabilities			13,534,000			14,130,000				13,802,000			13,606,000

Notes payable, long term portion			327,000			463,000
Operating lease liability, long term portion			99,000			125,000
Notes payable, long-term portion										150,000			150,000
Operating lease liability, long-term portion										29,000			73,000

Total Liabilities			13,960,000			14,718,000				13,981,000			13,829,000

Commitments and Contingencies

Stockholders' Deficit
Series A Preferred stock, no par value; 100 shares authorized; 3 shares issued and outstanding			987,000			987,000				987,000			987,000
Series B Preferred stock par value $0.10: 100,000,000 shares authorized; 36,667 shares issued and outstanding			4,000			4,000				4,000			4,000
Preferred stock series not designated par value $0.10: 10,000,000 shares authorized; none issued or outstanding			0			0				0			0
Common stock par value $0.0001: 4,000,000,000 shares authorized; 876,169,478 and 718,263,338 shares issued and outstanding, respectively			88,000			72,000
Common stock par value $0.0001: 4,000,000,000 shares authorized; 1,013,111,161 and 955,380,225 shares issued and outstanding, respectively										101,000			96,000
Additional paid-in capital			56,701,000			39,814,000				63,850,000			59,788,000
Accumulated deficit			(69,368,000	)		(54,396,000	)			(77,312,000	)		(71,595,000	)
Total StrikeForce Technologies, Inc. stockholders' deficit			(11,588,000	)		(13,519,000	)
Total Zerify, Inc. stockholders' deficit										(12,370,000	)		(10,720,000	)
Noncontrolling interest in consolidated subsidiary			(840,000	)		(823,000	)			(882,000	)		(869,000	)

Total Stockholders' Deficit			(12,428,000	)		(14,342,000	)			(13,252,000	)		(11,589,000	)

Total Liabilities and Stockholders' Deficit		$	1,532,000		$	376,000			$	729,000		$	2,240,000

See accompanying notes to the condensed consolidated financial statements.

3F-1

Table of Contents

STRIKEFORCE TECHNOLOGIES, INC.
ZERIFY, INC.														ZERIFY, INC.
(formerly known as Strikeforce Technologies, Inc.)														(formerly known as Strikeforce Technologies, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS													CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		For the Three Months Ended						For the Six Months Ended							For the Three Months Ended						For the Six Months Ended
		June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020				June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)				(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenue		$	67,000		$	51,000		$	113,000		$	111,000			$	24,000		$	67,000		$	56,000		$	113,000

Operating expenses:
Cost of revenue			8,000			7,000			11,000			9,000				12,000			8,000			22,000			11,000
Selling, general and administrative expenses			1,820,000			538,000			7,448,000			1,047,000				2,451,000			1,820,000			5,087,000			7,448,000
Research and development			129,000			124,000			274,000			248,000				158,000			129,000			312,000			274,000

Total operating expenses			1,957,000			669,000			7,733,000			1,304,000				2,621,000			1,957,000			5,421,000			7,733,000

Loss from operations			(1,890,000	)		(618,000	)		(7,620,000	)		(1,193,000	)			(2,597,000	)		(1,890,000	)		(5,365,000	)		(7,620,000	)

Other income (expense):
Interest expense (including $61,000 and $65,000 to related parties, respectively)			(114,000	)		(162,000	)		(242,000	)		(333,000	)
Other expense:
Interest expense (including $60,000 and $61,000 to related parties, respectively)																(100,000	)		(114,000	)		(199,000	)		(242,000	)
Debt discount amortization			(29,000	)		(188,000	)		(52,000	)		(408,000	)			0			(29,000	)		0			(52,000	)
Financing costs			(3,330,000	)		0			(6,569,000	)		0				(165,000	)		(3,330,000	)		(165,000	)		(6,569,000	)
Private placement costs			0			0			0			(104,000	)
Change in fair value of derivative liabilities			0			13,000			(219,000	)		212,000				0			0			0			(219,000	)
Gain (loss) on extinguishment of debt, net			321,000			(253,000	)		(286,000	)		(287,000	)
Other income (expense)			(1,000	)		43,000			(1,000	)		43,000
Gain/(loss) on extinguishment of debt, net																0			321,000			0			(286,000	)
Other expense																(1,000	)		(1,000	)		(1,000	)		(1,000	)

Other income (expense), net			(3,153,000	)		(547,000	)		(7,369,000	)		(877,000	)
Total other expense, net																(266,000	)		(3,153,000	)		(365,000	)		(7,369,000	)

Net loss			(5,043,000	)		(1,165,000	)		(14,989,000	)		(2,070,000	)			(2,863,000	)		(5,043,000	)		(5,730,000	)		(14,989,000	)

Net loss attributable to noncontrolling interest			10,000			12,000			17,000			21,000				6,000			10,000			13,000			17,000

Net loss attributable to StrikeForce Technologies, Inc.		$	(5,033,000	)	$	(1,153,000	)	$	(14,972,000	)	$	(2,049,000	)
Net loss attributable to Zerify, Inc.															$	(2,857,000	)	$	(5,033,000	)	$	(5,717,000	)	$	(14,972,000	)

Net loss per common share
-Basic and diluted		$	(0.01	)	$	(0.15	)	$	(0.02	)	$	(0.29	)		$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)

Weighted average common shares outstanding
-Basic and diluted			847,638,243			7,811,894			812,551,868			7,058,500
Weighted average common shares outstanding -Basic and diluted																984,334,754			847,638,243			969,980,079			812,551,868

See accompanying notes to the condensed consolidated financial statements.

4F-2

Table of Contents

~~STRIKEFORCE TECHNOLOGIES, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT~~

~~FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020 (Unaudited)~~

ZERIFY, INC. (formerly known as Strikeforce Technologies, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021 (Unaudited)

Three months ended June 30, 2022

	Series A Preferred stock, no				Series B Preferred stock, par				Common stock, par value				Additional								Total
	par value				value $0.10				$0.0001				Paid-in		Accumulated			Noncontrolling			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Deficit
Balance at April 1, 2022		3	$	987,000		36,667	$	4,000		955,515,078	$	96,000	$	61,430,000	$	(74,455,000	)	$	(876,000	)	$	(12,814,000	)

Common stock issued for cash		-		0		-		0		50,000,000		5,000		935,000		0			0			940,000

Fair value of common stock issued for services		-		0		-		0		7,596,083		0		163,000		0			0			163,000

Fair value of vested options		-		0		-		0		-		0		1,322,000		0			0			1,322,000

Net loss		-		0		-		0		-		0		0		(2,857,000	)		(6,000	)		(2,863,000	)

Balance at June 30, 2022 (unaudited)		3	$	987,000		36,667	$	4,000		1,013,111,161	$	101,000	$	63,850,000	$	(77,312,000	)	$	(882,000	)	$	(13,252,000	)

Three months ended June 30, 2021

Series A Preferred stock,
no par value

Series B Preferred stock,
par value $0.10

Common stock,
par value $0.0001

Additional
Paid-in

Accumulated

Noncontrolling

Total
Stockholders'

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

Interest

Deficit

Balance at April 1, 2021

3

$ 987,000

36,667

$ 4,000

807,277,505

$ 81,000

$ 50,862,000

$ (64,335,000 )

$ (830,000 )

$ (13,231,000 )

Common stock issued for cash

-

0

-

0

27,750,000

3,000

1,315,000

0

0

1,318,000

Fair value of common stock issued for services

-

0

-

0

573,184

0

41,000

0

0

41,000

Fair value of vested options

-

0

-

0

-

0

1,157,000

0

0

1,157,000

Fair value of common stock issued as a financing cost

-

0

-

0

28,219,063

3,000

3,327,000

3,330,000

Common stock issued upon cashless exercise of warrants

-

0

-

0

12,349,726

1,000

(1,000 )

0

Net loss

-

0

-

0

-

0

0

(5,033,000 )

(10,000 )

(5,043,000 )

Balance at June 30, 2021 (unaudited)

3

$ 987,000

36,667

$ 4,000

876,169,478

$ 88,000

$ 56,701,000

$ (69,368,000 )

$ (840,000 )

$ (12,428,000 )

Six months ended June 30, 2021

Series A Preferred stock,
no par value

Series B Preferred stock,
par value $0.10

Common stock,
par value $0.0001

Additional
Paid-in

Accumulated

Noncontrolling

Total
Stockholders'

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

Interest

Deficit

Balance at January 1, 2021

3

$ 987,000

36,667

$ 4,000

718,263,338

$ 72,000

$ 39,814,000

$ (54,396,000 )

$ (823,000 )

$ (14,342,000 )

Common stock issued for cash

-

0

-

0

65,866,450

6,000

2,761,000

0

0

2,767,000

Fair value of common stock issued for services

-

0

-

0

701,711

0

57,000

0

0

57,000

Fair value of vested options

-

0

-

0

-

0

6,387,000

0

0

6,387,000

Fair value of common stock issued as a financing cost

-

0

-

0

45,150,500

5,000

6,564,000

0

0

6,569,000

Common stock issued upon cashless exercise of warrants

-

0

-

0

12,349,726

1,000

(1,000 )

0

0

0

Common stock issued upon cashless exercise of options

-

0

-

0

17,208,335

2,000

(2,000 )

0

0

0

Common stock issued upon conversion of notes and accrued interest

-

0

-

0

16,168,589

2,000

1,033,000

0

0

1,035,000

Common stock issued upon conversion of debt settlement

-

0

-

0

460,829

0

88,000

0

0

88,000

Net loss

-

0

-

0

-

0

0

(14,972,000 )

(17,000 )

(14,989,000 )

Balance at June 30, 2021 (unaudited)

3

$ 987,000

36,667

$ 4,000

876,169,478

$ 88,000

$ 56,701,000

$ (69,368,000 )

$ (840,000 )

$ (12,428,000 )

Six months ended June 30, 2022


	Series A Preferred stock, no				Series B Preferred stock, par				Common stock, par value				Additional								Total
	per value				value $0.10				$0.0001				Paid-in		Accumulated			Noncontrolling			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Deficit
Balance at January 1, 2022		3	$	987,000		36,667	$	4,000		955,380,225	$	96,000	$	59,788,000	$	(71,595,000	)	$	(869,000	)	$	(11,589,000	)

Common stock issued for cash		-		0		-		0		50,000,000		5,000		935,000		0			0			940,000

Fair value of common stock issued for services		-		0		-		0		7,730,936		0		168,000		0			0			168,000

Fair value of vested options		-		0		-		0		-		0		2,959,000		0			0			2,959,000

Net loss		-		0		-		0		-		0		0		(5,717,000	)		(13,000	)		(5,730,000	)

Balance at June 30, 2022 (unaudited)		3	$	987,000		36,667	$	4,000		1,013,111,161	$	101,000	$	63,850,000	$	(77,312,000	)	$	(882,000	)	$	(13,252,000	)

See accompanying notes to the condensed consolidated financial statements.

5F-3

Table of Contents

~~STRIKEFORCE TECHNOLOGIES, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT~~

~~FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020 (Unaudited)~~

ZERIFY, INC. (formerly known as StrikeForce Technologies, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021 (Unaudited)

Three months ended June 30, 2021

	Series A Preferred stock, no				Series B Preferred stock, par				Common stock, par value				Additional									Total
	par value				value $0.10				$0.0001				Paid-in			Accumulated			Noncontrolling			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Deficit
Balance at April 1, 2021		3	$	987,000		36,667	$	4,000		807,277,505	$	81,000	$	50,862,000		$	(64,335,000	)	$	(830,000	)	$	(13,231,000	)

Common stock issued for cash		-		0		-		0		27,750,000		3,000		1,315,000			0			0			1,318,000

Fair value of common stock issued for services		-		0		-		0		573,184		0		41,000			0			0			41,000

Fair value of vested options		-		0		-		0		-		0		1,157,000			0			0			1,157,000

Fair value of common stock issued as a financing cost		-		0		-		0		28,219,063		3,000		3,327,000			0			0			3,330,000

Common stock issued upon cashless exercise of warrants		-		0		-		0		12,349,726		1,000		(1,000	)		0			0			0

Net loss		-		0		-		0		-		0		0			(5,033,000	)		(10,000	)		(5,043,000	)

Balance at June 30, 2021 (Unaudited)		3	$	987,000		36,667	$	4,000		876,169,478	$	88,000	$	56,701,000		$	(69,368,000	)	$	(840,000	)	$	(12,428,000	)

Three months ended June 30, 2020

Series A Preferred stock,
no par value

Series B Preferred stock,
par value $0.10

Common stock,
par value $0.0001

Additional
Paid-in

Accumulated

Noncontrolling

Total
Stockholders'

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

Interest

Deficit

Balance at April 1, 2020

3

$ 987,000

36,667

$ 4,000

6,751,909

$ 1,000

$ 29,758,000

$ (45,249,000 )

$ (786,000 )

$ (15,285,000 )

Fair value of common stock issued for services

-

0

-

0

98,865

0

20,000

0

0

20,000

Fair value of vested options

-

0

-

0

-

0

102,000

0

0

102,000

Common stock issued upon conversion of notes payable and accrued interest

-

0

-

0

2,068,377

0

586,000

0

0

586,000

Common stock issued upon conversion of debt settlement

-

0

-

0

444,459

0

98,000

0

0

98,000

Net loss

-

0

-

0

-

0

0

(1,153,000 )

(12,000 )

(1,165,000 )

Balance at June 30, 2020 (Unaudited)

3

$ 987,000

36,667

$ 4,000

9,363,610

$ 1,000

$ 30,564,000

$ (46,402,000 )

$ (798,000 )

$ (15,644,000 )

