Form 10-K/A Securetech Innovations, For: Dec 31

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 2)

(Mark One)

 

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2021

 

 12-31

or

 

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

 

For the transition period from ________ to ________

 

Commission File Number: 000-55927

 

 

 

              SecureTech Innovations, Inc.                  

 (Exact name of registrant as specified in its charter)

 

Wyoming                     (State or other jurisdiction of incorporation or organization)

82-0972782               (I.R.S. Employer Identification Number)

 

           2355 Highway 36 West, Suite 400, Roseville, MN   55113

 (Address of principal executive offices)

 

Tel: (651) 317-8990

 (Registrant’s telephone number, including area code)

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		SCTH		OTC Pink Tier

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨      No x

 

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 x

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Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 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 x      No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x      No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large Accelerated Filer ¨	Accelerated Filer ¨
Non-Accelerated Filer x	Smaller Reporting Company x
	Emerging Growth Company x

 

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 13(a) of the Exchange Act.

¨

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

¨

 

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

 

As of June 30, 2021 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting stock held by non-affiliates of the registrant was $8,282,825, based upon the most recent cash sales price of $0.25 a share as of that date. This calculation does not reflect a determination that such persons are affiliates for any other purpose. Additionally, the registrant does not have non-voting common stock outstanding.

 

As of March 29, 2022, there were 111,636,300 shares of our common stock, $0.001 par value issued and outstanding; 33,136,300 of these shares were held by non-affiliates of the registrant.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Exhibits incorporated by reference are referred under Part IV.

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TABLE OF CONTENTS

 

 

EXPLANATORY NOTE3 

PART II4 

Item 9A. Controls and Procedures4 

PART IV5 

Item 15. Exhibits, Financial Statements Schedules5 

SIGNATURES7 

 

 

 

 

EXPLANATORY NOTE

 

SecureTech Innovations, Inc. (“SecureTech,” “Company,” “we,” “us,” or “our”) is filing this Amendment No. 2 on Form 10-K/A (“Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was originally filed on March 30, 2022 (“Original Filing”) and subsequently amended on January 10, 2023 (“Original Amendment”), to amend and restate Item 9A of Part II, “Controls and Procedures,” with respect to our conclusions regarding the effectiveness of our disclosure controls and procedures and our internal control over financial reporting.

 

The Original Amendment and this Amendment were prompted by correspondence received from the Securities and Exchange Commission (“SEC”) in December 2022 and January 2023, respectively, relating to a limited review by the SEC of the Original Filing. This review identified discrepancies in our Item 9A disclosure to similar disclosures made in recent unaudited quarterly reports on Form 10-Q. The correspondence also asked us to address the actions taken to remediate the material weaknesses and why these weaknesses remain unremedied.

 

Consequently, we are filing this Amendment to state that, as of December 31, 2021, our evaluation of our disclosure controls and procedures identified material weaknesses and that SecureTech’s disclosure controls and procedures during the fiscal year were not effective. Similarly, as stated in this Amendment, these material weaknesses resulted in Management’s assessment that SecureTech’s internal controls over financial reporting were also ineffective. The material weaknesses are described in the amended and restated Item 9A filed herewith.

 

In addition, the Exhibit Index in Item 15 of Part IV of the Original Filing and Original Amendment is hereby amended and restated in its entirety and currently dated certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment. Because no financial statements are contained within this Amendment, we are not filing currently dated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

This Amendment does not amend the Original Filing or Original Amendment in any other way. Except as specifically noted above, this Amendment does not modify or update disclosures in the Original Filing or Original Amendment. Accordingly, this Amendment does not reflect events occurring after the filing of the Original Filing or Original Amendment or modify or update any related or other disclosures, other than those discussed herein.

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PART II

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain a set of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC.

 

In accordance with Rule 13a-15(b) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision and with the participation of our Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to assess the effectiveness of our disclosure controls and procedures as of December 31, 2021. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our Management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure due to a material weakness.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in SecureTech’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this report. Management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In designing and evaluating the disclosure controls and procedures, Management recognizes that because of inherent limitations, any controls and procedures, no matter how well designed and operated, may not prevent or detect misstatements and can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Based on Management’s assessment, we have concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective in timely alerting Management to the material information relating to us required to be included in our annual and interim filings with the SEC.

