After reviewing the APLA between

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Jan 18, 2020 at 3:39 AM 720

After reviewing the APLA between SFT/CSI early 2016, I had wondered why not ACS? I and others conducted DD back then and had also reached out to SFT back then. Bottom line -- CSI is a subsidiary of Parent ACS!

Both STI and SFT = StrikeForce Technologies Inc.

DD from Internet searches:
ACS founded in DEC 2011, current CEO Daniel DelGiorno. CSI founded in 17 AUG 2015, current President Daniel DelGiorno. The SFT/CSI APLA done 24 AUG 2015. So sub-CSI is licensing to the Parent ACS. The Parent ACS has the suite of products that requires the licenses from their sub-CSI (has no product). SFT engineers (probably the Brilliant RP) worked with ACS to engineer their Suites. IMSO Parent ACS created sub-CSI the same month/year week before the APLA was done for transactions with SFT -- reason why could be Tax advantages or check here for possibilities: https://www.investopedia.com/terms/s/subsidiary.asp

The APLA is thru the sub-CSI to license SFT IP GID/MT/PID and have a promissory note to purchase GID/MT by 30 SEP 2020 for 9M. ACS sub-CSI licenses to Parent ACS. Mr. Kay has also provided a couple extensions to SEP 2021 and 2022, and goes up 1M each year. The 10Q's last year show us getting paid from CSI.

https://www.sec.gov/Archives/edgar/data/12855...or_10q.htm

Quote:

On August 24, 2015, the Company entered into an agreement with Cyber Safety, Inc., a New York corporation (“Cyber Safety”) for Cyber Safety to license, and retain an option to purchase, the patents and intellectual property related to the GuardedID® and MobileTrust® software. Cyber Safety had the option to buy the Company’s GuardedID® patent for $9,000,000 that expires on September 30, 2020. In March 2019, the option to purchase agreement was modified to increase the purchase price to $10,000,000 and extend the expiration date to September 30, 2021. If the purchase price is not paid by September 30, 2021, it will increase to $11,000,000 and be due September 30, 2022.

1. ACS/CSI deals prior to purchase of GID/MT IP -- sub-CSI pays SFT 15% for GID/MT and 20% when PID is added.

2. SFT still gets paid AFTER ACS sub-CSI purchases GID/MT IP! We get 7.5% (1/2 of 15% when sub-CSI owns GID/MT IP) and when using PID/OOB-MFA we still get 20%. We have gone over this again recently. https://investorshangout.com/post/view?id=5629937

And to add....

3. Keep in mind SFT will have a non-exclusive basis in perpetuity to sell GID/MT with our own deals/other channels and not using ACS Suites. SFT pays ACS sub-CSI 15% and we keep 85%. Until sub-CSI purchases we don't pay any license fees to sub-CSI i.e. Digital Risk mentioned in the 3 DEC 2019 podcast with our CEO!
https://www.sec.gov/Archives/edgar/data/12855...r_ex21.htm

Quote:

1.3. Following payment in full of the Asset Purchase Promissory Note (see paragraph 3.1.3, below), after which CSI will own the patents and Intellectual Property underlying STI’s GuardedID and MobileTrust products, CSI agrees to license STI on a non-exclusive basis in perpetuity (the “STI Keylogger Products License”) for the use and right to sub-license and market the STI Keylogger Products as STI products, with the addition/inclusion of a standard “under license from CSI” fineprint acknowledgment in the software and sub-licensing documentation.

1.3.1.) Until such time as the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is paid in full, STI shall retain 100% of its licensing and/or sub-licensing receipts, however, upon payment in full of the Asset Purchase Promissory Note (see paragraph 3.1.3, below), StrikeForce shall thereafter be obligated to pay CSI fifteen percent (15%) of the gross license or sub-license amount received by StrikeForce for each license or sub-license issued.

All the best,
R2R

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