Six months ended June 30, 2020

Series A Preferred stock,
no par value

Series B Preferred stock,
par value $0.10

Common stock,
par value $0.0001

Additional
Paid-in

Accumulated

Noncontrolling

Total
Stockholders'

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

Interest

Deficit

Balance at January 1, 2020

3

$ 987,000

36,667

$ 4,000

5,905,388

$ 1,000

$ 28,675,000

$ (44,353,000 )

$ (777,000 )

$ (15,463,000 )

Fair value of common stock issued for services

-

0

-

0

98,880

0

20,000

0

0

20,000

Fair value of vested options

-

0

-

-

-

-

216,000

0

0

216,000

Fair value of warrants issued with convertible notes

-

0

-

0

-

0

38,000

0

0

38,000

Common stock issued upon conversion of notes and interest

-

0

-

0

2,914,883

0

1,517,000

0

0

1,517,000

Common stock issued upon conversion of debt settlement

-

0

-

0

444,459

0

98,000

0

0

98,000

Net loss

-

0

-

0

-

0

0

(2,049,000 )

(21,000 )

(2,070,000 )

Balance at June 30, 2020 (Unaudited)

3

$ 987,000

36,667

$ 4,000

9,363,610

$ 1,000

$ 30,564,000

$ (46,402,000 )

$ (798,000 )

$ (15,644,000 )

Six months ended June 30, 2021

	Series A Preferred stock, no par				Series B Preferred stock, par				Common stock, par				Additional									Total
	value				value $0.10				value $0.0001				Paid-in			Accumulated			Noncontrolling			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Deficit
Balance at January 1, 2021		3	$	987,000		36,667	$	4,000		718,263,338	$	72,000	$	39,814,000		$	(54,396,000	)	$	(823,000	)	$	(14,342,000	)

Common stock issued for cash		-		0		-		0		65,866,450		6,000		2,761,000			0			0			2,767,000

Fair value of common stock issued for services		-		0		-		0		701,711		0		57,000			0			0			57,000

Fair value of vested options		-		0		-		0		-		0		6,387,000			0			0			6,387,000

Fair value of common stock issued as a financing cost		-		0		-		0		45,150,500		5,000		6,564,000			0			0			6,569,000

Common stock issued upon cashless exercise of warrants		-		0		-		0		12,349,726		1,000		(1,000	)		0			0			0

Common stock issued upon cashless exercise of options		-		0		-		0		17,208,335		2,000		(2,000	)		0			0			0

Common stock issued upon conversion of notes and accrued interest		-		0		-		0		16,168,589		2,000		1,033,000			0			0			1,035,000

Common stock issued upon conversion of debt settlement		-		0		-		0		460,829		0		88,000			0			0			88,000

Net loss		-		0		-		0		-		0		0			(14,972,000	)		(17,000	)		(14,989,000	)

Balance at June 30, 2021 (Unaudited)		3	$	987,000		36,667	$	4,000		876,169,478	$	88,000	$	56,701,000		$	(69,368,000	)	$	(840,000	)	$	(12,428,000	)

See accompanying notes to the condensed consolidated financial statements.

6F-4

Table of Contents

STRIKEFORCE TECHNOLOGIES, INC.
ZERIFY, INC. (formerly known as Strikeforce Technologies, Inc.)								ZERIFY, INC. (formerly known as Strikeforce Technologies, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS							CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Six Months			For the Six Months				For the Six Months			For the Six Months
		Ended			Ended				Ended			Ended
		June 30, 2021			June 30, 2020				June 30, 2022			June 30, 2021
		(Unaudited)			(Unaudited)				(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss		$	(14,989,000	)	$	(2,070,000	)		$	(5,730,000	)	$	(14,989,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			3,000			4,000				1,000			3,000
Amortization of discount			52,000			408,000				0			52,000
Amortization of right-of-use asset			25,000			24,000				26,000			25,000
Fair value of common stock issued for services			57,000			20,000				168,000			57,000
Fair value of vested options			6,387,000			216,000				2,959,000			6,387,000
Fair value of common stock issued for financing services			6,569,000			26,000				0			6,569,000
Change in fair value of derivative liabilities			219,000			(212,000	)			0			219,000
Private placement costs			0			104,000
Loss on extinguishment of debt			286,000			287,000
Loss on extinguishment of debt, net										0			286,000
Changes in operating assets and liabilities:
Accounts receivable			8,000			(1,000	)			11,000			8,000
Prepaid expenses			(6,000	)		(1,000	)			4,000			(6,000	)
Accounts payable and accrued expenses			(1,000	)		164,000				75,000			(1,000	)
Accrued interest			144,000			264,000				192,000			144,000
Operating lease liability			(25,000	)		(23,000	)			(27,000	)		(25,000	)
Net cash used in operating activities			(1,271,000	)		(790,000	)			(2,321,000	)		(1,271,000	)

Cash flows from investing activities:
Purchases of property and equipment										(36,000	)		0
Net cash used in investing activities										(36,000	)		0

Cash flows from financing activities:
Proceeds from sale of common stock			2,767,000			0
Proceeds from convertible notes payable			0			471,000
Proceeds from issuance of common stock										940,000			2,767,000
Proceeds from notes payable			177,000			543,000				0			177,000
Proceeds from notes payable-related parties			0			10,000
Repayment of convertible note payable			0			(43,000	)			(50,000	)		0
Repayment of notes payable			(198,000	)		(144,000	)			(38,000	)		(198,000	)
Repayment of convertible notes payable-related parties			(30,000	)		0				0			(30,000	)
Repayment of notes payable-related parties			(259,000	)		0				0			(259,000	)
Net cash provided by financing activities			2,457,000			837,000				852,000			2,457,000

Net decrease in cash			1,186,000			47,000
Net increase (decrease) in cash										(1,505,000	)		1,186,000

Cash at beginning of the period			162,000			75,000				2,084,000			162,000

Cash at end of the period		$	1,348,000		$	122,000			$	579,000		$	1,348,000

Supplemental disclosure of cash flow information:
Interest paid		$	111,000		$	51,000			$	8,000		$	76,000
Income tax paid		$	0		$	0			$	1,000		$	0

Supplemental disclosure of non-cash investing and financing transactions
Fair value of derivative upon issuance of convertible debt recorded as debt discount		$	0		$	471,000
Common stock issued for conversion of notes and accrued interest		$	1,035,000		$	1,518,000			$	0		$	1,035,000
Convertible note, accrued interest, and accounts payable assumed by debt settlement obligation		$	0		$	198,000
Common shares issued upon conversion of debt settlement		$	88,000		$	98,000
Notes payable and accrued interest exchanged for financing obligation		$	0		$	684,000
Warrants issued with convertible notes		$	0		$	38,000
Common stock issued upon conversion of debt settlement									$	0		$	88,000

See accompanying notes to the condensed consolidated financial statements.

7F-5

Table of Contents

~~StrikeForce~~Zerify, Inc.

(formerly known as Strikeforce Technologies, Inc.)

Notes to the Condensed Consolidated Financial Statements

Three and six months ended June 30, ~~2021~~2022 and ~~2020~~

~~(Unaudited)~~2021

Note 1 - Organization and Summary of Significant Accounting Policies

Zerify, Inc. (formerly known as StrikeForce Technologies, Inc.) (the “Company”) is a software development and services company that offers a suite of integrated computer network security products using proprietary technology. The Company’s operations are based in Edison, New Jersey.

On April 26, 2022, the Company applied for the Zerify trademark. ZERIFY™ which is intended to cover the categories of downloadable or recorded computer software for encryption; downloadable or recorded computer software for cyber security assessment and protection; anti-spyware software; downloadable or recorded computer application software for mobile devices, namely, software for protecting people from identity theft; downloadable or recorded computer software for guarding users of computers and remote access devices from identity theft, featuring various software tools, namely, anti-keyboard logger and keyboard stroke encryption.

On June 14, 2022, the Board of Directors and holders of a majority of the voting power approved a resolution to change the Company’s name from StrikeForce Technologies, Inc. to Zerify, Inc. The Board of Directors believes that the name change will better reflect the business plans of the Company reflected in the current cyber security software products and in the name Zerify which emphasizes the Company’s mission to ensure Zero-Trust for the most secure collaborative communications and that every participant is verified prior to entering a video conference.

On August 1, 2022, pursuant to the approval from FINRA, our Common Stock is now quoted on the OTCQB Market under the symbol “ZRFY” (formerly “SFOR”).

Basis of ~~Presentation~~-~~Unaudited Interim Financial Information~~presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results of operations for the six months ended June 30, ~~2021~~2022 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, ~~2021.~~2022. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, ~~2020~~2021 and notes thereto contained in the Annual Report on Form 10-K of the Company as filed with the SEC on April ~~13, 2021.~~14, 2022.

The condensed consolidated financial statements include the accounts of the Company and its subsidiary, BlockSafe Technologies, Inc. (“BST”). BST is owned 49% by the Company and 31% by three executive officers of the Company. BST meets the definition of a variable interest entity (“VIE”) and based on the determination that the Company is the primary beneficiary of ~~BST,~~BST. BST’s operating results, assets and liabilities are consolidated by the Company. Intercompany balances and transactions have been eliminated in consolidation.

At June 30, ~~2021,~~2022, noncontrolling interests represents 51% of BST that the Company does not directly own. The Company and BST have a management agreement pursuant to which BST shall remit a management fee of $36,000 per month to the Company, and when BST reaches a milestone of $1,000,000 in financing, an additional management fee of $5,000,000 shall be owed to the Company, payable monthly over three years. The management fee is ~~currently~~ eliminated in consolidation. At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the amount of VIE cash on the accompanying condensed consolidated balance ~~cash~~sheets can be used only to settle obligations of BST, and the amounts of VIE accounts payable, VIE Notes Payable, VIE Accrued Interest, and VIE Financing Obligation have no recourse to the general credit of the Company.

Going Concern

We have yet to establish any history of profitable operations. During the six months ended June 30, 2022, the Company incurred a net loss of $5,730,000 and used cash in operating activities of $2,321,000, and at June 30, 2022, the Company had a stockholders’ deficit of $13,252,000. In addition, we are in default on notes payable and convertible notes payable in the aggregate amount of $2,829,000. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report published on our December 31, 2021 year-end financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern.

Management estimates that the current funds on hand will be sufficient to continue operations through the next six months. Our ability to continue as a going concern is dependent upon our ability to continue to implement our business plan. Currently, management is attempting to increase revenues by selling through a channel of distributors, value added resellers, strategic partners and original equipment manufacturers. While we believe in the viability of its strategy to increase revenues, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to increase our customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, if needed, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

COVID-19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, customers, economies, and financial markets globally. It has also disrupted the normal operations of many businesses. This outbreak could decrease spending, adversely affect demand for the Company’s products, and harm the Company’s business and results of operations.

During the six months ended June 30, ~~2021~~2022 and the year ended December 31, ~~2020,~~2021, the Company believes the COVID-19 pandemic did impact its operating results. For the six months ended June 30, 2022 and the year ended December 31, ~~2020,~~2021, sales to customers decreased by ~~73%~~50% and 7%, respectively, as compared to the prior year. However, the Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity.

F-6

Table of Contents

The Company has been following the recommendations of health authorities to minimize exposure risk for its team members during the pandemic, including the temporary closure of its corporate office and having team members work remotely. During the second quarter of 2021, the Company reopened its corporate office while continuing to adhere to the guidelines issued by health authorities. Many customers and vendors have transitioned to electronic submission of invoices and payments.

~~Reverse Split~~

On June 25, 2020, the Company completed a 1:500 reverse stock split of its issued and outstanding shares of common stock and all fractional shares were rounded up. All share and per share amounts have been adjusted retroactively to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented.

~~Table of Contents~~

~~Going Concern~~

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the six months ended June 30, 2021, the Company incurred a net loss of $14,989,000 and used cash in operating activities of $1,271,000 and at June 30, 2021, the Company had a stockholders’ deficit of $12,428,000. Also, at June 30, 2021, the Company is in default on notes payable and convertible notes payable in the aggregate amount of $3,407,000. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2020 financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

At June 30, 2021, the Company had cash on hand in the amount of $1,348,000. Management estimates that the current funds on hand will be sufficient to continue operations through the next nine months. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan. Currently, management is attempting to increase revenues by selling through a channel of distributors, value added resellers, strategic partners and original equipment manufacturers. While the Company believes in the viability of its strategy to increase revenues, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, and other factors that management believes to be reasonable. In addition, the Company has considered the potential impact of the pandemic, as well as certain macroeconomic factors, including inflation, rising interest rates, and recessionary concerns, on its business and operations.

Significant estimates include those related to accounting for financing obligations, assumptions used in valuing stock instruments issued for services, assumptions used in valuing derivative liabilities, the valuation allowance for deferred tax assets, and the accrual of potential liabilities. Actual results could differ from those estimates.

Revenue Recognition

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

The Company’s revenue consists of revenue from sales and support of our software products. Revenue primarily consists of sales of software licenses of our ProtectID®, GuardedID®, MobileTrust® and SafeVchat™ products. The Company ~~usually~~ recognizes subscription revenue over a one-month period based on a typical monthly renewal cycle in accordance with its customer agreement terms. For service contracts, the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered.

The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining customer contracts.

Cost of revenue includes direct costs and fees related to the sale of our products.

