SFOR StrikeForce Technologies Inc (QB)

“ITEM 9A. 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 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 management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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 December 31, 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 year ended December 31, 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.

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 or during 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.”

We hereby amend the above disclosure to also include the Report, as follows:

Management’s Annual Report on Internal control over Financial reporting

(c) Managements Annual report on Internal Control over Financial reporting

Cash

We currently have our Controller perform all of the Company’s Bank reconciliations to ensure the accuracy of the Cash that is being reporting.

Accounts receivable

Due to lack of segregation in duties, as mentioned in our evaluation of control over financial reporting, our controller will prepare the customer invoices along with any supporting documentation to support the invoice and posting the cash payment on account once received. We are planning on having our accounting staff post the Cash Receivable on account, which will allow our Controller to reconcile the Cash and Accounts Receivable Ledger to the sub-Ledger to ensure accuracy.

Accounts Payables

A. Vendor Invoices

When a Vendor invoice is received it must be validated prior to being posted on account and it must have supporting documentation, which validates the invoice along with review and approval from the corresponding Manager.

B. Payments to Vendors

When payments are made to Vendors via Check ACH or Wire, an invoice must be submitted and validated. Our controller currently processes the invoices for payment and our Chief Executive Officer (“CEO”) currently approves and issues the payment. For internal controls purposes, any amount over $5,000 USD requires a second signature from another Company officer, such as our Chief Operating Officer or Chief Information Officer. . Once the payment is made, our Controller records the payment accordingly and reconciles it with the cash.

C. Expense reports (Reimbursable cost)

All reimbursable cost has to be approved in advance by the corresponding manager as well as our CEO. Once approved, the employee, consultant or client must provide complete a reimbursement form accompanied by receipts of the transaction detailing the approved expense with the name, quantity, amount, and date of purchase. They also need to show the payment method to establish they actually paid for the item themselves. Once the form and receipts are submitted to the controller, he reviews the Expense report along with the receipts for accuracy and validation. Our Controller then records the expenses to be paid out on a weekly basis, and the CEO conducts a final review prior to issuing the payment.

D. Payroll

We issue Payroll on a Bi-weekly basis. Our employees are on a salary, hourly, or commission basis. All hourly employees are to submit a timesheet no later than the Friday before a pay date and is required to be approved by the corresponding manager and then paid with the bi-weekly check run. For Salaried employees, management approval is still required and paid on a bi-weekly basis. For commissions, we agree upon the rate in which they are to be paid based on results of sales and other factors; once approved by the manager, it is then s submitted to the Controller or CEO for processing via ADP. Once completed prior to submitting the Payroll the Controller Prints, the Pay register and Summary report is provided to the CEO to review for accuracy. Once approved, the payroll is submitted and pay is issued on the pay date.