 

Management has concluded that our disclosure controls and procedures had the following material weaknesses:

 

•		We could not maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency has not resulted in any audit adjustments to our interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by segregation of duties;
•		SecureTech lacks sufficient resources to perform the internal audit function and does not have an Audit Committee;
•		We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert to SecureTech. The Board of Directors is comprised of two (2) members, both of whom also serve as executive officers. As a result, there is a lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by SecureTech; and

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Documentation of all proper accounting procedures is not yet complete.

 

These weaknesses have existed since SecureTech’s inception on March 2, 2017, and have not been remedied as of December 31, 2021.

 

Management believes in order to cure the aforementioned material weaknesses, SecureTech needs to take the following steps:

 

•		Consider the engagement of outside consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have effective control over financial statement disclosures;
•		Hire additional qualified financial personnel, including a Chief Financial Officer, on a full-time basis;
•		Expand our current board of directors to include additional independent individuals willing to perform directorial functions; and
•		Increase our workforce to accommodate growing sales and higher volumes.

 

Management believes that effectively addressing these material weaknesses would require adding a minimum of three independent board members and one executive financial officer who is independent and not a board member. Management estimates the minimum annual expense to SecureTech to retain qualified personnel to fill these vacant roles to be at least $650,000 annually, possibly even more.

 

Because the aforementioned remedial actions require hiring additional personnel at a substantial cost, these material weaknesses can be expected to remain unremediated until SecureTech can generate sufficient revenues and/or raise significant outside funding necessary to remedy these material weaknesses. Until such remedial actions can be realized, we will continue to rely on the limited advice of outside professionals and consultants.

 

Changes in Controls and Procedures

 

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that has materially affected or is reasonably likely to affect our internal control over financial reporting materially.

 

 

PART IV

 

Item 15. Exhibits, Financial Statements Schedules

 

The following documents are filed as a part of this Annual Report:

 

(1)Financial Statements 

 

The financial statements required to be filed as part of this report are included in Item 8 of Part II of this Annual Report.

 

(2)Financial Statement Schedules 

 

All schedules are omitted for the reason that the information is included in the financial statements and notes thereto or that they are not required or are not applicable.

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(3)Exhibits 

 

Incorporated by Reference

Exhibit Number

Exhibit Description

Filed Herewith

Form

File No.

Exhibit

Filing Date

3.1

Articles of Incorporation

S-1

333-223078

3.1

2/16/2018

3.2

Bylaws

S-1

333-223078

3.2

2/16/2018

3.3

Amendment to Articles of Incorporation dated December 20, 2017

S-1

333-223078

3.3

2/16/2018

4.1

Description of Securities

10-K

4.1

3/30/22

10.1

Patent License Agreement between SecureTech, Inc. and Shongkawh, LLC dated March 2, 2017

S-1

333-223078

10.1

2/16/2018

21.1

List of Subsidiaries

10-K

21.1

3/30/22

31.1

Certification of Kao Lee, Principal Executive Officer, pursuant to Rule 13a-15(e) or Rule 15d-15(e)

X

31.2

Certification of Anthony Vang, Principal Financial Officer, pursuant to Rule 13a-15(e) or Rule 15d-15(e)

X

32.1

Certification of Kao Lee, Principal Executive Officer, pursuant to 18 U.S.C. Section 1350

10-K

32.1

3/30/22

32.2

Certification of Anthony Vang, Principal Financial Officer, pursuant to 18 U.S.C. Section 1350

10-K

32.2

3/30/22

101.INS

XBRL Instance Document

X

101.SCH

XBRL Taxonomy Extension Schema Document

X

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

X

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

X

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101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

X

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

X

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

X

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 2nd day of February, 2023.

 

 

SECURETECH INNOVATIONS, INC. 

 

 

 

	By:	/s/ Kao Lee
		Kao Lee President, Chief Executive Officer, Principal Executive Officer, and Director

 

 

Pursuant to the requirements of the Securities Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on February 2, 2023:

 

By:	/s/ Kao Lee
	Kao Lee President, Chief Executive Officer, Principal Executive Officer, and Director

 

 

By:	/s/ Anthony Vang
	Anthony Vang Secretary, Treasurer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Director

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/s/ M&K CPAS, PLLC
We have served as the Company’s auditor since 2017.
Houston, TX
123