~~Table of Contents~~

The following tables present our revenue disaggregated by major product and service lines:

	Three months ended				Three months ended
	June 30, 2021		June 30, 2020		June 30, 2022		June 30, 2021
Software	$	64,000	$	49,000	$	24,000	$	64,000
Service		3,000		2,000		0		3,000
Total revenue	$	67,000	$	51,000	$	24,000	$	67,000

	Six months ended				Six months ended
	June 30, 2021		June 30, 2020		June 30, 2022		June 30, 2021
Software	$	109,000	$	108,000	$	56,000	$	109,000
Service		4,000		3,000		0		4,000
Total revenue	$	113,000	$	111,000	$	56,000	$	113,000

Fair Value of Financial Instruments

The Company follows the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level ~~1-Quoted~~1—Quoted prices in active markets for identical assets or liabilities.

Level ~~2-Inputs,~~2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level ~~3-Unobservable~~3—Unobservable inputs based on the ~~Company's~~Company’s assumptions.

The Company is required to use of observable market data if such data is available without undue cost and effort.

The Company believes the carrying amounts reported in the balance sheet for accounts receivable, accounts payable, accrued expenses, convertible notes, and notes payables approximate fair values because of the short-term nature of these financial instruments.

F-7

~~As of December 31, 2020, the Company’s balance sheet included Level 2 liabilities comprised of the fair value of embedded derivative liabilities of $163,000 (see Note 8).~~

Table of Contents

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company evaluates embedded conversion features within its convertible debt to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative. The fair value of the embedded derivatives are determined using ~~Monte Carlo simulation~~the trinomial/binomial valuation method at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. All outstanding derivative financial instruments were extinguished during fiscal year 2021.

Stock-Based Compensation

The Company periodically issues stock options, warrants, and shares of common stock as share-based compensation to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on FASB ASC 718, Compensation -– Stock Compensation (Topic 718) whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.

The fair value of the Company’s stock options and warrants are estimated using the Black-Scholes-Merton ~~Option Pricing~~option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton ~~Option Pricing~~option pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

~~Table of Contents~~

Loss per Share

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive:

	Six months ended				Six months ended
	June 30, 2021		June 30, 2020		June 30, 2022		June 30, 2021
Options to purchase common stock		40,633,001		633,000		83,133,001		40,633,001
Warrants to purchase common stock		14,965,221		150,575		68,375,757		14,965,221
Convertible notes		21		8,031,979		21		21
Convertible Series B Preferred stock		1,040,756		387,984		2,347,752		1,040,756
Total		56,638,999		9,203,538		153,856,531		56,638,999

Concentrations

For the six months ended June 30, 2022, sales to two customers comprised 42% and 30% of revenues. For the six months ended June 30, 2021, sales to three customers comprised 39%, 31% and 16% of ~~revenues, respectively. For the six months ended~~revenues. At June 30, ~~2020, sales to~~2022, two customers comprised ~~65%~~61% and ~~12% of revenues, respectively. At June 30, 2021, two customers comprised 62% and 12%~~16% of accounts ~~receivable, respectively.~~receivable.

The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. At June 30, ~~2021,~~2022, the Company had cash deposits that exceeded the federally insured limit of $250,000 per account. The Company believes that no significant concentration of credit risk exists with respect to its cash balances because of its assessment of the creditworthiness and financial viability of the financial institution.

Segments

The Company operates in one segment for the development and distribution of our software products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base, single sales team, marketing department, customer service department, operations department, finance and accounting department to support its operations and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.

F-8

Table of Contents

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). ~~ASU 2016-13 requires~~The standard significantly changes how entities ~~to use a forward-looking~~will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on ~~current~~ expected ~~credit losses (“CECL”)~~rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impactretained earnings as of the ~~new guidance and related codification improvements will be material to its financial position, results~~beginning of ~~operations and cash flows.~~

~~In August 2020,~~ the ~~FASB issued ASU No. 2020-06,~~ ~~Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts~~first reporting period in ~~Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.~~ ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the ~~premiums are recorded as paid-in capital. ASU 2020-06 also amends the~~ guidance ~~for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions.~~is effective. As a small business filer, ASU 2020-06 will be effective January 1, 2024, for the ~~Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year.~~Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Management is currently ~~evaluating~~assessing the ~~effect~~impact of ~~the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact~~adopting this standard on the Company’s ~~accounting for its convertible debt instruments as they are not considered indexed to the Company’s own stock. The effect will largely depend on the composition~~financial statements and ~~terms of the financial instruments at the time of adoption.~~related disclosures.

~~Table of Contents~~

In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), ~~Debt-Modifications~~Debt - Modifications and Extinguishments (Subtopic 470-50), ~~Compensation-Stock~~Compensation - Stock Compensation (Topic 718), and Derivatives and ~~Hedging-Contracts~~Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding ~~Equity-Classified~~Equity – Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force).”. The ASU ~~2021-04 provides clarification and reduces diversity in~~addresses how an ~~issuer’s accounting~~issuer should account for modifications or ~~exchanges~~an exchange of freestanding ~~equity-classified~~ written call options ~~(such~~classified as ~~warrants)~~equity that ~~remain equity classified after modification or exchange. An issuer measures~~is not within the ~~effect~~scope of ~~a modification or exchange as~~another Topic. For both public and private companies, the ~~difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange.~~ ASU 2021-04 introduces a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective ~~for all entities~~ for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption2021. Transition is ~~permitted for all entities, including adoption in an interim period. If an entity elects to~~prospective. The Company has elected early ~~adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The~~ adoption of ASU ~~2021-04 is not expected to have a material impact on the Company’s financial statements or disclosures.~~2021-04.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the ~~Company's~~Company’s present or future consolidated financial statements.

Note 2 - Convertible Notes Payable

Convertible notes payable consisted of the following:

	June 30, 2022		December 31, 2021
Secured
(a) Convertible notes due to AL-Bank	$	453,000	$	503,000

Unsecured
(b) Convertible notes with fixed conversion features, in default		895,000		895,000
Total Convertible notes, net of discount	$	1,348,000	$	1,398,000

June 30,
2021

December 31,
2020

Secured

(a) DART/Citco Global, in default

$ 543,000

$ 543,000

Unsecured

(b) Convertible notes with fixed conversion prices, in default

895,000

895,000

(c) Convertible notes with adjustable conversion prices

0

45,000

Total convertible notes principal outstanding

1,438,000

1,483,000

Debt discount

0

(14,000 )
Convertible notes, net of discount

$ 1,438,000

$ 1,469,000

~~___________~~

	(a)	During fiscal 2005, the Company issued notes payable to DART/Citco Global in the aggregate of $543,000. The notes bear interest at an average rate of 7.5% per annum and matured in December ~~2010,~~2010. The aggregate notes are convertible toby the note holder into approximately less than one share of the Company’s common ~~shares at~~stock based on a fixed conversion price ~~of $3.25 per share, as~~ adjusted for applicable reverse stock splits ~~and secured by all of the Company’s assets.~~that occurred in prior fiscal years. In fiscal 2009, the note holders agreed to the forbearance of any interest on the notes payable to DART/Citco Global. In August 2021, the notes were assigned to Aktieselskabet Arbejdernes Landsbank (“AL-Bank”), a financing institution based in Denmark. In September 2021, the Company executed a repayment agreement with AL-Bank whereby the Company shall make monthly payments of $10,000 to AL-Bank, starting in October 2021 and ending in January 2025, for a total of $400,000. Once the payments are made in full in accordance with the repayment agreement, the remaining balance of $143,000 shall be forgiven and will be accounted at that time. At December 30, 2021, the outstanding balance of convertible notes payable amounted to $503,000.

	At	During the six months ended June 30, ~~2021 and December 31, 2020,~~2022, the ~~outstanding balance~~Company made principal payments of ~~convertible notes payable amounted to $543,000, respectively and in default.~~$50,000.

		At June 30, 2022, the outstanding balance of the secured convertible notes payable amounted to $453,000. The convertible notes payable, including accrued interest are convertible to approximately two shares of the Company’s common stock.


	(b)	During fiscals 2005 through 2007, the Company issued notes payable in the aggregate of $895,000. The notes are unsecured, bear interest at a rate starting at 8% up to 18% per annum, were due on various dates from March 2008 to March 2015, and are currently in default. The aggregate notes are convertible by the note holders into approximately less than one share of the Company’s common stock based on fixed conversion prices adjusted for applicable reverse stock ~~splits.~~splits that occurred in prior fiscal years.

		At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the outstanding balance of unsecured convertible notes payable amounted to $895,000, respectively and are deemed in default.

~~(c)~~	~~During fiscal 2020, the Company issued~~ The convertible notes payable, ~~with adjustable conversion prices for aggregate proceeds of $803,000. The notes bear~~including accrued interest ~~at 8% to 10% per annum, unsecured, and maturing between October 2020 and December 2021. At the option of the holder, the notes~~ are convertible ~~into shares of common stock of the Company at a price per share discount of 58%~~ to 70% of the market price of the Company’s common stock, as defined, for 15 to 25 days preceding a conversion notice. The Company determined that the conversion options of the convertible notes were not considered indexed to the Company’s own stock and characterized the conversion features as derivative liabilities upon issuance (see Note 10). The Company also granted warrants to certain note holders to purchase 638,000approximately thirteen shares of the Company’s common stock. As a result, the Company recorded debt discount of $803,000, to account the fair value of the derivative liabilities of $742,000, the relative fair value of the warrants granted of $53,000 and direct fees incurred of $8,000. At December 31, 2020, the outstanding balance of the notes payable amounted to $45,000 and unamortized discount was $14,000.

	During the six months ended June 30, 2021, notes payable totaling $45,000 plus unpaid interest and fees of $4,000, for a total of $49,000, were converted into 16,168,589 shares of the Company’s common stock with a fair value of $1,035,000. The Company followed the general extinguishment model to record the conversion and settlement of the debt. Notes payable, accrued interest and fees converted totaled $49,000, the related unamortized debt discount totaled ($14,000), and the derivative liability related to the conversion option of these notes, after final valuation, amounted to $382,000. The fair value of the common shares issued amounted to $1,035,000 and the difference between the total debt settled and fair value of the common shares issued amounted to $618,000 and was recorded as loss on extinguishment of debt.

	~~At June 30, 2021, the Company had no more convertible notes with adjustable conversion prices outstanding.~~

~~Table of Contents~~

Note 3 - Convertible Notes Payable -– Related Parties

In ~~previous~~prior years, the Company issued unsecured convertible notes to ~~related parties/officers~~its Chief Executive Officer (CEO) in exchange for cash and/or services rendered. The notes are unsecured and are due on December 31, 2021. The notes are unsecured, and have due dates of December 31, 2021, as amended. Certain notes payable are due to the Company’s Chief Executive Officer and have a compounded interest rate of 8% per ~~annum.~~annum and will mature on December 31, 2022, as amended. The aggregate notes are convertible by the note holders into less than one share of the Company’s common stock at fixed conversion prices adjusted for applicable reverse stock splits. As of June 30, 2022 and December 31, ~~2020,~~2021, the outstanding balance of the notes payable amounted to ~~$298,000.~~$268,000.

F-9

~~During the six months ended June 30, 2021, notes payable aggregating $30,000 were repaid. At June 30, 2021, the balance of convertible notes payable-related parties totaled $268,000.~~

Table of Contents

Note 4 - Notes Payable

Notes payable consisted of the following:

June 30,
2021

December 31,
2020

Unsecured notes

(a) Notes payable-in default

$ 1,639,000

$ 1,699,000

(b) Notes payable issued by BST-in default

330,000

475,000

(c) Note payable-PPP loans

177,000

313,000

(d) Note payable-EID loan

150,000

150,000

Secured notes payable

(e) Notes payable

35,000

128,000

Total notes payable principal outstanding

2,331,000

2,765,000

Debt discount

0

(52,000 )
Less current portion of notes payable, net of discount

(2,004,000 )

(2,250,000 )
Long term notes payable

$ 327,000

$ 463,000

	June 30, 2022			December 31, 2021
Unsecured notes
(a) Notes payable- $1,639,000 - in default	$	1,639,000		$	1,639,000
(b) Notes payable issued by BST - in default		285,000			310,000
(c) Note payable-EID loan		150,000			150,000

Secured notes payable
(d) Notes payable - in default		10,000			23,000
Total notes payable principal outstanding		2,084,000			2,122,000
Less current portion of notes payable, net of discount		(1,934,000	)		(1,972,000	)
Long term notes payable	$	150,000		$	150,000

	(a)	In previous years, the Company issued notes payable in exchange for cash. The notes are unsecured, bear interest at a rate of 8% through 14% per annum and matured starting in fiscal 2011 up to November 2021. ~~As of December 31, 2020, the outstanding balance of these notes payable amounted to $1,699,000 and unamortized debt discount of $52,000.~~

	~~During the six months ended June 30, 2021, $60,000 of the notes were paid and the Company amortized the debt discount of $52,000.~~ At June 30, 2022 and December 31, 2021, the outstanding balance of the notes payable was $1,639,000, respectively, and ~~deemed~~are in default.

~~Table of Contents~~

(b)	In fiscal 2018, the Company’s consolidated subsidiary BlockSafe, issued promissory notes in exchange for cash. The notes are unsecured, bearing interest at a rate of 8% per annum, and matured in September 2019. At December 31, ~~2020, the outstanding balance of the notes payable amounted to $475,000.~~

	During the six months ended June 30, 2021, $45,000 of the notes were paid, and a note holder agreed to exchange $100,000 of notes payable for 460,829 shares of the Company’s common stock with a fair value of $88,000 (see Note 10). As a result, the Company recognized a gain on extinguishment of debt of $12,000 to account the difference between the note payable settled and fair value of the common stock issued.

	~~At June 30,~~ 2021, the outstanding balance of the notes payable amounted to ~~$330,000~~$310,000. During the six months ended June 30, 2022, the Company made principal payments of $25,000. At June 30, 2022, the outstanding balance of the BlockSafe notes payable amounted to $285,000, and are ~~deemed~~ in default.

