SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549



FORM 8-K


CURRENT REPORT



Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): October 3, 2012



STRIKEFORCE TECHNOLOGIES, INC.



Wyoming

333-122113

22-3827597

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

 

Identification No.)



1090 King Georges Post Road, Suite 603, Edison, NJ

08837

(Address of principal executive offices)

(Zip Code)



Registrant’s telephone number, including area code: (732) 661 9641



N/A

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


      . Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


      . Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))


      . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


      . Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 1.02 Termination of a Material Definitive Agreement.


On October 3, 2012, the management of StrikeForce Technologies, Inc. determined that at this point and time, it was in the best interests of the shareholders to withdraw our registration statement on Form S-1 and cancel the drawdown equity financing agreement with Auctus Private Equity Fund, LLC.  





SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



STRIKEFORCE TECHNOLOGIES, INC.

(Registrant)

 

By:  /s/ Mark L. Kay

Mark L. Kay

Chief Executive Officer

 

Date: October 3, 2012