~~(c)~~	On April 7, 2020, the Company was granted a loan (the “PPP loan”) of $313,000, pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The PPP loan matures on April 7, 2022, bears interest at a rate of 1% per annum, with the first six months of interest deferred, is payable monthly commencing on October 2020, and was unsecured and guaranteed by the U.S. Small Business Administration (“SBA”). The loan term may be extended to April 7, 2025, if mutually agreed to by the Company and lender. The PPP loan may be prepaid at any time prior to maturity with no prepayment penalties. Funds from the PPP loan may only be used for qualifying expenses as described in the CARES Act, including qualifying payroll costs, qualifying group health care benefits, qualifying rent and debt obligations, and qualifying utilities. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses. As of December 31, 2020, outstanding balance of the PPP loan amounted to $313,000.

	~~In March 2021, the Company obtained a similar PPP loan of $177,000.~~

	~~In June 2021, the April 2020 PPP loan of $313,000 was forgiven by the SBA. Pursuant to ASC 470, Debt, the Company recorded a gain of $317,000 to extinguish the PPP loan and accrued interest of $4,000.~~

	As of June 30, 2021, outstanding balance of the PPP loan amounted to $177,000. The Company intends to apply for forgiveness of the PPP loan with respect to these qualifying expenses, however, the Company cannot assure that such forgiveness of any portion of the PPP loan will occur. As for the potential loan forgiveness, once the PPP loan is, in part or wholly, forgiven and a legal release is received, the liability would be reduced by the amount forgiven and a gain on extinguishment would be recorded. The terms of the PPP loan provide for customary events of default including, among other things, payment defaults, breach of representations and warranties, and insolvency events. The Company was in compliance with the terms of the PPP loan as of June 30, 2020.

~~(d)~~(c)	On May 15, 2020, the Company received a $150,000 loan (the “EID Loan”) from the ~~SBA~~ Small Business Administration (SBA)under the SBA’s Economic Injury Disaster Loan program. The EID Loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments of ~~$0.7~~$250 per month are deferred for ~~twelve~~twenty-four months and ~~commenced~~will commence in June ~~2021.~~2022. The EID Loan may be prepaid at any time prior to maturity with no prepayment penalties. The proceeds from the EID Loan must be used for working capital. The EID Loan contains customary events of default and other provisions customary for a loan of this type.

		Outstanding balance of the note payable as of June 30, 2022 and December 31, 2021 amounted to $150,000, respectively. The Company was in compliance with the terms of the EID loan as of June 30, ~~2021.~~2022.

~~(e)~~	(d)	In fiscal 2019 and 2020, the Company issued notes payable aggregating $468,000. The notes bear interest at a rate starting from 8% to ~~148%~~37% per annum, each agreement secured by substantially all of the assets of the Company, maturing between March 2020 and July 2021. The Company also made principal payments of $319,000, and one secured note of $21,000 was extinguished as part of a debt settlement obligation transaction. At December 31, ~~2020,~~2021, the outstanding balance of the secured note agreements was ~~$128,000.~~$23,000.

		During the six months ended June 30, ~~2021,~~2022, the Company made principal payments of ~~$93,000.~~$13,000.

		At June 30, ~~2021,~~2022, the outstanding balance of the secured notes payable was ~~$35,000. One note for $5,000 was due in July 2020~~$10,000 and is ~~past due.~~in default. The Company and the note ~~holders~~holder are in negotiations to extend the due date of the note.

~~Table of Contents~~

Note 5 - Notes Payable -– Related ~~Parties~~Party

Notes payable-related ~~parties~~party notes represent unsecured notes payable to the Company’s Chief Executive Officer (CEO) ranging in interest rates of 0% per annum to 10% per ~~annum.~~annum and will mature on December 31, 2022, as amended. The ~~notes are unsecured and the~~ outstanding balance of these notes payable at June 30, 2022 and December 31, ~~2020~~2021 amounted to ~~$952,000.~~

~~During the six months ended June 30, 2021, the Company made payments of $259,000.~~

~~At June 30, 2021, the balance of notes payable-related parties totaled~~ $693,000, ~~which are all due to the Company’s Chief Executive Officer. The notes are due on December 31, 2021.~~respectively.

Note 6 - VIE Financing Obligation

The Company is in the process of developing Coins or Tokens which are an envisioned virtual currency. In fiscal 2018, the Company’s consolidated subsidiary BlockSafe, ~~(BST),~~ issued promissory notes to unrelated parties aggregating $776,000. As part of issuance, the Company agreed to pay a financing obligation to the note holders equal to the note principal in tokens, as defined, to be issued by BlockSafe. In addition, the Company also agreed to issue tokens to an unrelated party in exchange for cash of $50,000. .

During the year ended December 31, 2019, BlockSafe agreed to issue tokens to unrelated parties in exchange for cash of $122,000. In addition, certain note holders of promissory notes issued by BlockSafe agreed to exchange $315,000 of outstanding principal and accrued interest into the financing obligation to be paid by tokens to be issued by BlockSafe.

At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the outstanding balance of financing obligations amounted to $1,263,000, respectively, to be paid in tokens, as defined. At June 30, ~~2021~~2022 and through the date of filing, ~~BST~~BlockSafe has not developed or issued any tokens and there is no assurance as to whether, or at what amount, or on what terms, tokens will be available to be issued, if ever. At June 30, ~~2021,~~2022, as the tokens do not exist, and any amounts received for tokens are not considered equity or revenue, management determined that 100% of the obligation of $1,263,000 is a liability to be settled by ~~BST,~~BlockSafe, through the issuance of tokens, or through other means if tokens are never issued.

Note 7 - Contingent Payment Obligation

On September 6, 2017, the Company entered into a litigation funding agreement with Therium Inc. (subsequently Therium Luxembourg) and VGL Capital, LLC (collectively the “Funders”). Under the agreement, the Company received $1,500,000 from the Funders to allow the Company to pursue patent enforcement actions against infringements of its patents. In exchange, the Funders are entitled to receive, after the payment of legal fees, the first $1,500,000 from the gross proceeds of any claims awarded, 10% of any additional claim proceeds until the Funders have received an additional $7,500,000, and 2.5% of any claim proceeds thereafter. The Funders shall be paid only in the event that the Company achieves recoveries of claim proceeds.

F-10

Table of Contents

At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company has reflected the $1,500,000 received from the Funders as a contingent payment obligation to be paid only if claim proceeds are recovered.

~~Note 8 - Derivative Financial Instruments~~

In prior years, the Company issued convertible notes payable whose conversion shares were not explicitly limited. As a result, the Company was unable to conclude that it had enough authorized and unissued shares available to settle the conversion option. The result was that the conversion option was bifurcated from the debt host and accounted for as a derivative liability in accordance with ASC 815, and re-measured at the end of every reporting period with the change in value reported in the statement of operations. Furthermore, since the number of shares to be issued to settle the conversion option was potentially unlimited, the Company would be unable to conclude that it has sufficient authorized and available shares to satisfy other commitments to issue shares if it did not have a sequencing policy. The Company has not adopted, documented and disclosed a sequencing approach that allows its other equity linked financial instruments and conversion options to be classified as equity if they meet the requirements of ASC 815.

The derivative liability was valued using a Monte Carlo valuation method through the assistance of a valuations specialist. The Monte Carlo valuation method uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the conversion features, and future dividends. The Monte Carlo method is used in corporate finance and mathematical finance to value and analyze (complex) instruments, portfolios and investments by simulating the various sources of uncertainty affecting their value, and then determining the distribution of their value over the range of resultant outcomes. This is usually done by help of stochastic asset models. At December 31, 2020, the balance of the derivative liabilities was $163,000.

During the six months ended June 30, 2021, the corresponding convertible notes payable were converted to equity (see Note 2 and 10). Pursuant to current accounting guidelines, the Company determined the fair value of the derivative liability one last time which amounted to $382,000 and as a result, the Company recorded a change in fair value of $219,000. The Company also extinguished the derivative liability of $382,000 as part of loss on debt extinguishment in accordance with current accounting guidelines. At June 30, 2021, the Company has no more instruments accounted as derivative liabilities.

~~Table of Contents~~

~~The fair value of the embedded derivative was determined using the following average assumptions:~~

January 2021 to
June 2021

December 31, 2020

Conversion feature:

Risk-free interest rate

0.08 %

0.09 %
Expected volatility

424 %

495%-691
%
Expected life (in years)

0.41 year

0.25 to 0.57 year

Expected dividend yield

-

-

Fair Value:

Conversion feature

$ 382,000

$ 163,000

The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected volatility is based on the historical volatility of the Company’s stock. The expected life of the conversion feature of the notes was based on the remaining terms of the related notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.

~~The following table sets forth a summary of the changes in the estimated fair value of our embedded derivative during the six months ended June 30, 2021 and 2020:~~

Six months ended
June 30, 2021

Six months ended
June 30, 2020

Fair value at beginning of period

$ 163,000

$ 1,516,000

Recognition of derivative liabilities upon initial valuation

0

535,000

Extinguishment of derivative liabilities

(382,000 )

(855,000 )
Net change in the fair value of derivative liabilities

219,000

(212,000 )
Fair value at end of period

$ 0

$ 984,000

Note 98 - Operating Lease

In January 2019, the Company entered into a noncancelable operating lease for its office headquarters office requiring payments of approximately $4,000 per month, payments increasing 3% each year, and ending on January 31, 2024. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets pursuant to ASC 842, Leases.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

Six months ended
June 30, 2021

Six months ended
June 30, 2020

Lease Cost

Operating lease cost (included in general and administration in the Company’s statement of operations)

$ 28,000

$ 28,000

Other Information

Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2021 and 2020

$ 25,000

$ 27,000

Weighted average remaining lease term - operating leases (in years)

2.6

3.8

Average discount rate - operating leases

10.0 %

10.0 %

~~Table of Contents~~

	Six months ended June 30, 2022			Six months ended June 30, 2021
Lease Cost
Operating lease cost (included in general and administration in the Company’s statement of operations)	$	28,000		$	28,000

Other Information
Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2022 and 2021	$	28,000		$	25,000
Weighted average remaining lease term – operating leases (in years)		1.6			2.6
Average discount rate – operating leases		10.0	%		10.0	%

The supplemental balance sheet information related to leases for the period is as follows:

	At June 30, 2021		At June 30, 2022
Operating leases
Long-term right-of-use assets	$	132,000	$	81,000

Short-term operating lease liabilities	$	39,000	$	56,000
Long-term operating lease liabilities		99,000		29,000
Total operating lease liabilities	$	138,000	$	85,000

Maturities of the Company’s lease liabilities are as follows:

Year Ending	Operating Leases			Operating Leases
2021 (remaining 6 months)		28,000
2022		58,000
2022 (6 months)					29,000
2023		59,000			59,000
2024		5,000			5,000
Total lease payments		150,000			93,000
Less: Imputed interest/present value discount		(13,000	)		(8,000	)
Present value of lease liabilities	$	137,000		$	85,000

Lease expenses were $28,000 and $28,000 during the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Note 109 - Stockholders’ Deficit

Common Stock

During the six months ended June 30, ~~2021,~~2022, the Company issued an aggregate of ~~157,906,140~~7,730,936 shares of its common stock ~~as follows:~~for consulting services, with a fair value of $168,000. These shares of common stock were valued based on the closing price of the Company’s common stock on the date of the issuance or the date the Company entered into the agreement related to the issuance.

	•	During the period ended June 30, 2021, pursuant to our offering under Regulation A, the Company issued 65,866,450 shares of common stock in exchange for cash of $2,767,000, net of direct fees and commission.

	•	The Company issued 701,711 shares of its common stock for services, with a fair value of $57,000. The common shares were valued at the respective date of issuances. Included in this issuance was 500,000 shares of common stock with a fair value of $36,000, for the purchase of a complimentary business, Cybersecurity Risk Solutions, LLC. At the date of acquisition, Cybersecurity Risk Solutions, LLC had nominal assets and liabilities, no revenues and limited operating history. Furthermore, the Company also determined that the acquisition did not meet the requirement of a significant acquisition pursuant to the regulations of the Securities and Exchange Commission.

	•	~~The Company issued 16,168,589 shares of common stock upon conversion of convertible notes payable and accrued interest (see Note 2).~~

	•	~~The Company issued 460,829 shares of common stock upon conversion of debt settlement (see Note 4).~~

Warrants

On May 5, 2022, we entered into Inducement Offer to Exercise Common Stock Purchase Warrants Letter Agreements (the “Exercise Agreements”) with certain of the holders of the Existing Warrants, The Special Equities Opportunity Fund, LLC and Gregory Castaldo, to purchase an aggregate of 50,000,000 shares of Common Stock (the “Exercising Holders”). Pursuant to the Exercise Agreements, the Exercising Holders and the Company agreed that, subject to any applicable beneficial ownership limitations, the Exercising Holders would exercise their Existing Warrants (the “Investor Warrants”) for shares of Common Stock underlying such Existing Warrants (the “Exercised Shares”) at a reduced exercise price of $0.02 per share of Common Stock. In order to induce the Exercising Holders to cash exercise the Investor Warrants, the Exercise Agreements provide for the issuance of new warrants to purchase up to an aggregate of 50,000,000 shares of Common Stock (the “New Warrants”), with such New Warrants to be issued in an amount equal to the number of the Exercised Shares underlying any Investor Warrants. The New Warrants are exercisable after issuance, provide for a cashless exercise provision if the shares of Common Stock underlying the New Warrants are not registered and terminate on the date that is five years following the issuance of the New Warrants. The New Warrants have an exercise price per share of $0.05. The New Warrants and the shares of Common Stock issuable upon the exercise of the New Warrants are not being registered under the Securities Act of 1933 and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933. The Exercised Shares are registered for resale on effective registration statements previously filed with the Securities and Exchange Commission.

As a result, these warrant holders exercised their warrants and the Company issued 50 million shares of common stock for cash proceeds of $940,000, net of direct fees and commission.

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In May 2022, the Company paid a warrant holder, Crown Bridge Partners, $165,000 in exchange for cancellation of two warrant agreements, from November 2019 and July 2020, for a total of 605,477 warrant shares. The Company recorded the payment as financing expense.

The table below summarizes the Company’s warrant activities for the six months ended June 30, ~~2021:~~2022:

Number of
Warrant Shares

Exercise Price
Range Per Share

Weighted Average Exercise Price

Balance, January 1, 2021

27,405,475

$
0.0045-2.90

$ 0.013132

Granted

-

-

-

Canceled/Expired

(90,909 )

-

-

Exercised

(13,333,333 )

-

-

Balance outstanding, June 30, 2021

13,981,234

$
0.0045-2.90

$ 0.013132

Balance exercisable, June 30, 2021

13,981,234

$
0.0045-2.90

$ 0.013132

~~Table of Contents~~

During the six months ended June 30, 2021, pursuant to the terms of the warrant grant, 13,333,333 warrant shares were exercised on a cashless basis in exchange for 12,349,726 shares of common stock. In addition, 90,909 warrant shares granted to a financing entity in fiscals 2019 and 2020 as part of a financing transaction was exercised. As a result of the exercise, the Company issued 45,150,500 shares of common stock with a fair value of $6,569,000. The common shares issued were valued at the date of issuance and recorded as a finance cost.

	Number of Warrant Shares			Exercise Price Range Per Share		Weighted Average Exercise Price

Balance, January 1, 2022		68,981,234		$	0.0045-2.90	$	0.042647
Granted		50,000,000			0.05		0.05
Canceled/Expired		(605,477	)	0.085-2.90			1.49
Exercised		(50,000,000	)		0.02		0.02
Balance, June 30, 2022		68,375,757		$	0.0045-0.75	$	0.041562

Balance outstanding and exercisable, June 30, 2022		68,375,757		$	0.0045-0.75	$	0.041562

At June 30, ~~2021,~~2022, the intrinsic value of the warrants amounted to ~~$586,000.~~$207,000.

The following table summarizes information concerning outstanding and exercisable warrants as of June 30, ~~2021:~~2022:

		Warrants Outstanding and Exercisable							Warrants Outstanding and Exercisable
Range of Exercise Prices	Range of Exercise Prices	Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Range of Exercise Prices	Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price

$	0.0045		13,349,242		4.00	$	0.0045	0.0045		13,333,333		4.00	$	0.0045

$	0.085		588,235		4.00	$	0.085	0.05		55,000,000		5.00	$	0.05

$	0.75		26,515		3.00	$	0.75	0.75		42,424		3.00	$	0.75

$	2.90		17,242		3.00	$	2.90	0.0045 - $0.75		68,375,757		4.00	$	0.041562

$	0.0045 - $2.90		13,981,234		4.00	$	0.013132

Note ~~11 -~~10 – Stock Options

The table below summarizes the Company’s stock option activities for the six months ended June 30, ~~2021:~~2022:

Number of
Options Shares

Exercise Price
Range Per Share

Weighted Average Exercise Price

Balance, January 1, 2021

58,133,001

$
0.005-1,121,250,000

$ 0.03704

Granted

-

-

-

Exercised

(17,500,000 )

$
0.005

$ 0.005

Expired

-

-

-

Balance outstanding, June 30, 2021

40,633,001

$
0.005-1,121,250,000

$ 0.05084

Balance exercisable, June 30, 2021

40,633,001

$
0.005-1,121,250,000

$ 0.05084

~~Table of Contents~~

	Number of Options Shares		Exercise Price Range Per Share		Weighted Average Exercise Price

Balance, January 1, 2022		83,133,001	0.005-1,121,250,000		$	0.0274

Granted		-		-		-
Exercised		-		-		-
Expired		-		-		-
Balance outstanding, June 30, 2022		83,133,001	$	0.005-1,121,250,000	$	0.0274
Balance exercisable, June 30, 2022		83,133,001	$	0.005-1,121,250,000	$	0.0274

At June 30, ~~2021,~~2022, the intrinsic value of outstanding options was ~~$1,940,000.~~

In February 2021, 12,250,000 unvested options granted in fiscal 2020 were modified and such options became fully vested. Pursuant to current accounting guidelines, the Company remeasured the fair value of these options and determined their fair value to be $3,675,000 and was recorded as stock compensation expense.$263,000.

During the period ended June 30, ~~2021,~~2022, the Company ~~recorded additional~~recognized stock compensation expense of ~~$2,712,000~~$2,959,000 to account for ~~options granted in~~ the ~~prior year~~fair value of stock options that vested. ~~In addition, the Company also issued 17,208,335 shares of the Company’s common stock upon cashless exercise of 17,500,000 options.~~

The following table summarizes information concerning the Company’s stock options as of June 30, ~~2021:~~2022:

		Options Outstanding						Options Exercisable							Options Outstanding						Options Exercisable
Range of Exercise Prices	Range of Exercise Prices	Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Range of Exercise Prices	Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price

$	1,121,250,000		1		2	$	1,121,250,000		1		2	$	1,121,250,000	1,121,250,000		1		2	$	1,121,250,000		1		1	$	1,121,250,000
$	0.005		40,000,000		10	$	0.005		40,000,000		10	$	0.005	2.85		126,000		7		2.85		126,000		6		2.85
$	2.85		126,000		7	$	2.85		126,000		7	$	2.85	3.125		392,000		6		3.125		392,000		5		3.125
$	2.05		115,000		9	$	2.05		115,000		9	$	2.05	2.05		115,000		9		2.05		115,000		8		2.05
$	3.125		392,000		6	$	3.125		392,000		6	$	3.125	0.0375		65,000,000		10		0.0375		65,000,000		10		0.0375
$	0.0041 - 975,000,000		40,633,001		6.8	$	0.05084		40,633,001		6.8	$	0.05084	0.005		17,500,000		10		0.005		17,500,000		10		0.005
$														0.005 – 1,121,250,000		83,133,001		6.8	$	0.03704		83,133,001		6.8	$	0.0274

Note ~~12 -~~11 – Subsequent Events

Subsequent to June 30, ~~2021,~~2022, the Company issued ~~77,155 shares~~notes payable aggregating $275,000. The notes bear interest at a rate starting from 4% to 57% per annum, each agreement secured by substantially all of ~~common stock for services with a fair value~~the tangible and intangible assets of ~~$4,000.~~

~~Subsequent to June 30, 2021,~~ the Company, ~~issued 13,557,693 shares of common stock upon cashless exercise of 15,000,000 options.~~

~~Subsequent to June 30, 2021, the Company issued 3,700,000 shares of its common stock to investors for cash proceeds of $176,000, net of fees~~ and ~~commission, pursuant to the May 2021 registered Offering Circular.~~maturing starting January 2024 through July 2024.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Included in this interim report are ~~"forward-looking"~~“forward-looking” statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ~~("PSLRA"~~(“PSLRA”) as well as historical information. Some of our statements under ~~"Business”~~“Business”, ~~"Properties”~~“Properties”, ~~"Legal~~“Legal Proceedings”, ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations”,"” the Notes to Condensed Consolidated Financial Statements” and elsewhere in this report constitute ~~"forward-looking statements"~~“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled ~~"Risk~~“Risk Factors."” Forward-looking statements include those that use forward-looking terminology, such as the words ~~"anticipate," "believe," "estimate," "expect," "intend," "may," "project," "plan," "will," "shall," "should,"~~“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and we cannot assure you that actual results will be consistent with these forward-looking statements. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.

Such risks include, among others, the following: international, national and local general economic and market conditions: our ability to sustain, manage or forecast our growth; material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the current inflation rate and supply chain disruptions; the implications and consequences of the COVID-19 pandemic on our business and on our clients’ business and on the effectiveness and distributions of ~~recently announced~~ vaccines and boosters, domestically and internationally, to limit the impact of COVID-19, and ~~changes~~the transitioning from a pandemic to ~~mask mandate policies;~~an endemic; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this filing.

Consequently, all the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed or published, to reflect the occurrence of unanticipated events or otherwise.

Unless otherwise noted, references in this Form 10-Q to ~~“StrikeForce”~~“Zerify”, “we”, “us”, “our”~~, “SFT”~~, “our company”, and the “Company” means ~~StrikeForce Technologies,~~Zerify, Inc., a Wyoming corporation.

Background

We are a software development and services company that offers a suite of integrated computer network security products using proprietary technology. Our ongoing strategy is developing and marketing our suite of network security products to the corporate, financial, healthcare, legal, government, technology, insurance, e-commerce and consumer sectors. We plan to continue to grow our business primarily through our expanding sales channel and internally generated sales, rather than by acquisitions. We hold a 49% interest in BlockSafe Technologies, Inc., and ~~as of April 2021 of this quarter, we hold~~ a 100% interest in Cybersecurity Risk Solutions, LLC.

On April 26, 2022, the Company applied for the Zerify trademark. ZERIFY™. The trademark registration is intended to cover the categories of downloadable or recorded computer software for encryption; downloadable or recorded computer software for cyber security assessment and protection; anti-spyware software; downloadable or recorded computer application software for mobile devices, namely, software for protecting people from identity theft; downloadable or recorded computer software for guarding users of computers and remote access devices from identity theft, featuring various software tools, namely, anti-keyboard logger and keyboard stroke encryption.

On June 14, 2022, the Board of Directors and holders of a majority of the voting power approved a resolution to change our name from StrikeForce Technologies, Inc. to Zerify, Inc.

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The Board of Directors believes that the reason for the name change, among other reasons, is that it will better reflect the business plans of the Company reflected in the current cyber security software and in the name Zerify which emphasizes the Company’s mission to ensure Zero-Trust for the most secure collaborative communications and that every participant is verified prior to entering a video conference. Learn more at www.zerify.com (which website is expressly not incorporated into this Information Statement)

On August 1, 2022, pursuant to the approval from FINRA, our Common Stock is now quoted on the OTCQB Market under the symbol “ZRFY” (formerly “SFOR”).

Our executive office is located at 1090 King Georges Post Road, Suite 603, Edison, NJ 08837. Our telephone number is (732) 661-9641. At June 30, 2022, we had 15 employees. Our Company’s website is www.zerify.com (we are not including the information contained in our website as part of, nor should the information be relied upon or incorporated by reference into, this report on Form 10-Q).

COVID-19

In March 2020, the World Health Organization declared the spread of COVID-19 a pandemic. This outbreak continues to spread throughout the U.S. and around the world. As a result, authorities continue to implement numerous measures to try to contain the virus, including restrictions on travel, quarantines, shelter-in-place orders, business restrictions and complete shutdowns. We are not considered an “essential business” due to the industries and customers we serve. As of, and subsequent to, June 30, ~~2021,~~2022, we have been following the recommendations of the CDC and state/local health authorities to minimize exposure risk for our team members during the pandemic, including the temporary closure of our corporate office and having our team members work remotely. During the second quarter of 2021, we reopened our corporate office while continuing to adhere to the guidelines issued by health authorities. Many customers and vendors have transitioned to electronic submission of invoices and payments. The COVID-19 pandemic has resulted in longer response times from potential new customers and certain existing customers. We cannot anticipate the effect that the impairments caused by the COVID-19 pandemic will have on our fiscal ~~2021~~2022 or 2023 results, or the effectiveness and distributions of vaccines, boosters, and their distribution in ~~2021~~2022 and ~~changes~~2023, or the consequences of transitioning from a pandemic to ~~mask mandate policies.~~an endemic. The pandemic has significantly impacted the economic conditions both in the United States and worldwide, with accelerated effects through the date of this ~~Quarterly Report,~~report, as federal, state and local governments react to the public health crisis, creating significant uncertainties in both the worldwide and the United States economies. The situation is rapidly changing, including the onset of the ~~current fourth wave~~ongoing subsequent waves of the virus caused by the ~~Delta variant and the~~ possibility of ~~other~~various variants over time, and additional impacts to our business may arise that we are not aware of currently. We cannot predict whether, when or the manner in which, the conditions surrounding COVID-19 will change including the timing of lifting any restrictions or office closure requirements. We will continue to evaluate the nature and extent of COVID-19’s impact to our business, consolidated results of operations, financial condition and liquidity, and our results presented herein are not necessarily indicative of the results to be expected for future ~~periods~~periods.

During the six months ended June 30, 2022, we believe the COVID-19 pandemic did impact our operating results as sales to customers were down 50% as compared from the six months ended June 30, 2021. However, we have not observed any impairments of our assets or a significant change in ~~2021~~the fair value of our assets due to the COVID-19 pandemic. At this time, it is not possible for us to predict the duration or ~~beyond.~~magnitude of the adverse results of the outbreak and its effects on our business or results of operations, financial condition, or liquidity.

We have been following the recommendations of health authorities to minimize exposure risk for our team members, including the temporary closure of our corporate office and having team members work remotely. Most customers and vendors have transitioned to electronic submission of invoices and payments.

Management believes that cyber security is a growing requirement as the pandemic continues, and that more people are working or, as businesses reopen at their physical location, we continue to work remotely as well as using digital forms on a regular basis. Consequently, the market demand, in our estimation, is increasing. However, our ~~Company~~company is also experiencing the impact of the ongoing pandemic. Currently our management ~~has limited business operating~~is not working from our office location and ~~this~~it impedes our ability to take full advantage of the increasing market demand. Many of our current clients have experienced a dramatic slowdown in their business, limiting their ability to have the resources to pay for our services. We still ~~produce~~generate revenues and we anticipate, but cannot guarantee, we will have the resources to advance our video conferencing tool, SafeVchat™ and PrivacyLoK™, ~~which~~that provides authentication and ~~security~~encryption (using our existing products), for which we believe there will ~~have gained acceptance~~be great interest in the market. ~~Currently, we have companies doing beta testing.~~ During the six months ended June 30, 2022 and the year ended December 31, 2021, we earned revenues of ~~$36,000~~$6,000 and $74,000, respectively, from Zerify™ Meet (formerly SafeVchat™) , Zerify™ Defender and Zerify™ API (formerly PrivacyLoK™) and overall revenues of ~~$113,000. We believe, but cannot guarantee,~~$56,000 and $193,000, respectively.

Downturns in economic conditions, or other macroeconomic factors more generally, including inflation, could have adverse effects on our results of operations.

While we make our strategic planning decisions based on the assumption that the markets we are targeting will grow in the long term, our ~~sales, partly~~business is dependent, in large part on, and directly affected by, business cycles and other factors affecting the economy generally. Our industry depends on general economic conditions and other factors, including consumer spending and preferences, changes in inflation rates, supply chain issues and impediments should they arise for us, as ~~a consequence~~the U.S. and various other major economies are now experiencing, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements, and political volatility, especially in cybersecurity growth markets.

In addition, the outbreak of hostilities between Russia and Ukraine and global reactions thereto have increased U.S. domestic and global energy prices. Oil supply disruptions related to the ~~new work environment created~~Russia-Ukraine conflict, and sanctions and other measures taken by the ~~pandemic~~U.S. and ~~the need~~its allies, could lead to higher costs for ~~our products, will significantly increase~~gas, food, and goods in the ~~remainder of 2021~~U.S. and ~~continue that substantial growth into 2022.~~

~~On November 13, 2020, our filing of an Offering Circular~~other geographies and exacerbate the inflationary pressures on ~~Form 1-A, pursuant to Regulation A (File Number: 024-11267) was qualified by~~ the Securities and Exchange Commission. We registered 668,449,198 shares of common stock for maximum proceeds of $2,315,000 (after deducting the maximum broker discount and costs of the offering). As of June 30, 2021, the offering was fully subscribed as we accepted the subscriptions for an aggregate of 474,453,653 shares of common stock for full satisfaction of the entire offering of $2,500,000 (of which we received $2,315,000). We announced the closing of the offeringworldwide economy, with potentially adverse impacts on our ~~Current Report~~customers and on ~~Form 8-K as filed on February 8, 2021.~~

~~On May 11, 2021,~~ our ~~filing~~business, results of ~~an Offering Circular on Form 1-A, pursuant to Regulation A (File Number: 024-11512) was qualified by the Securities~~operations and Exchange Commission. We registered 150,000,000 shares of common stock for maximum proceeds of $7,065,000 (after deducting the maximum broker discount and costs of the offering). During the six months ended June 30, 2021, we issued 27,750,000 shares of common stock to investors for cash proceeds of $1,318,000, net of fees and commission, pursuant to the May 2021 Offering Circular. Subsequent to June 30, 2021, we issued 3,700,000 shares of common stock to investors for cash proceeds of $176,000, net of fees and commission, pursuant to the May 2021 Offering Circular.

We finished development of our SafeVchat™ Secure Video Conferencing and PrivacyLoK™ products at the end of 2020 and deployed SafeVchat™ beta testing by some by our clients and individuals through our resellers. SafeVchat™, in management’s estimation, is one of the most secure video conferencing products on the market. PrivacyLoK™ adds security to all video conferencing tools and runs in conjunction with other applications on the same computer. We anticipate, but cannot guarantee, increased revenues from SafeVchat™ and PrivacyLoK™ in 2021 and beyond.

Our executive office is located at 1090 King Georges Post Road, Suite 603, Edison, NJ 08837. Our telephone number is (732) 661-9641. We have 11 employees. Our Company’s website is www.strikeforcetech.com (we are not including the information contained in our website as part of, nor should the information be relied upon or incorporated by reference into, this report on Form 10-Q).financial condition.

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Results of Operations

FOR THE THREE MONTHS ENDED JUNE 30, ~~2021~~2022 COMPARED TO THE THREE MONTHS ENDED JUNE 30, ~~2020~~2021

Revenues for the three months ended June 30, ~~2021~~2022 were ~~$67,000~~$24,000 compared to ~~$51,000~~$67,000 for the three months ended June 30, ~~2020, an increase~~2021, a decrease of ~~$16,000~~$43,000 or ~~31.4%~~64.2%. The ~~increase~~decrease in revenues was primarily due to a decrease in revenues relating to our ~~SafeVchat™ product, despite the~~ProtectID®, GuardedID® and MobileTrust® and Zerify™ Meet products, as affected by impairments related to the economic consequences of the COVID-19 pandemic. Revenues are derived from software ~~key fobs~~ and services.

Cost of revenues for the three months ended June 30, ~~2021~~2022 was ~~$8,000~~$12,000 compared to ~~$7,000~~$8,000 for the three months ended June 30, ~~2020,~~2021, an increase of ~~$1,000~~$4,000 or ~~14.3%~~50.0%. The increase in cost of revenues was primarily due to an increase in the fees related to our product offerings. Cost of revenues are fees and key fobs related to our revenues, and as a percentage of total revenues for the three months ended June 30, ~~2021~~2022 was ~~11.9%~~50.0% compared to ~~12.8%~~11.9% for the three months ended June 30, ~~2020.~~2021.

Research and development expenses for the three months ended June 30, ~~2021~~2022 were ~~$129,000~~$157,000 compared to ~~$124,000~~$129,000 for the three months ended June 30, ~~2020,~~2021, an increase of ~~$5,000~~$28,000 or ~~4.8%~~21.7%. The increase was primarily due to the overall increase in salaries and benefits of the personnel conducting research and development. The salaries, benefits and overhead costs of personnel conducting research and development of our software products primarily comprises our research and development expenses.

Compensation, professional fees, and selling, general and administrative (collectively, “SGA”) expenses for the three months ended June 30, ~~2021~~2022 were ~~$1,820,000~~$2,451,000 compared to ~~$538,000~~$1,820,000 for the three months ended June 30, ~~2020,~~2021, an increase of ~~$1,282,000~~$631,000 or ~~238%~~34.7%. The increase was due primarily to ~~an increase~~increases in employee stock-based compensation, compensation/benefits expenses and professional fees. SG&A expenses consist primarily of salaries, benefits and overhead costs for executive and administrative personnel, insurance, fees for professional services, including consulting, legal, and accounting fees, plus travel costs and non-cash stock compensation expense for the issuance of stock options to employees and other general corporate expenses.

For the three months ended June 30, ~~2021,~~2022, other expense was ~~$3,153,000~~$266,000 as compared to other expense of ~~$547,000~~$3,153,000 for the three months ended June 30, ~~2020, an increase~~2021, a decrease in other expense of ~~$2,606,000,~~$2,887,000, or ~~476%~~916%. The ~~increase~~decrease was primarily due to ~~increases~~decreases in financing ~~costs,~~expense, interest expense, debt discount amortization, and the change in the fair value of derivative liabilities, offset by ~~decreases~~an increase in the loss on debt ~~discount amortization.~~extinguishment. Our company’s derivative liabilities were fully extinguished in fiscal 2021.

Our net loss for the three months ended June 30, ~~2021~~2022 was ~~$5,043,000~~$2,862,000 compared to ~~$1,165,000~~$5,043,000 for the three months ended June 30, ~~2020, an increase~~2021, a decrease of ~~$3,878,000,~~$2,181,000, or ~~333%~~43.3%. The ~~increase~~decrease was primarily due to decreases in financing expense, interest expense, debt discount amortization, and the change in the fair value of derivative liabilities, offset by increases in the loss on debt extinguishment, employee stock-based compensation, compensation/benefits expenses and professional ~~fees and financing costs, offset by decreases in debt discount amortization.~~fees.

FOR THE SIX MONTHS ENDED JUNE 30, ~~2021~~2022 COMPARED TO THE SIX MONTHS ENDED JUNE 30, ~~2020~~2021

Revenues for the six months ended June 30, ~~2021~~2022 were ~~$113,000~~$56,000 compared to ~~$111,000~~$113,000 for the six months ended June 30, ~~2020, an increase~~2021, a decrease of ~~$2,000~~$57,000 or ~~1.8%~~50.4%. The ~~increase~~decrease in revenues was primarily due to a decrease in revenues relating to our ~~SafeVchat™ product, despite the~~ProtectID®, GuardedID® and MobileTrust® and Zerify™ Meet products, as affected by impairments related to the economic consequences of the COVID-19 pandemic. Revenues are derived from software ~~key fobs~~ and services.

Cost of revenues for the six months ended June 30, ~~2021~~2022 was ~~$11,000~~$22,000 compared to ~~$9,000~~$11,000 for the six months ended June 30, ~~2020.~~2021, an increase of $11,000 or 100%. The increase in cost of revenues was primarily due to an increase in the fees related to our product offerings. Cost of revenues are fees and key fobs related to our revenues, and as a percentage of total revenues for the six months ended June 30, ~~2021~~2022 was ~~9.7%~~39.3% compared to ~~8.1%~~9.7% for the six months ended June 30, ~~2020.~~2021.

Research and development expenses for the six months ended June 30, ~~2021~~2022 were ~~$274,000~~$312,000 compared to ~~$248,000~~$274,000 for the six months ended June 30, ~~2020,~~2021, an increase of ~~$26,000~~$38,000 or ~~10.5%~~13.9%. The increase was primarily due to the overall increase in salaries and benefits of the personnel conducting research and development. The salaries, benefits and overhead costs of personnel conducting research and development of our software products primarily comprises our research and development expenses.

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Compensation, professional fees, and selling, general and administrative (collectively, “SGA”) expenses for the six months ended June 30, ~~2021~~2022 were ~~$7,448,000~~$5,087,000 compared to ~~$1,047,000~~$7,448,000 for the six months ended June 30, ~~2020, an increase~~2021, a decrease of ~~$6,401,000~~$2,361,000 or ~~611%~~31.7%. The ~~increase~~decrease was due primarily to ~~an increase~~a decrease in employee stock-based compensation, offset by an increase in compensation/benefits expenses and professional fees. SG&A expenses consist primarily of salaries, benefits and overhead costs for executive and administrative personnel, insurance, fees for professional services, including consulting, legal, and accounting fees, plus travel costs and non-cash stock compensation expense for the issuance of stock options to employees and other general corporate expenses.

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For the six months ended June 30, ~~2021,~~2022, other expense was ~~$7,369,000~~$365,000 as compared to other expense of ~~$877,000~~$7,369,000 for the six months ended June 30, ~~2020, an increase~~2021, a decrease in other expense of ~~$6,492,000,~~$7,004,000, or ~~740%~~95.1%. The ~~increase~~decrease was primarily due to ~~increases~~decreases in financing ~~costs, offset by decreases in private placement costs and~~expense, interest expense, debt discount ~~amortization.~~amortization, the change in the fair value of derivative liabilities and the loss on debt extinguishment. Our company’s derivative liabilities were fully extinguished in fiscal 2021.

Our net loss for the six months ended June 30, ~~2021~~2022 was ~~$14,989,000~~$5,730,000 compared to ~~$2,070,000~~$14,989,000 for the six months ended June 30, ~~2020, an increase~~2021, a decrease of ~~$12,919,000,~~$9,259,000, or ~~624%~~61.8%. The ~~increase~~decrease was primarily due to ~~increases~~decreases in employee stock-based compensation, ~~professional fees~~financing expense, interest expense, debt discount amortization, the change in the fair value of derivative liabilities and ~~financing costs,~~the loss on debt extinguishment, offset by ~~decreases in private placement costs~~increases compensation/benefits expenses and ~~in debt discount amortization.~~professional fees.

Liquidity and Capital Resources

Our total current assets at June 30, ~~2021~~2022 were ~~$1,386,000,~~$601,000, which included cash of ~~$1,348,000,~~$579,000, as compared with ~~$203,000~~$2,121,000 in total current assets at December 31, ~~2020,~~2021, which included cash of ~~$162,000.~~$2,084,000. Additionally, we had a stockholders’ deficit in the amount of ~~$12,428,000~~$13,252,000 at June 30, ~~2021~~2022 compared to a stockholders’ deficit of ~~$14,342,000~~$11,589,000 at December 31, ~~2020.~~2021. We have historically incurred recurring losses and have financed our operations through loans, principally from affiliated parties such as our directors, and from the proceeds of debt and equity financing. We financed our operations during the six months ended June 30, ~~2021~~2022 primarily from the ~~sale of common shares~~cash balance from the year ended December 31, 2021.

In addition, we applied for ~~cash for net proceeds of $2,767,000 under the offering~~funding pursuant to ~~Regulation A ,~~the Small Business Administration program. The Paycheck Protection Program provided forgivable funding for payroll and related costs as well as some non-payroll costs. We applied for funding and we received (on April 17, 2020) funding in the amount of $313,000. In June 2021, the April 2020 PPP loan of $313,000 was forgiven by the SBA. Pursuant to ASC 470, Debt, we recorded a gain of $313,000 to extinguish the PPP loan and accrued interest of $4,000. The Economic Injury Disaster Loan provides low-interest, long-term financing. We applied for funding and received (on May 18, 2020) funding in the amount of $150,000. In March 2021, we applied for funding and were approved for a second ~~draw SBA~~round of Paycheck Protection ~~assistance~~Program forgivable financing in the amount of $177,000. In November 2021, the March 2021 PPP loan of $177,000 was forgiven by the SBA. Pursuant to ASC 470, Debt, the Company recorded a gain of $177,000 to extinguish the PPP loan and accrued interest of $1,000.

On August 12, 2022, our registration statement on Form S-1 was declared effective by the Securities and Exchange Commission. This registration statement registered 50,000,000 shares underlying certain common stock purchase warrants which, if exercised (and there is no assurance of exercise), would provide an additional source of financing for ~~$177,000.~~our company.

Concentrations

For the six months ended June 30, 2022, sales to two customers comprised 42% and 30% of revenues. For the six months ended June 30, 2021, sales to three customers comprised 39%, 31% and 16% of ~~revenues, respectively. For the six months ended~~revenues. At June 30, ~~2020, sales to~~2022, two customers comprised ~~65%~~61% and ~~12%~~16% of ~~revenues, respectively.~~accounts receivable.

The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. At June 30, ~~2021, two customers comprised 62%~~2022, the Company had cash deposits that exceeded the federally insured limit of $250,000 per account. The Company believes that no significant concentration of credit risk exists with respect to its cash balances because of its assessment of the creditworthiness and ~~12%~~financial viability of ~~accounts receivable, respectively.~~the financial institution.

Going Concern

We have yet to establish any history of profitable operations. During the six months ended June 30, ~~2021,~~2022, the Company incurred a net loss of ~~$14,989,000~~$5,730,000 and used cash in operating activities of ~~$1,271,000,~~$2,321,000, and at June 30, ~~2021,~~2022, the Company had a stockholders’ deficit of ~~$12,428,000.~~$13,252,000. In addition, we are in default on notes payable and convertible notes payable in the aggregate amount of ~~$3,407,000.~~$2,829,000. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report published on our December 31, ~~2020~~2021 year-end financial statements, and Note 1 in our unaudited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern.

~~Reverse Stock Split and Changes in Authorized Shares~~

In December 2020, a decrease of the authorized shares of our common stock from fourteen billion (14,000,000,000) to four billion (4,000,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to our Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in December 2020.

On June 25, 2020, we completed a 1:500 reverse stock split of our issued and outstanding shares of common stock and all fractional shares were rounded up. All share and per share amounts have been adjusted retroactively to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented.

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Cybersecurity Risk Solutions, LLC

On April 15, 2021, ~~StrikeForce~~we formally ~~closed~~finalized c a Member Interest Purchase Agreement in which ~~StrikeForce~~we acquired all the ~~entire~~ Member Interests of Cybersecurity Risk Solutions, LLC, a New Jersey limited liability company. In April 2021, we issued 500,000 shares of common stock with a fair value of $36,000, for the purchase of Cybersecurity Risk Solutions, LLC. At the date of acquisition, Cybersecurity Risk Solutions, LLC had nominal assets and liabilities, no revenues and limited operating history. Furthermore, ~~the Company~~we also determined that the acquisition did not meet the requirement of a significant acquisition pursuant to the regulations of the Securities and Exchange Commission.

Cybersecurity Risk Solutions, LLC is a cybersecurity firm offering cyber, privacy & data protection services including a personal cyber risk assessment, the industry’s first cyber health score, report and custom action plan, as well as ongoing vulnerability scanning, hack monitoring and dark web intelligence monitoring. For more information, go to https://SecureCyberID.com (which website is expressly not included in this filing). Will Lynch, the prior sole member of Cybersecurity Risk Solutions, LLC was hired by ~~StrikeForce~~Zerify as the Director of Channel Distribution and not as a Named Executive Officer. A Director of Channel Distribution develops, services, and grows relationships with clients. Mr. Lynch ~~will have~~has an annual salary of $100,000 and will also receive 2% net of all Channel sales. Mr. Lynch reports to our Executive Vice President and Marketing Director.

Subsequent Events

Subsequent to June 30, 2022, the Company issued notes payable aggregating $275,000. The notes bear interest at a rate starting from 4% to 57% per annum, each agreement secured by substantially all of the assets of the Company, maturing between January 2024 and July 2024.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, result of operations, liquidity or capital expenditures.

Critical Accounting Policies

Use of Estimates

Revenue Recognition

The Company’s revenue consists of revenue from sales and support of our software products. Revenue primarily consists of sales of software licenses and subscriptions of our ProtectID®, GuardedID®, MobileTrust®, PrivacyLoK™ and SafeVchat™ products. We recognize revenue from these arrangements ratably over the contractual service period. For service contracts, the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered.

Cost of revenue includes direct costs and fees related to the sale of our products.

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Share-Based Payments

The Company periodically issues stock options, warrants, and shares of common stock as share-based compensation to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on FASB ASC 718, Compensation -– Stock Compensation (Topic 718) whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.

~~Derivative Financial Instruments~~

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company evaluates embedded conversion features within its convertible debt to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative. The fair value of the embedded derivatives are determined using Monte Carlo simulation method at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Recently Issued Accounting Pronouncements

Refer to Note 1 in the accompanying consolidated financial statements.

Additional Information

You are advised to read this Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) require public companies to maintain “disclosure controls and procedures,” which are defined as controls and other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange ~~Commission's~~Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the ~~issuer's~~issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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We carried out an evaluation, with the participation of our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (CFO) of the effectiveness our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of June 30, ~~2021.~~2022. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are not effective at the reasonable assurance level due to the following material weaknesses:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us as of and for the interim period ended June 30, ~~2021.~~2022. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. Our board of directors has no independent director or member with financial expertise which causes ineffective oversight of our external financial reporting and internal control over financial reporting.

3. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

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To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Remediation of Material Weaknesses

We intend to remediate the material weaknesses in our disclosure controls and procedures identified above by adding an independent director or member with financial expertise or hiring a full-time CFO with SEC reporting experience in the future when working capital permits and by working with our independent registered public accounting firm to refine our internal procedures.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

The risk factors required pursuant to Regulation S-K, Item 503(c) are not required for smaller reporting companies. Accordingly, the Company has determined to provide particular risk factors at this time. The risks and uncertainties described below are not the only ones facing us. Other events that we do not currently anticipate or that we currently deem immaterial also may affect our results of operations and financial condition. If any events described in the risk factors actually occur, our business, operating results, prospects and financial condition could be materially harmed. In connection with the ~~forward looking~~forward-looking statements that appear in our Annual Report on Form ~~10-K~~10-K/A for the year ended December 31, ~~2020,~~2021, which was filed with the Securities and Exchange Commission on ~~April 13, 2021,~~July 18, 2022, you should also carefully review the cautionary statement referred to under “Special Note Regarding Forward Looking Statements.” The forward-looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

~~COVID-19.~~

~~We cannot, at this point, determine the extent to which COVID-19 outbreak will impact business or the economy as both are highly uncertain and cannot be predicted.~~

THE OUTBREAK OF THE CORONAVIRUS MAY NEGATIVELY IMPACT SOURCING AND MANUFACTURING OF THE PRODUCTS THAT WE SELL AS WELL AS CONSUMER SPENDING, WHICH COULD ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and could adversely affect our business, results of operations and financial condition.

In addition, we applied for funding pursuant to the Small Business Administration program. The Paycheck Protection Program provides forgivable funding for payroll and related costs as well as some non-payroll costs. We applied for funding and we received (on April 17, 2020) first draw funding in the amount of $313,000 (fully forgiven on June 10, 2021) and we received (on March 16, 2021) second draw funding in the amount of $177,000. The Economic Injury Disaster Loan provides low-interest, long-term financing. We previously applied for funding and received (on May 18, 2020) funding in the amount of $150,000. No assurances can be provided as to the adequacy of the funds received for ongoing operations in 2021 or if additional funding will be subsequently available.

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~~THE OUTBREAK OF THE COVID-19 MAY ADVERSELY AFFECT OUR CUSTOMERS.~~

Further, such risks as described above could also adversely affect our customers' financial condition, resulting in reduced spending for the merchandise we sell. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our facilities or operations of our sourcing partners. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition and results of operations.

The economic conditions arising from the pandemic have resulted in an economy that is volatile and unpredictable. Some companies are experiencing reduced revenues and in turn, as a consequence of limited cash flow, are not prepared to purchase our products. COVID-19 has led to some of our customers and potential customers being stricken with the virus causing them to not be able to work for many weeks and therefore causing delays for us in our marketing decisions. This outbreak could decrease spending, adversely affect demand for our products, and harm our business and results of operations. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak or the timing and the degree to which economic recovery will be realized post-pandemic and, consequently, its effects on our business or results of operations, financial condition, or liquidity, at this time. We cannot anticipate the effect that the impairments caused by the COVID-19 pandemic or the degree to which the economy rebounds post-pandemic will have on the last quarters of 2021 and into 2022 results, or the effectiveness and distributions of recently announced vaccines, changes to mask mandate policies, and impact of the Delta variant and other possible future variants. We will continue to evaluate the nature and extent of COVID-19’s impact to our business, consolidated results of operations, financial condition and liquidity, and our results presented herein are not necessarily indicative of the results to be expected for future years.

THE OUTBREAK OF COVID-19 HAS RESULTED IN A WIDESPREAD HEALTH CRISIS THAT COULD ADVERSELY AFFECT THE ECONOMIES AND FINANCIAL MARKETS WORLDWIDE AND COULD EXPONENTIALLY INCREASE THE RISK FACTORS DESCRIBED IN OUR PRIOR FILINGS.

SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.

ITEM 2. RECENT ISSUANCES OF UNREGISTERED SECURITIES

~~In April 2021,~~On May 5, 2022, we ~~issued a total~~entered into Inducement Offer to Exercise Common Stock Purchase Warrants Letter Agreements (the “Exercise Agreements”) with certain of ~~32,680~~the holders of the Existing Warrants, The Special Equities Opportunity Fund, LLC and Gregory Castaldo, to purchase an aggregate of 50,000,000 shares of ~~restricted common stock, valued at $2,000,~~Common Stock (the “Exercising Holders”). Pursuant to ~~a consultant~~the Exercise Agreements, the Exercising Holders and the Company agreed that, subject to any applicable beneficial ownership limitations, the Exercising Holders would exercise their Existing Warrants (the “Investor Warrants”) for ~~services provided relating to a consultant agreement.~~

~~In April 2021, we issued 500,000~~ shares of ~~common stock with~~Common Stock underlying such Existing Warrants (the “Exercised Shares”) at a ~~fair value~~reduced exercise price of ~~$36,000,~~$0.02 per share of Common Stock. In order to induce the Exercising Holders to cash exercise the Investor Warrants, the Exercise Agreements provide for the ~~purchase~~issuance of ~~a complimentary business, Cybersecurity Risk Solutions, LLC.~~

~~In April 2021, we issued 28,219,063 shares of common stock with a fair value of $3,308,000 for financing services rendered and cancellation of~~new warrants to purchase ~~56,438~~up to an aggregate of 50,000,000 shares of ~~common stock that was granted~~Common Stock (the “New Warrants”), with such New Warrants to be issued in ~~fiscal 2019.~~an amount equal to the number of the Exercised Shares underlying any Investor Warrants. The ~~common~~New Warrants are exercisable after issuance, provide for a cashless exercise provision if the shares ~~issued were valued at~~of Common Stock underlying the New Warrants are not registered and terminate on the date that is five years following the issuance of ~~issuance.~~

~~In May 2021, we sold subscriptions for $679,000, net~~the New Warrants. The New Warrants have an exercise price per share of ~~fees~~$0.05. The New Warrants and ~~commission, and issued 14,300,000~~the shares of ~~our common stock relating~~Common Stock issuable upon the exercise of the New Warrants are not being registered under the Securities Act of 1933 and are being offered pursuant to the ~~May 2021~~exemption provided in Section 4(a)(2) under the Securities Act of 1933. The Exercised Shares are registered ~~Offering Circular.~~for resale on effective registration statements previously filed with the Securities and Exchange Commission.

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~~In May 2021, we~~As a result, these warrant holders exercised their warrants and the Company issued ~~a total of 33,004~~50 million shares of ~~restricted~~ common stock ~~valued at $2,000, to a consultant~~ for ~~services provided relating to a consultant agreement.~~cash proceeds of $940,000, net of direct fees and commission.

In May ~~2021, we issued 12,349,726 shares of common stock with~~2022, the Company paid a ~~fair value of $800,000~~warrant holder, Crown Bridge Partners, $165,000 in exchange for ~~financing services rendered and~~the cancellation of ~~warrants to purchase 12,349,726 shares of common stock that was granted in fiscal 2020. The common shares issued were valued at the date of issuance.~~

~~In June 2021, we sold subscriptions~~two warrant agreements, from November 2019 and July 2020, for ~~$639,000, net of fees and commission, and issued 13,450,000 shares of our common stock relating to the May 2021 registered Offering Circular.~~

~~In June 2021, we issued~~ a total of ~~7,500 shares of restricted common stock, valued at $450, relating~~605,477 warrant shares. The Company recorded the payment amount to ~~a December 2009 retainer agreement with our SEC attorney.~~financing expense.

Subsequent issuances:

Subsequent to June 30, ~~2021, we issued 77,155 shares of common stock for services with a fair value of $4,000.~~

~~Subsequent to June 30, 2021, we issued 13,557,693 shares of common stock upon cashless exercise of 15,000,000 options.~~

Subsequent to June 30, 2021, we issued 3,700,000 shares of its common stock to investors for cash proceeds of $176,000, net of fees and commission, pursuant to the May 2021 registered Offering Circular.2022, there were no issuances.

The above offerings, apart from the offerings registered pursuant to the Securities Act of 1933, were made in reliance upon the exemption from registration under Rule 506 of Regulation D promulgated under the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) where applicable, the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act of 1933, and agreed to transfer such securities only in a transaction registered under the Securities Act of 1933 or exempt from registration under the Securities Act; and (e) where applicable, a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act of 1933 or transferred in a transaction exempt from registration under the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

At June 30, ~~2021,~~2022, the Company is in default on notes payable and convertible notes payable in the aggregate amount of ~~$3,407,000.~~$2,829,000. We have not made various principal and interest payments on many of our debt obligations. We continue to seek work-out arrangements and applicable refinancing with new or revised debt or equity instruments. See Notes 2 and 4 to the condensed consolidated financial statements.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit Number		Description
1.1		Placement Agreement dated July 7, 2020, by and between StrikeForce Technologies, Inc. and Spencer Clarke LLC (23)
1.2		Addendum to Placement Agreement dated November 11, 2020, by and between StrikeForce Technologies, Inc. and Spencer Clarke LLC (25)
1.3		Addendum to Placement Agreement dated April 20, 2021, by and between StrikeForce Technologies, Inc. and Spencer Clarke LLC (28)
3.1		Amended and Restated Certificate of Incorporation of StrikeForce Technologies, Inc. (1)
3.2		By-laws of StrikeForce Technologies, Inc. (1)
3.3		Amended By-laws of StrikeForce Technologies, Inc. (2)
3.4		Amended By-laws of StrikeForce Technologies, Inc. (3)
3.5		Articles of Amendment of StrikeForce Technologies, Inc. (2)
3.6		Amendments to Articles of Incorporation (6)
3.7		Amendments to Articles of Incorporation (7)
3.8		Registration of Classes of Securities (8)
3.9		Amendments to Articles of Incorporation (9)
3.10		Registration of Classes of Securities (10)
3.11		Amendments to Articles of Incorporation (11)
3.12		Registration of Classes of Securities (12)
3.13		Amendments to Articles of Incorporation (13)
3.14		Amendments to Articles of Incorporation (14)
3.15		Amendments to Articles of Incorporation (15)
3.16		Amendments to Articles of Incorporation (16)
3.17		Amendments to Articles of Incorporation (17)
3.18		Amendments to Articles of Incorporation (18)
3.19		Amendments to Articles of Incorporation (22)
3.20		Amendments to Articles of Incorporation (26)
3.21		Amendments to Articles of Incorporation (30)
4.1		Form of Subscription Agreement (25)
4.2		Form of Convertible Promissory Note-Related Party (24)
4.3		Form of Promissory Note-Related Party (24)
4.4		Form of Warrant (29)
10.1		Employment Agreement dated as of May 20, 2003, by and between StrikeForce Technologies, Inc. and Mark L. Kay (1)
10.2		Irrevocable Waiver of Conversion Rights of Mark L. Kay (4)
10.3		Irrevocable Waiver of Conversion Rights of Ramarao Pemmaraju (4)
10.4		Irrevocable Waiver of Conversion Rights of George Waller (4)
10.5		CFO Consultant Agreement with Philip E. Blocker (4)
10.6		2012 Stock Option Plan (5)
10.7		Asset Purchase Agreement between StrikeForce Technologies, Inc. and Cyber Safety, Inc., dated August 24, 2015 (18)
10.8		Amendment to the Asset Purchase Agreement and Distributor and Reseller Agreement between StrikeForce Technologies, Inc. and Cyber Safety, Inc. (19)
10.9		Execution of Litigation Funding Agreement (20)
10.10		BlockSafe Technologies, Inc. Intellectual Property License Agreement (21)
10.11		BlockSafe Technologies, Inc. Management Agreement (21)
10.12		BlockSafe Technologies, Inc. Amended Management Agreement (21)
10.13		Software License and Development Agreement, amendment two, by and between StrikeForce Technologies, Inc. and Intersections, Inc., dated October 1, 2010 (24)
10.14		Form of Settlement and Exchange Agreement (26)
10.15		Cybersecurity Risk Solutions LLC Member Interest Purchase Agreement, dated April 15, 2021 (27)
10.16		Inducement Offer to Exercise Common Stock Purchase Warrants, dated May 5, 2022 (29)
31.1		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ~~(29)~~(31)
31.2		Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ~~(29)~~(31)
32.1		Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ~~(29)~~(31)
32.2		Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ~~(29)~~(31)
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). ~~(29)~~(31)
101.SCH		Inline XBRL Taxonomy Extension Schema Document. ~~(29)~~(31)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document. ~~(29)~~(31)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document. ~~(29)~~(31)
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document. ~~(29)~~(31)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document. ~~(29)~~(31)
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). ~~(29)~~(31)

3013

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~~________________~~

(1)	Filed as an exhibit to the Registrant’s Form SB-2 dated as of May 11, 2005 and incorporated herein by reference.
(2)	Filed as an exhibit to the Registrant’s Form 8-K dated February 4, 2011 and incorporated herein by reference.
(3)	Filed as an exhibit to the ~~Registrant's~~Registrant’s Form 10-Q dated December 13, 2010 and incorporated herein by reference.
(4)	Filed as an exhibit to the Registrant’s Form S-1/A dated July 31, 2012 and incorporated herein by reference.
(5)	Filed in conjunction with the Registrant’s Form 14A filed October 5, 2012 and incorporated herein by reference.
(6)	Filed as an exhibit to the Registrant’s Form 8-K dated February 5, 2013 and incorporated herein by reference.
(7)	Filed as an exhibit to the Registrant’s Form 8-K dated May 14, 2013 and incorporated herein by reference.
(8)	Filed as an exhibit to the Registrant’s Form 8-A dated July 29, 2013 and incorporated herein by reference.
(9)	Filed as an exhibit to the Registrant’s Form 8-K dated August 22, 2013 and incorporated herein by reference.
(10)	Filed as an exhibit to the Registrant’s Form 8-A dated October 3, 2013 and incorporated herein by reference.
(11)	Filed as an exhibit to the Registrant’s Form 8-K dated October 3, 2013 and incorporated herein by reference.
(12)	Filed as an exhibit to the Registrant’s Form 8-A dated December 31, 2013 and incorporated herein by reference.
(13)	Filed as an exhibit to the Registrant’s Form 8-K dated December 31, 2013 and incorporated herein by reference.
(14)	Filed as an exhibit to the Registrant’s Form 8-K dated March 18, 2014 and incorporated herein by reference.
(15)	Filed as an exhibit to the Registrant’s Form 8-K dated December 22, 2014 and incorporated herein by reference.
(16)	Filed as an exhibit to the Registrant’s Form 8-K dated February 13, 2015 and incorporated herein by reference.
(17)	Filed as an exhibit to the Registrant’s Form 8-K dated August 4, 2015 and incorporated herein by reference.
(18)	Filed as an exhibit to the Registrant’s Form 8-K dated August 24, 2015 and incorporated herein by reference.
(19)	Filed as an exhibit to the Registrant’s Form 8-K dated February 2, 2016 and incorporated herein by reference.
(20)	Filed as an exhibit to the Registrant’s Form 8-K dated September 11, 2017 and incorporated herein by reference.
(21)	Filed as an exhibit to the Registrant’s Form 10-Q dated June 30, 2018 and incorporated herein by reference.
(22)	Filed as an exhibit to the Registrant’s Form 8-K dated June 25, 2020 and incorporated herein by reference.
(23)	Filed as an exhibit to the Registrant’s Form 1-A dated July 13, 2020 and incorporated herein by reference.
(24)	Filed as an exhibit to the Registrant’s Form 1-A.1 dated September 11, 2020 and incorporated herein by reference.
(25)	Filed as an exhibit to the Registrant’s Form 1-A.1 dated November 12, 2020 and incorporated herein by reference.
(26)	Filed as an exhibit to the Registrant’s Form 8-K dated February 8, 2021 and incorporated herein by reference.
(27)	Filed as an exhibit to the Registrant’s Form 8-K dated April 19, 2021 and incorporated herein by reference.
(28)	Filed as an exhibit to the Registrant’s Form 1A/A- dated April 26, 2021 and incorporated herein by reference.
(29)	Filed as an exhibit to the Registrant’s Form 8-K dates May 10, 2022 and incorporated herein by reference.
(30)	Filed as an exhibit to the Registrant’s Form 8-K/A dated August 3, 2022 and incorporated herein by reference.
(31)	Filed herewith.

3114

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	~~STRIKEFORCE TECHNOLOGIES,~~ZERIFY, INC.

Dated: August ~~20, 2021~~22, 2022	By:	/s/ Mark L. Kay
			Mark L. Kay
			Chief Executive Officer

Dated: August ~~20, 2021~~22, 2022	By:	/s/ Philip E. Blocker
		Philip E. Blocker
		~~Chief Financial Officer and~~
		Chief Financial Officer and Principal Accounting Officer

3215

Three months ended June 30, 2021

	Series A Preferred stock, no par value				Series B Preferred stock, par value $0.10				Common stock, par value $0.0001				Additional Paid-in			Accumulated			Noncontrolling			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Deficit
Balance at April 1, 2021		3	$	987,000		36,667	$	4,000		807,277,505	$	81,000	$	50,862,000		$	(64,335,000	)	$	(830,000	)	$	(13,231,000	)

Common stock issued for cash		-		0		-		0		27,750,000		3,000		1,315,000			0			0			1,318,000

Fair value of common stock issued for services		-		0		-		0		573,184		0		41,000			0			0			41,000

Fair value of vested options		-		0		-		0		-		0		1,157,000			0			0			1,157,000

Fair value of common stock issued as a financing cost		-		0		-		0		28,219,063		3,000		3,327,000									3,330,000

Common stock issued upon cashless exercise of warrants		-		0		-		0		12,349,726		1,000		(1,000	)								0

Net loss		-		0		-		0		-		0		0			(5,033,000	)		(10,000	)		(5,043,000	)

Balance at June 30, 2021 (unaudited)		3	$	987,000		36,667	$	4,000		876,169,478	$	88,000	$	56,701,000		$	(69,368,000	)	$	(840,000	)	$	(12,428,000	)

Three months ended June 30, 2020

	Series A Preferred stock, no par value				Series B Preferred stock, par value $0.10				Common stock, par value $0.0001				Additional Paid-in		Accumulated			Noncontrolling			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Deficit
Balance at April 1, 2020		3	$	987,000		36,667	$	4,000		6,751,909	$	1,000	$	29,758,000	$	(45,249,000	)	$	(786,000	)	$	(15,285,000	)

Fair value of common stock issued for services		-		0		-		0		98,865		0		20,000		0			0			20,000

Fair value of vested options		-		0		-		0		-		0		102,000		0			0			102,000

Common stock issued upon conversion of notes payable and accrued interest		-		0		-		0		2,068,377		0		586,000		0			0			586,000

Common stock issued upon conversion of debt settlement		-		0		-		0		444,459		0		98,000		0			0			98,000

Net loss		-		0		-		0		-		0		0		(1,153,000	)		(12,000	)		(1,165,000	)

Balance at June 30, 2020 (Unaudited)		3	$	987,000		36,667	$	4,000		9,363,610	$	1,000	$	30,564,000	$	(46,402,000	)	$	(798,000	)	$	(15,644,000	)

Six months ended June 30, 2020

	Series A Preferred stock, no par value				Series B Preferred stock, par value $0.10				Common stock, par value $0.0001				Additional Paid-in		Accumulated			Noncontrolling			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Deficit
Balance at January 1, 2020		3	$	987,000		36,667	$	4,000		5,905,388	$	1,000	$	28,675,000	$	(44,353,000	)	$	(777,000	)	$	(15,463,000	)

Fair value of common stock issued for services		-		0		-		0		98,880		0		20,000		0			0			20,000

Fair value of vested options		-		0		-		-		-		-		216,000		0			0			216,000

Fair value of warrants issued with convertible notes		-		0		-		0		-		0		38,000		0			0			38,000

Common stock issued upon conversion of notes and interest		-		0		-		0		2,914,883		0		1,517,000		0			0			1,517,000

Common stock issued upon conversion of debt settlement		-		0		-		0		444,459		0		98,000		0			0			98,000

Net loss		-		0		-		0		-		0		0		(2,049,000	)		(21,000	)		(2,070,000	)

Balance at June 30, 2020 (Unaudited)		3	$	987,000		36,667	$	4,000		9,363,610	$	1,000	$	30,564,000	$	(46,402,000	)	$	(798,000	)	$	(15,644,000	)

	January 2021 to June 2021			December 31, 2020
Conversion feature:
Risk-free interest rate		0.08	%		0.09	%
Expected volatility		424	%		495%-691	%
Expected life (in years)		0.41 year			0.25 to 0.57 year
Expected dividend yield		-			-

Fair Value:
Conversion feature	$	382,000		$	163,000

	Six months ended June 30, 2021			Six months ended June 30, 2020
Fair value at beginning of period	$	163,000		$	1,516,000
Recognition of derivative liabilities upon initial valuation		0			535,000
Extinguishment of derivative liabilities		(382,000	)		(855,000	)
Net change in the fair value of derivative liabilities		219,000			(212,000	)
Fair value at end of period	$	0		$	984,000

	Number of Warrant Shares			Exercise Price Range Per Share		Weighted Average Exercise Price

Balance, January 1, 2021		27,405,475		$	0.0045-2.90	$	0.013132
Granted		-			-		-
Canceled/Expired		(90,909	)		-		-
Exercised		(13,333,333	)		-		-
Balance outstanding, June 30, 2021		13,981,234		$	0.0045-2.90	$	0.013132

Balance exercisable, June 30, 2021		13,981,234		$	0.0045-2.90	$	0.013132